WINT ends purchase fight over Aubrey, escrow split of $3,000,000 finalized

Rhea-AI Filing Summary

Windtree Therapeutics, Inc. reported a settlement resolving a disputed purchase agreement for the Aubrey property in Houston. A wholly owned subsidiary, WINT LLC, had been assigned rights to a Purchase Agreement originally between Way Maker Growth Fund, LLC and TBB Crescent Park Drive LLC. After TBB provided a termination notice demanding the $3,000,000 earnest money, WINT LLC disputed TBB's entitlement. The parties executed a Settlement and Mutual Release Agreement on September 30, 2025 directing the escrow holder to release $750,000 to WINT and the remaining earnest money to TBB, confirming the Purchase Agreement is terminated and mutual releases of claims were exchanged.

Positive

• $750,000 of the escrowed earnest money was recovered by WINT LLC
• Mutual release removes ongoing contractual uncertainty over the Purchase Agreement

Negative

• WINT LLC relinquished any rights to the Aubrey property as part of the settlement
• Majority of the $3,000,000 earnest money will be released to TBB, reducing net recovery

Insights

Corporate Counsel

Settlement ends purchase dispute and closes escrow split.

The agreement documents a negotiated split of the $3,000,000 earnest money with $750,000 returned to WINT LLC and the balance released to TBB, and states the Purchase Agreement is terminated.

The legal outcome removes ongoing contractual uncertainty but includes mutual releases that bar future claims tied to this transaction; monitor escrow instructions and exhibit references for any retained obligations or carve-outs within the standard post-settlement window.

Real Estate Transaction Analyst

Company forfeits property rights but recovers partial earnest money.

WINT LLC no longer holds rights to the Aubrey property after the settlement; the cash recovery is $750,000 from a total escrow of $3,000,000.

This materially closes the firm's exposure on this asset transfer; near-term effects are limited to the cash inflow and removal of potential liabilities related to the Purchase Agreement during the standard post-closing administrative period.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/06/2025 - 02:27 PM Learn about SEC filing dates

FAQ

What did Windtree (WINT) receive from the Aubrey property settlement?

The company received $750,000 from the escrowed earnest money as directed by the Settlement and Mutual Release Agreement dated September 30, 2025.

Does WINT still have rights to the Aubrey property (Houston)?

No. The agreement states the Purchase Agreement is validly terminated and WINT has no rights regarding the property.

How much earnest money was originally held in escrow?

The escrow held $3,000,000 in earnest money, contributed in part by WINT and Way Maker.

Did the settlement include releases of claims?

Yes. The parties executed a Settlement and Mutual Release Agreement providing for mutual releases of claims as defined in the agreement.

When was the Settlement and Mutual Release Agreement executed?

The parties executed the agreement on September 30, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2025

Windtree Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39290	94-3171943
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2600 Kelly Road, Suite 100, Warrington, Pennsylvania	18976
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 488-9300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		WINT		OTCID

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Settlement of a disputed Material Definitive Agreement

Settlement of a disputed Purchase Agreement

As previously disclosed, on April 19, 2025, WINT Real Estate, LLC (“WINT LLC”), a wholly owned subsidiary of the Company, entered into an Assignment and Conditional Assumption Agreement (the “Assignment”) with Way Maker Growth Fund, LLC (“Way Maker”) relating to that certain Purchase and Sale Agreement dated June 28, 2024, as amended (the Purchase Agreement), between Way Maker and TBB Crescent Park Drive LLC (“TBB CPD”). Pursuant to the Purchase Agreement, TBB CPD agreed to sell to Way Maker real property commonly known as the Aubrey, located at 11755 Southlake, Houston, Texas. Pursuant to the terms of the Assignment, Way Maker agreed to assign to WINT LLC its right, title and interest in the Purchase Agreement. 

As disclosed on June 24, 2025, TBB CPD provided a notice of termination with respect to the Purchase Agreement to the Company (the “Notice”). The Notice demanded the $3 million in earnest money (the “Earnest Money”) held by the escrow agent for the transaction, of which $1,400,000 was paid by the Company with the remainder by Way Maker, be released to TPP CPD. The Company had disputed TPP CPD’s entitlement to the Earnest Money.

On September 30, 2025, WINT LLC and TBB entered into a Settlement and Mutual Release Agreement (the “Agreement”) which instructs the Escrow Holder to release $750,000 of the Earnest Money to WINT and to release the remaining Earnest Money to TBB. In addition, the parties agree that the Purchase Agreement is validly terminated and WINT has no rights with regard to the Property along with a mutual release of claims as defined in the Agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Document
10.1		Settlement Agreement and Mutual Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Windtree Therapeutics, Inc.
	By:	/s/ Jed Latkin
	Name:	Jed Latkin
	Title:	President and Chief Executive Officer

Date: October 6, 2025