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Windtree Therapeutics filed a preliminary S-1 registering up to 751,872,888 shares of common stock for resale. The registration covers up to 722,242,771 ELOC Shares tied to a common stock purchase agreement with Seven Knots, LLC, including 555,555,556 Purchase Shares issuable at the company’s discretion and up to 166,687,215 Note Shares issuable upon conversion of a $10.0 million Commitment Note. It also covers up to 29,630,117 Subject Note Shares issuable upon conversion of senior convertible promissory notes due 2026.
The company states it will not receive proceeds from selling stockholders’ resales. Separately, it may receive up to $50 million from sales of Purchase Shares to Seven Knots under the ELOC pursuant to this prospectus. The ELOC includes a 4.99% beneficial ownership cap for Seven Knots; the Subject Notes include a 4.99% cap (holders may increase to 9.99% with notice). Shares outstanding were 33,634,220 as of October 17, 2025. The company’s common stock trades on the OTCID Basic Market under “WINT.”
Windtree Therapeutics entered a financing on October 9, 2025, issuing an aggregate principal amount of
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
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
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