Welcome to our dedicated page for Windtree Therapeutics SEC filings (Ticker: WINT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Windtree Therapeutics, Inc. (WINT) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered summaries that help explain complex documents. Windtree continues to file current reports on Form 8-K, registration statements on Form S-1, proxy statements on Schedule 14A and notifications of late filing on Form 12b-25, giving investors insight into its financing arrangements, capital structure, listing status and strategic decisions.
For WINT, several 8-K filings detail senior convertible promissory notes and commitment notes issued to institutional investors. These filings describe interest rates, maturity dates, conversion prices tied to recent trading prices, beneficial ownership limits, anti-dilution provisions, prepayment obligations linked to equity financings and rights in the event of fundamental transactions. AI summaries can highlight how these terms may affect potential dilution, liquidity and the company’s ability to raise capital.
Other key filings include 8-K reports on the termination of a cardiogenic shock clinical study of istaroxime, settlement of a disputed real estate purchase agreement, and a Nasdaq delisting notice explaining the transition of WINT trading from the Nasdaq Capital Market to the over-the-counter market. Form 12b-25 notifications outline reasons for delayed quarterly reports and, in one case, provide preliminary estimates of a significant change in net loss driven by impairment and debt issuance accounting. The company’s S-1 registration statement and definitive proxy statement describe its equity structure, preferred stock series, warrants, equity line of credit and proposals to increase authorized shares and effect a reverse stock split.
On this page, AI tools can help you quickly understand the main points of lengthy 10-Q, 10-K, S-1 and 8-K filings, flag important sections on convertible securities, impairment charges, listing status and clinical program changes, and surface Form 4 insider transaction data when available. Real-time updates from EDGAR ensure that new Windtree filings, amendments and exhibits are added promptly, so you can review both the raw documents and concise explanations before making your own assessments about WINT.
Windtree Therapeutics (WINT) is asking shareholders to approve a package of financing and corporate actions at a virtual Special Meeting on August 28, 2025. The company proposes multiple issuances of common stock tied to conversions and warrant exercises, an equity line of credit (ELOC), an increase in authorized shares to 1,000,000,000, an increase to its equity incentive plan, and a board-authorized reverse stock split between 1-for-2 and 1-for-25.
Key financing terms disclosed include: Series D conversion price of $1.368 (would represent ~2,695,907 shares or 8.6% if fully converted); Promissory Notes conversion price of $0.587 (up to 9,708,860 shares or 25.3%); PIPE Warrants exercisable at $0.587 or $1.10 (up to 5,871,040 shares or 17.1%); Series E proposed initial conversion price of $0.30 (could result in ~219,500,000 shares or 88.5%, and up to ~731,666,667 shares or 96.2% if expanded); and an ELOC with Seven Knots allowing up to $500 million (potentially ~514,085,955 shares or 94.7% at $0.9726). The board unanimously recommends voting FOR all proposals.
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, Inc. (Nasdaq: WINT) has filed Amendment No. 2 to its Form S-1 to register the resale of up to 62,600,618 shares of common stock—more than 5× its current 11.6 million shares outstanding. The shares relate to:
- 46.9 million Series D conversion shares (Series D preferred issued April–May 2025; convertible as low as $0.274).
- 9.8 million shares issuable on conversion of recent senior secured promissory notes issued June 5–July 2 2025 (conversion price $0.587).
- 5.9 million warrant shares from the same note financings (exercise prices $0.587 or $1.10).
The company will receive no proceeds from these sales; all proceeds accrue to the selling stockholders. Windtree will, however, bear all registration expenses.
Windtree completed a 1-for-50 reverse split effective 20 Feb 2025; the last reported price on 9 Jul 2025 was $0.675. The filing reiterates the company’s going-concern uncertainty: cash & equivalents were only $1.8 million (12/31/24) and $1.2 million (3/31/25), versus current liabilities of $5.7 million and $6.5 million, respectively. Management believes resources fund operations only through July 2025 and is actively seeking additional capital.
Strategic update: Beyond its cardiovascular pipeline (lead candidate istaroxime in Phase 2), Windtree adopted a buy-and-build strategy in Jan 2025 to acquire small companies with FDA-approved products, funding deals primarily with equity. Numerous convertible note financings executed in June–July 2025 carry investor put rights on future financings and require registration of underlying shares, adding pressure on liquidity and potential dilution.
Key risks highlighted include: (1) massive potential dilution from registered shares; (2) cash burn and recurring losses ($26.1 million loss in 2024, $846.6 million accumulated deficit); (3) restrictive covenants that may hamper future financings; and (4) Nasdaq 19.99 % share-issuance cap until shareholder approval is obtained.
FAQ
What is the current stock price of Windtree Therapeutics (WINT)?
What is the market cap of Windtree Therapeutics (WINT)?
