[NT 10-Q] WINDTREE THERAPEUTICS INC /DE/ SEC Filing

Rhea-AI Filing Summary

Windtree Therapeutics (WINT) filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, citing the need for additional time to finalize financial statements and disclosures. The company expects to file within five calendar days of the prescribed due date.

Windtree estimates a net loss of $28.1 million for the quarter, compared to $2.7 million in the prior-year period. The estimated loss reflects a $16.1 million impairment on intangible assets and a $15.0 million loss on debt issuance related to a $10.0 million commitment note recorded at its fair value of $15.0 million, partially offset by a $3.2 million deferred tax benefit tied to the impairment. These results are preliminary and subject to change upon completion of the reporting process.

Positive

• None.

Negative

• Preliminary net loss rose to $28.1M vs. $2.7M year-ago quarter
• $16.1M impairment on intangible assets in the quarter
• $15.0M loss on debt issuance linked to a $10.0M commitment note

Insights

Equity analyst – biotech and special situations

Materially higher preliminary loss driven by impairment and financing-related charge.

Windtree Therapeutics signaled a delayed 10-Q but intends to file within five days. The company estimates a net loss of $28.1M for the quarter ended September 30, 2025, versus $2.7M a year ago, indicating a significant deterioration in quarterly results.

The disclosed drivers are a non-cash $16.1M impairment of intangible assets and a $15.0M loss on debt issuance tied to a $10.0M commitment note recorded at fair value of $15.0M, offset by a $3.2M deferred tax benefit. These items suggest both asset write-downs and financing-related costs concentrated in the period.

The figures are preliminary and may change when the 10-Q is filed. Actual impact will depend on the final numbers and any additional disclosures regarding liquidity, debt terms, and ongoing R&D plans once the quarterly report is available.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

001-37392

CUSIP NUMBER

03763A207

(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:

September 30, 2025

☐

Transition Report on Form 10-K

☐

Transition Report on Form 20-F

☐

Transition Report on Form 11-K

☐

Transition Report on Form 10Q

For the Transition Period Ended:

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

Not Applicable

Former Name if Applicable

2600 Kelly Road, Suite 100

Address of Principal Executive Office (Street and Number)

Warrington, Pennsylvania 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.

Windtree Therapeutics, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”) within the prescribed time period without unreasonable effort and expense because additional time is required to finalize the Company’s financial statements and related disclosures required to be included in the Form 10-Q. The Company expects to file the Form 10-Q within five calendar days following the prescribed due date.

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 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.
	The Company estimates that net loss for the quarter ended September 30, 2025 was $28.1 million, compared to $2.7 million for the quarter ended September 30, 2024. This increased net loss in the quarter ended September 30, 2025 as compared to the quarter ended September 30, 2024 is primarily due to a $16.1 million dollar impairment loss on intangible assets, offset by a $3.2 million deferred tax benefit as a result of the charge. In addition, for the quarter ended September 30, 2025, the Company estimates a loss on debt issuance of $15.0 million as compared to no loss on debt issuance for the quarter ended September 30, 2024. Such loss on debt issuance relates to the $10.0 million commitment note payable related to the common stock purchase agreement, dated July 23, 2025, as amended by the amendment, dated as of October 23, 2025, recorded at its fair value of $15.0 million.  These financial results are preliminary and are subject to change in connection with the completion of the reporting process and preparation of the Quarterly Report. Actual financial results for the quarter ended September 30, 2025 could vary from the foregoing.

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:

November 14, 2025

By:

/s/ Jed Latkin

Jed Latkin

President and Chief Executive Officer

FAQ

What did Windtree Therapeutics (WINT) file?

Windtree filed a Form 12b-25, notifying a late filing of its Form 10-Q for the quarter ended September 30, 2025.

When does Windtree expect to file the 10-Q?

The company expects to file within five calendar days following the prescribed due date.

What is Windtree’s estimated net loss for Q3 2025?

Windtree estimates a net loss of $28.1 million, compared to $2.7 million in the prior-year quarter.

What drove the larger quarterly loss?

An estimated $16.1 million impairment of intangible assets and a $15.0 million loss on debt issuance, partially offset by a $3.2 million deferred tax benefit.

What financing item affected results?

A $10.0 million commitment note tied to a common stock purchase agreement, recorded at its fair value of $15.0 million.

Are these results final?

No. The company states these results are preliminary and subject to change upon completion of the reporting process.