[8-K] Windtree Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Windtree Therapeutics (WINT) has received a Nasdaq deficiency notice on June 18, 2025, for failing to maintain the minimum bid price requirement of $1.00 per share over the last 30 consecutive business days.

Unlike standard cases where companies receive a 180-day compliance period, Windtree faces immediate delisting risk due to two key factors:

• The company is under a Discretionary Panel Monitor until March 20, 2026
• It has conducted two reverse stock splits in the past two years with a cumulative ratio exceeding 250:1, making it ineligible for the standard compliance period

Windtree plans to request a hearing before the Nasdaq Hearings Panel by June 25, 2025, which will automatically stay any suspension/delisting action. The company's stock continues trading on Nasdaq Capital Market under "WINT" symbol, though there is no guarantee of maintaining the listing or regaining compliance.

Positive

• None.

Negative

• Received Nasdaq deficiency notice for failing to maintain minimum $1.00 bid price requirement
• Company not eligible for standard 180-day compliance period due to having executed two reverse stock splits with >250:1 cumulative ratio in past two years
• Company is already under Discretionary Panel Monitor until March 2026, indicating ongoing listing compliance challenges
• Risk of immediate suspension/delisting if hearing not requested by June 25, 2025

Insights

Securities Exchange Specialist

Windtree faces potential Nasdaq delisting due to sub-$1 share price with limited remedies after two recent reverse splits.

Windtree Therapeutics is facing a critical regulatory challenge that significantly threatens its Nasdaq listing status. The company has received a deficiency notice for failing to maintain the minimum $1.00 bid price requirement for 30 consecutive business days. What makes this situation particularly concerning is that Windtree is not eligible for the standard 180-day compliance period typically afforded to companies in similar situations. This ineligibility stems from two critical factors: the company is already under a Discretionary Panel Monitor until March 2026, and more alarmingly, has executed two reverse stock splits within the past two years with a cumulative ratio exceeding 250:1.

The repeated need for such dramatic share consolidations indicates persistent downward pressure on the stock price and suggests underlying fundamental issues that financial engineering alone hasn't resolved. Windtree's only remaining option is requesting a hearing before a Nasdaq Hearings Panel by June 25, which will temporarily stay any delisting action. However, companies in this position face steep challenges in receiving additional extensions, especially with a history of multiple reverse splits failing to sustain compliance. If delisted, Windtree would likely move to the OTC markets, resulting in substantially reduced liquidity, diminished institutional investor interest, stricter margin requirements, and potential covenant violations in any financing agreements tied to maintaining exchange listing. The company's acknowledgment that there's "no assurance" of regaining compliance underscores the gravity of this situation.

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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): June 18, 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:

☐	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		The Nasdaq Capital Market

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 18, 2025, Windtree Therapeutics, Inc. (the “Company”) received a deficiency letter (the “Bid Price Deficiency Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock, par value $0.001 per share (the “Common Stock”), has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Minimum Bid Price Requirement”).

Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, as previously disclosed, the Company is subject to a Discretionary Panel Monitor until March 20, 2026, pursuant to Listing Rule 5815(4)(A). Moreover, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company effected two reverse stock splits over the prior two-year period with a cumulative ratio of more than 250 shares to one.

Accordingly, unless the Company requests by June 25, 2025 a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension/delisting. The Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. There can be no assurance that the Panel will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.

The Bid Price Deficiency Letter will not have an immediate effect on the listing of the Common Stock, and the Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “WINT” at this time.

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: June 20, 2025

FAQ

Why did WINT receive a Nasdaq delisting notice in June 2025?

WINT received a Bid Price Deficiency Letter from Nasdaq on June 18, 2025, because its stock price closed below the minimum requirement of $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).

Will WINT stock be immediately delisted from Nasdaq?

No, WINT's stock will continue trading on Nasdaq under the symbol 'WINT' for now. The company plans to request a hearing before the Hearings Panel, which will automatically stay any suspension or delisting action pending the hearing and any additional extension period granted.

Why isn't WINT eligible for the standard 180-day compliance period?

WINT is not eligible for the standard compliance period because: 1) The company is under a Discretionary Panel Monitor until March 20, 2026, and 2) WINT has already effected two reverse stock splits over the prior two-year period with a cumulative ratio exceeding 250:1.

What must WINT do to maintain its Nasdaq listing as of June 2025?

WINT must request a hearing before the Hearings Panel by June 25, 2025. While the hearing's outcome isn't guaranteed, this request will temporarily stay any suspension or delisting action. The company must ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.