Windtree Therapeutics Inc SEC Filings

Windtree Therapeutics, Inc. (WINT) reported continued operating losses and material financing activity in the quarter. The company recorded net losses of $10.6 million and $14.7 million for the three and six months ended June 30, 2025, compared with net losses of $12.0 million and $1.8 million in the comparable 2024 periods. As of June 30, 2025, Windtree had an accumulated deficit of $861.3 million and expects to incur losses for the foreseeable future.

Management disclosed multiple financing transactions including an equity line of credit (ELOC) up to $35 million under which the company sold 0.7 million shares for net proceeds of $0.4 million during the quarter and subsequently sold 16.8 million shares for net proceeds of $10.1 million. The company raised proceeds from convertible note financings and warrants that produced a $7.3 million loss on debt issuance and a $0.8 million fair-value adjustment recorded in other income (expense). Management stated it does not have sufficient cash and cash equivalents at the report date to support operations for the next 12 months and that these conditions raise substantial doubt about the company’s ability to continue as a going concern.

Windtree Therapeutics (WINT) is asking shareholders to approve a package of financing and corporate actions at a virtual Special Meeting on August 28, 2025. The company proposes multiple issuances of common stock tied to conversions and warrant exercises, an equity line of credit (ELOC), an increase in authorized shares to 1,000,000,000, an increase to its equity incentive plan, and a board-authorized reverse stock split between 1-for-2 and 1-for-25.

Key financing terms disclosed include: Series D conversion price of $1.368 (would represent ~2,695,907 shares or 8.6% if fully converted); Promissory Notes conversion price of $0.587 (up to 9,708,860 shares or 25.3%); PIPE Warrants exercisable at $0.587 or $1.10 (up to 5,871,040 shares or 17.1%); Series E proposed initial conversion price of $0.30 (could result in ~219,500,000 shares or 88.5%, and up to ~731,666,667 shares or 96.2% if expanded); and an ELOC with Seven Knots allowing up to $500 million (potentially ~514,085,955 shares or 94.7% at $0.9726). The board unanimously recommends voting FOR all proposals.

On 5 Aug 2025, Windtree Therapeutics (Nasdaq: WINT) filed a Form 8-K under Item 7.01 to furnish a press release (Exhibit 99.1) reporting interim data from the SEISMiC-C Phase 2 study of its lead cardiac candidate, istaroxime. The document contains no financial figures or detailed clinical results; it simply notifies investors that the data have been announced via press release and will not be treated as "filed" for Exchange Act liability. Management states that positive outcomes could enable a global Phase 3 program, but also cites customary forward-looking risk factors covering clinical success, cost management and operational execution. No other material transactions, financial statements or exhibits were included beyond the press release and Inline XBRL cover page.

Windtree Therapeutics, Inc. (Nasdaq: WINT) filed an 8-K reporting a board change. On 29 Jul 2025 director Leanne Kelly resigned effective immediately; she also vacated her role as Audit Committee chair. The filing gives no reason for her departure.

On 3 Aug 2025 the Board appointed Andrew Kucharchuk, an experienced public-company CFO, as an independent director and new Audit Committee chair. His current roles include CFO of Cero Therapeutics Holdings (since Oct 2024) and Chain Bridge I (since Apr 2024); prior positions span Theralink Technologies and Adhera Therapeutics. Windtree states there are no related-party transactions or special compensation tied to his appointment beyond standard director cash fees.

The swift replacement maintains audit oversight continuity but signals a governance transition investors should monitor, especially given Windtree’s small-cap profile and ongoing capital needs.