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

Rhea-AI Filing Summary

Windtree Therapeutics, Inc. (WINT) was notified on August 19, 2025 that Nasdaq determined to delist its common stock for failure to meet Listing Rule 5550(a)(2). Nasdaq will suspend trading effective at the open on August 21, 2025, and the company expects its shares to begin trading on the over-the-counter market that same day under the existing symbol WINT, subject to approval for the OTCID tier. The company stated the OTC transition will not affect its operations and confirmed it will continue filing required SEC reports, which remain available on SEC.gov.

Positive

• Continued SEC reporting commitment ensures regulatory disclosure and access to filings on SEC.gov
• Planned OTC quotation under existing symbol WINT aims to preserve public trading liquidity

Negative

• Nasdaq delisting for noncompliance with Listing Rule 5550(a)(2) is a material adverse market event
• Trading suspension effective Aug 21, 2025 will interrupt Nasdaq trading and may reduce liquidity
• No assurance the company will be approved for trading on the OTCID tier, creating trading uncertainty
• Potential for reduced institutional interest and wider bid-ask spreads due to move from Nasdaq to OTC

Insights

Financial Analyst

TL;DR: Nasdaq will suspend trading of WINT on Aug 21, 2025; OTC transition introduces liquidity and investor access risks.

Nasdaq's delisting determination is a material corporate event that typically reduces visibility and liquidity for a public company. The company expects suspension effective at the open on August 21, 2025 and plans to seek quotation on the OTCID tier the same day. While the firm will continue SEC reporting, moving from Nasdaq to OTC commonly narrows the shareholder base, can increase bid-ask spreads, and may limit institutional interest. The filing states the transition will not affect operations, but the market implications are intrinsic to the change in trading venue.

Corporate Governance Expert

TL;DR: Delisting reflects noncompliance with listing standards; governance and disclosure obligations continue despite venue change.

The Nasdaq delisting notice signals persistent noncompliance with quantitative listing criteria under Rule 5550(a)(2). Management's continued SEC filings preserve regulatory disclosure obligations and transparency, but the loss of a national exchange listing could affect shareholder relations, proxy participation, and perceived corporate governance quality. The company has applied for OTCID quotation, but the filing appropriately disclaims there is no assurance of approval, creating short-term procedural uncertainty for trading and holders.

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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): August 19, 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 August 19, 2025, Windtree Therapeutics Inc. (the “Company”) was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that as a result of the Company’s previously disclosed noncompliance with Nasdaq Listing Rule 5550(a)(2), Nasdaq has determined to delist the Company’s common stock from the Nasdaq Capital Market and, accordingly, will suspend trading in the Company’s common stock effective at the open of trading on August 21, 2025.

The Company expects that its common stock will begin trading publicly on the over-the-counter market on August 21, 2025, under its existing symbol “WINT.” The Company has applied to be traded on the OTCID tier of the OTC Market. However, there can be no assurance that the Company will be approved for trading on the OTCID.

The transition to the quotation of the Company’s common stock on the OTC Markets will have no effect on the Company’s business or operations. The Company will continue to file periodic and other required reports with the Securities and Exchange Commission (the “SEC”) under applicable federal securities laws, which will be available on the SEC’s website, www.SEC.gov.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, the Company’s expectation that it will commence trading its common stock on the OTCID tier. In some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the important factors outlined under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025 and the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2025, as such factors may be updated from time to time in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov and the Investor Relations page of its website at https://ir.windtreetx.com/filings/sec-filings. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.

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: August 20, 2025

FAQ

Why is Windtree (WINT) being delisted from Nasdaq?

Nasdaq determined to delist WINT due to the company’s previously disclosed noncompliance with Nasdaq Listing Rule 5550(a)(2).

When will Nasdaq suspend trading in WINT?

Nasdaq will suspend trading in Windtree’s common stock effective at the open of trading on August 21, 2025.

Will WINT continue to be publicly traded after Nasdaq suspension?

The company expects its common stock to begin trading on the over-the-counter market on August 21, 2025 under the symbol WINT, subject to OTCID approval.

Will Windtree stop filing SEC reports after the delisting?

No. The company stated it will continue to file periodic and other required reports with the SEC, available on SEC.gov.

Is OTCID trading of WINT guaranteed?

No. The filing explicitly says there is no assurance the company will be approved for trading on the OTCID tier.