Windtree (WINT) delays 2025 Form 10-K, expects to file by April 15, 2026

Rhea-AI Filing Summary

Windtree Therapeutics, Inc. notified the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 due to limited liquidity and management time devoted to potential strategic financing transactions.

The company states it expects to file the Form 10-K on or before April 15, 2026, relying on the fifteen-calendar-day extension available under Rule 12b-25.

Insights

Corporate Finance Advisor

Late filing driven by limited liquidity and pursuit of financing.

Windtree cites constrained resources and management focus on potential strategic transactions as the cause for the delay. The company explicitly links limited liquidity to diversion of effort from financial statement completion.

Investors should note the filing sets an expected refile date of April 15, 2026; subsequent filings will clarify whether a strategic transaction was consummated.

Key Figures

Fiscal year end: December 31, 2025 Expected filing date: April 15, 2026 SEC file number: 001-39290 +2 more

5 metrics

Fiscal year end December 31, 2025 Period for the delayed Form 10-K

Expected filing date April 15, 2026 Prescribed due date under the fifteen-calendar-day Rule 12b-25 extension

SEC file number 001-39290 File number shown on Form 12b-25 cover

CUSIP 97382D 600 CUSIP listed on the Form 12b-25 cover

Company contact phone (215) 488-9300 Contact for the notification: Jed Latkin, CEO

Key Terms

Form 12b-25, Rule 12b-25, Form 10-K

3 terms

Form 12b-25 regulatory

"Form 12b-25 NOTIFICATION OF LATE FILING SEC FILE"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"fifteen calendar day extension period provided under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"Annual Report on Form 10-K (the “Form 10-K”)"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-39290
CUSIP NUMBER 97382D 600

(Check One): ☒ Form 10-K          ☐ Form 20-F          ☐ Form 11-K

☐ Form 10-Q          ☐ Form 10-D          ☐ Form N-CEN         ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

Windtree Therapeutics, Inc.

Full Name of Registrant

Discovery Laboratories, Inc.

Former Name if Applicable

2600 Kelly Rd., Suite 100

Address of Principal Executive Office (Street and Number)

Warrington, PA 18976

City, State and Zip Code

PART II -- RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒ (a) The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, our existing resources are limited.  In response to our limited liquidity, the Company is seeking sources of capital through potential strategic transactions. The Company management has devoted significant resources toward finalizing its financial statements and disclosures, however, the Company was required to devote a significant amount of time and other Company resources to other matters such as financing opportunities, which normally would be devoted to the preparation of the Annual Report on Form 10-K (the “Form 10-K”) and related matters. There can be no assurance that a strategic transaction will be consummated. As a result of these factors, the Company’s limited resources have caused a delay in the Company’s ability to complete and file its Form 10-K for the fiscal year ended December 31, 2025 by the required deadline without unreasonable effort and expense.

The Company expects to be in a position to file the Form 10-K on or before April 15, 2026, the prescribed due date under the fifteen calendar day extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Jed Latkin		(215)		488-9300
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Windtree Therapeutics, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	March 31, 2026		By	/s/ Jed Latkin
				Name: Jed :Latkin Title:   Chief Executive Officer

FAQ

Why did WINT file Form 12b-25 for its 2025 Form 10-K?

Because management cited limited liquidity and time spent pursuing potential strategic financing transactions. The company says those resource constraints delayed completion of audited financial statements and disclosures required for the Form 10-K.

When does Windtree expect to file the delayed 2025 Form 10-K?

Windtree expects to file the Form 10-K on or before April 15, 2026. That date uses the fifteen-calendar-day extension provided under Rule 12b-25 of the Securities Exchange Act.

Does the 12b-25 filing say the company will or won’t complete a strategic transaction?

No, the filing explicitly states there can be no assurance a strategic transaction will be consummated. Management says it is seeking sources of capital but provides no definitive outcome or agreement details.

Who can be contacted about Windtree's late filing?

Contact is listed as Jed Latkin, Chief Executive Officer, at (215) 488-9300. He is the named company representative for questions regarding the Form 12b-25 notification.