Every 8-K that WINDTREE THERAPEUTICS NEW (WINT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow WINT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WINT filings page.
Windtree Therapeutics, Inc. entered into an asset purchase agreement to sell its cardiovascular drug candidate assets to Seismic Pharmaceuticals Operations, LLC, effective December 16, 2025. Windtree receives an upfront $150,000 cash payment, transfers specified cardiovascular development payables to the buyer, and retains its other assets and excluded liabilities.
In addition, Windtree is entitled to 20% of future milestone, royalty and similar economic proceeds, including all global commercial net revenues, that the buyer receives under qualifying licenses of the acquired intellectual property. If the buyer or its parent completes a financing with at least $10,000,000 in gross proceeds, Windtree is owed a contingent $700,000 cash payment.
Upon such a qualified financing, Windtree may also require the buyer to repurchase its right to these revenue-based Qualified Licensing Payments for $1,200,000. The buyer assumes only defined Assumed Liabilities, while Windtree and its Seismic subsidiary retain all other obligations. Ownership of CVie Therapeutics Limited, the Taiwanese subsidiary, is to be transferred to the buyer with effectiveness on, but not before, January 1, 2026.
Windtree Therapeutics, Inc. reports a leadership change as Eric L. Curtis resigned from his roles as President and Chief Operating Officer, effective immediately on January 5, 2026. The company states that Jed Latkin continues to serve as President and Chief Executive Officer, and he signed the report on behalf of the company.
Windtree Therapeutics issued an aggregate principal amount of $857,142.86 in senior convertible promissory notes due November 26, 2026 to an institutional investor. The company plans to advance $450,000 to CommLoan Inc. under a letter of intent to acquire all of CommLoan’s securities and to retain $150,000 for general corporate purposes.
The notes bear interest at 10% per annum, with interest payable monthly in arrears and all remaining amounts due at maturity. They are convertible at the holder’s option into common stock at 90% of the lowest sale price during the 20 consecutive trading days before conversion, subject to a 4.99% beneficial ownership cap that can be increased to 9.99% with notice.
Windtree must use 25% of gross proceeds from a prior common stock purchase agreement to prepay the notes with a 115% prepayment premium, and a qualified equity financing of at least $1 million before maturity requires full repayment at a similar premium. The company is also required to file a resale registration statement on Form S-1 for the related securities.
Windtree Therapeutics entered a financing on October 9, 2025, issuing an aggregate principal amount of $1,600,000 in senior convertible promissory notes due October 9, 2026. The notes bear 10% annual interest (360-day basis), with interest payable monthly starting November 5, 2025.
The notes are junior to the Company’s June 2025 convertible promissory note. They are convertible at the Holders’ option at a price equal to 90% of the lowest sale price for the prior 20 trading days, include a 4.99% beneficial ownership cap (increasable to 9.99% with 61 days’ notice), and pay Holders $1,500 per conversion for related processing. An automatic adjustment can lower the conversion price to 80% of the lowest 20‑day price on specified calendar dates.
Mandatory prepayments include 25% of gross proceeds from the June 26, 2024 Common Stock Purchase Agreement with a 120% premium, and full repayment after a qualified equity financing of $1,000,000 or more, also tied to a 120% premium baseline. The Company must file a Form S‑1 within 20 calendar days following October 9, 2025 to register resales. Standard events of default trigger acceleration at 120% plus accrued interest. Anti‑dilution adjusts the conversion price to any lower future issue price, and Holders may roll into future financings at 80% of the new cash price.
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.
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.
Windtree Therapeutics has stopped the SEISMiC-C clinical study of istaroxime after 20 enrollments. The company said the decision reflects limited resources and a strategic choice to prioritize developing istaroxime for a broader acute heart failure population. The filing explicitly states the termination was not due to safety concerns, indicating the halt is a portfolio and resource decision rather than an adverse safety finding. This action will pause data collection from the terminated cohort and shift development focus toward larger acute heart failure opportunities.
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.
Windtree Therapeutics (NASDAQ:WINT) filed an 8-K disclosing three material events dated June 24-25, 2025.
- $150,000 raised via two 14% convertible promissory notes (12-month maturity, $0.587 conversion price) plus warrants covering 75% of each investment.
- Seller TBB Crescent Park Drive LLC terminated a Texas real-estate purchase; it demands release of $3 million earnest money paid by Way Maker and Windtree, which the company is disputing.
- CFO Jamie McAndrew resigned effective June 25; CEO Jed Latkin will serve as interim principal financial officer.
The notes and warrants were issued under Rule 506(b) exemptions and proceeds will fund operations. The property dispute could create a cash outflow materially larger than the new financing, and management turnover raises governance concerns.
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.