false
0000946486
0000946486
2025-11-25
2025-11-25
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): November 25, 2025
Windtree Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39290
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94-3171943
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2600 Kelly Road, Suite 100, Warrington, Pennsylvania
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18976
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(Address of principal executive offices)
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(Zip Code)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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WINT
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OTCID
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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. ☐
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On November 25, 2025, Windtree Therapeutics, Inc. (the “Company”) issued to an institutional investor (the “Holder”) an aggregate principal amount of $857,142.86 in senior convertible promissory notes due 2026 (the “2026 Notes”). The 2026 Notes was issued in connection with a letter of intent by the Company to acquire all of the issued and outstanding securities of CommLoan Inc. (“CommLoan”). The Company intends to use the proceeds of the 2026 Notes by funding $450,000 as an advance to CommLoan and retaining $150,000 for general corporate purposes.
The 2026 Notes mature on November 26, 2026 (the “Maturity Date”) and will bear interest at 10% per annum on a 360-day basis, due and payable on the Maturity Date. Accrued and unpaid interest is payable in arrears and due on the 5th calendar day of each month beginning on November 25, 2025.
The 2026 Notes must be prepaid by the Company in an amount equal to 25% of the gross proceeds received by the Company from that certain Common Stock Purchase Agreement dated June 26, 2024 by and between an institutional investor and the Company, with a mandatory prepayment premium of 115%.
If the Company completes a qualified equity financing with total gross proceeds to the Company of $1 million or more (excluding the conversion of the notes or other convertible securities issued for capital raising purposes) before the Maturity Date, the 2026 Notes must be repaid in full in an amount equal to the then-outstanding principal amount, any accrued but unpaid interest and a pre-payment premium equal to 115% of the 2026 Notes value on November 25, 2025. Such repayment will be due within one business day of the closing such qualified equity financing. The Company shall give written notice to the Holder as soon as practicable, but in no event less than ten days before the anticipated closing date of such qualified equity financing, during which period the Holder shall have the opportunity to convert the 2026 Notes pursuant its terms.
The 2026 Notes provide for a beneficial ownership limitation of 4.99% of the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the 2026 Notes held by the Holder (increasable to 9.99% upon 61 days’ notice by the Holder to the Company).
The 2026 Notes are convertible at the Holder’s option into shares of Common Stock at a conversion price equal to 90% of the lowest sale price for the 20 consecutive trading days preceding conversion, subject to adjustment.
The Holder is entitled to an amount equal to $1,500 for each conversion of the 2026 Notes for the related review and applicable deposit of the related shares.
The 2026 Notes include customary Events of Default (as defined in the 2026 Notes), including non-payment, covenant breaches, bankruptcy, and change of control, and provides for acceleration at 120% of the unpaid principal balance, together with any accrued and unpaid interest, if any.
Pursuant to the terms of the 2026 Notes, the Company must file a resale registration statement on Form S-1 within 45 calendar days following November 25, 2025 for the resale of all registrable securities under the Commitment Note.
If, while the 2026 Notes remain outstanding, the Company issues Common Stock or Common Stock Equivalents (as defined in the 2026 Notes) at an effective price per share lower than the then-current conversion price (a “Dilutive Issuance”), the conversion price shall be reduced to equal the lower price, subject to certain exemptions as described in the 2026 Notes. The Company must notify the Holder no later than the trading day following any Dilutive Issuance.
If, while the 2026 Notes remain outstanding, the Company, directly or indirectly, enters into a Fundamental Transaction (as defined in the 2026 Notes), upon any subsequent conversion of the 2026 Notes, the Holder has the right to receive, for each conversion share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternative Consideration”) receivable as a result of the Fundamental Transaction by a holder of the number of shares of Common Stock for which the 2026 Notes were convertible immediately prior to such Fundamental Transaction. For purposes of any such conversion, the determination of the conversion price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company will apportion the conversion price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If the Company completes any public offering or private placement of its equity, equity-linked or debt securities while the 2026 Notes remain outstanding, the Holder may, in its sole discretion, elect to apply all, or any portion, of outstanding principal and accrued interest as purchase consideration for such future transaction. The conversion price for such rollover rights will equal 80% of the cash purchase price paid per share, unit or other security denomination for the Company securities issued in the future transaction to the other investors in such transaction.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The disclosure set forth under Item 3.01 relating to the 2026 Notes is hereby incorporated into this Item 3.02 by reference.
The foregoing description of the 2026 Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Notes, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Company issued the 2026 Notes in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibits are being filed herewith:
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Exhibit
No.
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Document
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4.1
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Form of Senior Convertible Promissory Note by and between the Company and the Holder, dated as of November 25, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Date: December 2, 2025
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Windtree Therapeutics, Inc.
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By:
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/s/ Jed Latkin
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Name:
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Jed Latkin
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Title:
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Chief Executive Officer
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