MicroSectors™ Energy 3X Leveraged ETN SEC Filings

Bank of Montreal (BMO) is offering Senior Medium-Term Notes, Series K – “Autocallable Barrier Notes with Contingent Coupons” – maturing 21 July 2028. The $1,000-denominated unsecured notes are linked to the least-performing of three major U.S. equity indices: the S&P 500 (SPX), NASDAQ-100 (NDX) and Russell 2000 (RTY).

• Contingent coupon: 0.7542 % paid monthly (≈ 9.05 % p.a.) if, on the relevant Observation Date, the closing level of each index is ≥ 70 % of its Initial Level (the “Coupon Barrier”). No coupon is paid for any month in which at least one index closes below its Coupon Barrier.
• Automatic early redemption: Beginning 15 Jan 2026, the notes are called on any Observation Date when all indices are > 100 % of their Initial Levels. Investors then receive par plus the coupon due for that period; no further payments are made.
• Principal repayment at maturity: If not previously redeemed, holders receive par unless any index has fallen < 60 % of its Initial Level (the “Trigger Level”). A Trigger Event causes a loss of 1 % of principal for every 1 % decline in the worst-performing index, potentially down to $0.
• Credit & liquidity: All payments depend on BMO’s credit; the notes are not CDIC/FDIC insured and will not be listed on an exchange. Estimated initial value is $985.20 (range: ≥ $935) versus a public offering price of 100 % of par; up to 0.70 % selling commission applies.
• Key dates (expected): Pricing 16 Jul 2025; Settlement 21 Jul 2025; Valuation 18 Jul 2028; Maturity 21 Jul 2028. Monthly coupons and observation dates fall on the 21st of each month (adjusted for business days).

Risk highlights include potential loss of entire principal, non-payment of any coupons, dependence on the worst-performing index, limited secondary market, and BMO credit risk. The product offers high conditional income and possible early return of capital, but no participation in upside beyond coupon payments.

Bank of Montreal (BMO) is offering Senior Medium-Term Notes, Series K – “Autocallable Barrier Notes with Contingent Coupons” – maturing 21 July 2028. The $1,000-denominated unsecured notes are linked to the least-performing of three major U.S. equity indices: the S&P 500 (SPX), NASDAQ-100 (NDX) and Russell 2000 (RTY).

• Contingent coupon: 0.7542 % paid monthly (≈ 9.05 % p.a.) if, on the relevant Observation Date, the closing level of each index is ≥ 70 % of its Initial Level (the “Coupon Barrier”). No coupon is paid for any month in which at least one index closes below its Coupon Barrier.
• Automatic early redemption: Beginning 15 Jan 2026, the notes are called on any Observation Date when all indices are > 100 % of their Initial Levels. Investors then receive par plus the coupon due for that period; no further payments are made.
• Principal repayment at maturity: If not previously redeemed, holders receive par unless any index has fallen < 60 % of its Initial Level (the “Trigger Level”). A Trigger Event causes a loss of 1 % of principal for every 1 % decline in the worst-performing index, potentially down to $0.
• Credit & liquidity: All payments depend on BMO’s credit; the notes are not CDIC/FDIC insured and will not be listed on an exchange. Estimated initial value is $985.20 (range: ≥ $935) versus a public offering price of 100 % of par; up to 0.70 % selling commission applies.
• Key dates (expected): Pricing 16 Jul 2025; Settlement 21 Jul 2025; Valuation 18 Jul 2028; Maturity 21 Jul 2028. Monthly coupons and observation dates fall on the 21st of each month (adjusted for business days).

Risk highlights include potential loss of entire principal, non-payment of any coupons, dependence on the worst-performing index, limited secondary market, and BMO credit risk. The product offers high conditional income and possible early return of capital, but no participation in upside beyond coupon payments.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering $7.725 million of Autocallable Contingent Coupon Index-Linked Notes due July 7, 2028. The notes are part of Goldman’s Series F medium-term note program and reference three equity benchmarks: the Nasdaq-100 Technology Sector Index (NDXT), Russell 2000 Index (RTY) and S&P 500 Index (SPX).

Income mechanics

• Contingent monthly coupon of $9.792 per $1,000 face (0.9792% monthly, up to ~11.75% p.a.).
• Coupon is paid only if the closing level of each index on the observation date is ≥ 70% of its initial level (the “coupon trigger”).

Automatic call feature

• Beginning October 2025, the notes are automatically redeemed at par (plus the related coupon) if, on any call observation date, each index is ≥ its initial level.
• Early redemption shortens duration but caps total income.

Principal repayment

• If not called, at maturity investors receive:
    • Par, provided every index closes ≥ 60% of its initial level (“trigger buffer”).
    • Otherwise, repayment is reduced 1-for-1 with the worst-performing index, potentially to $0.
• No participation in upside beyond par—maximum redemption is 100% of face plus final coupon.

Key economic terms

• Initial index levels: NDXT 11,647.79; RTY 2,226.377; SPX 6,227.42.
• Coupon/Call observation dates: monthly Aug 2025 – Jul 2028 (see schedule).
• Price: 100% of face; underwriting discount 0.382%; net proceeds 99.618%.
• Estimated value on trade date: not less than par (exact figure not disclosed).

Principal risks highlighted

• Total loss of investment if any index finishes < 60% of start level.
• Coupon is non-guaranteed; investors may receive zero income for the entire term.
• No upside participation; gains in referenced indices above par do not increase payoff.
• Exposure to the credit risk of GS Finance Corp. (issuer) and Goldman Sachs Group (guarantor).
• Limited liquidity; GS &Co. may—but is not obliged to—make a market.
• Concentration risk: NDXT is tech-heavy; RTY represents small-caps; SPX large-caps.

Tax & distribution

• Sidley Austin LLP opinion: notes treated as income-bearing prepaid derivative contracts; coupons taxed as ordinary income; treatment uncertain.
• GS &Co. (affiliate) acts as underwriter and market-maker, creating a FINRA Rule 5121 conflict of interest.

Investor takeaway: The product targets investors seeking elevated potential income (up to ~11.75% p.a.) and willing to accept significant downside risk, lack of upside participation, issuer credit exposure, and the possibility of receiving no coupons. A 60% buffer offers conditional protection, but below that threshold principal is impaired dollar-for-dollar, potentially to zero.

UBS AG is marketing Phoenix Autocallable Buffer Notes with Memory Interest linked to Alphabet Inc. Class A (GOOGL). The one-year notes are unsecured senior obligations of UBS AG London Branch and are designed to provide high contingent income in exchange for significant downside and credit risk.

Key economic terms (to be fixed on 11 Jul 2025):

• Principal: $1,000 per note; minimum purchase 10 notes.
• Tenor: ≈ 54 weeks; maturity 29 Jul 2026 unless called earlier.
• Quarterly contingent coupon: ≥ $36.875 (3.6875%) if GOOGL closes ≥ 85 % of initial price on any observation date. Missed coupons accrue under the “memory” feature.
• Automatic call: triggered on any quarterly observation if GOOGL ≥ initial price; pays par plus due/“memory” coupons.
• Downside protection: 15 % buffer. If final price ≥ 85 % of initial, par is repaid; otherwise investors receive a cash equivalent equal to the share-delivery amount × final price, losing approximately 1.1765 % of principal for each 1 % decline below the threshold.
• Estimated issue value: $955–$985 (4.5–1.5 % OID versus $1,000 issue price).
• Distribution: UBS Securities as lead, resold by J.P. Morgan Securities; $10 underwriting discount per note.

Risk highlights include full equity downside below the 85 % barrier, no participation in upside beyond coupons, limited liquidity (no listing), complex U.S. tax treatment, and UBS credit/FINMA bail-in risk. Coupons are contingent, and reinvestment risk arises if the notes are called early.

Investor suitability: suitable only for investors comfortable with short-term structured products, high equity volatility, potential loss of principal, and UBS senior unsecured credit exposure. Not appropriate for investors needing guaranteed income or full principal protection.

Bank of Montreal (Issuer) is marketing six-month Barrier Notes linked to the Invesco QQQ Trust (QQQ) and the SPDR S&P 500 ETF Trust (SPY). Investors pay a minimum of $5,000 per note and receive a fixed coupon of 0.583% each month (≈7.00% per annum). Coupons are scheduled on the 15th of every month, starting 15 Aug 2025 and ending at maturity (≈15 Jan 2026).

Principal protection is conditional. If, on the single valuation date, the closing level of either ETF is below 75 % of its initial level (“Trigger Event”), repayment shifts from cash to a Physical or Cash Delivery Amount based on the least-performing ETF. In that case, investors lose 1 % of principal for every 1 % decline below the initial level and could lose their entire investment.

Key terms

• Offering closes: 10 Jul 2025; pricing: ≈15 Jul 2025; settlement: ≈12 Jan 2026
• Term: ~6 months
• Trigger Level: 75 % of each ETF’s initial closing level
• Secondary market: not listed; Citigroup Global Markets intends (but is not obliged) to make a market
• Credit risk: unsecured, senior debt of Bank of Montreal (CIK 927971)

Risk highlights

• Exposure to the least-performing ETF amplifies downside risk
• Coupons cap upside; maximum return is 7 % per annum
• Notes are illiquid and subject to issuer pricing and bid-offer spreads
• Unsecured claim on BMO; no FDIC or CDIC insurance

The product may appeal to investors seeking short-term income and willing to accept full downside if either ETF falls more than 25 % during the term.

Windtree Therapeutics, Inc. (Nasdaq: WINT) has filed Amendment No. 1 to its Form S-1 to register up to 42,168,035 shares of common stock for resale by existing investors. The shares correspond to 300 % of the common stock that could be issued upon conversion of 3,688 outstanding Series D convertible preferred shares (including 10 % stock dividends through October 29 2026) that were sold in an April 29 2025 private placement for approximately $2.5 million in gross proceeds. Each preferred share is initially convertible at $1.368 and may adjust down to a floor of $0.274. Prior to shareholder approval, conversions are capped at 19.99 % of pre-transaction shares outstanding.

Key elements of the filing include:

• Capital structure: 9.25 million common shares outstanding as of July 2 2025; up to 51.4 million if all Series D preferred, options, warrants and other dilutive securities are exercised or converted.
• Reverse splits: A 1-for-50 reverse split became effective on Feb 20 2025 (the fourth split since 2020) to maintain Nasdaq listing compliance.
• Use of proceeds: Windtree will not receive any proceeds from the resale; selling stockholders bear selling costs.
• Financial position: Cash and equivalents were $1.8 million at Dec 31 2024 and $1.2 million at Mar 31 2025 versus current liabilities of $5.7 million and $6.5 million, respectively. Accumulated deficit totals $846.6 million. Auditors cite substantial doubt about going-concern ability beyond July 2025 without new financing.
• Business overview: Pipeline led by istaroxime (Phase 2 cardiogenic shock/acute heart failure, Fast Track status); additional SERCA2a activators, rostafuroxin for genetically defined hypertension, and a newly acquired aPKCi oncology platform. In January 2025 Windtree adopted a strategy to acquire small, revenue-generating companies with FDA-approved assets.
• Recent financings: Multiple convertible notes and warrants issued to Seven Knots and Keystone Capital in June–July 2025 (14 % coupon, $0.587 conversion price, five-year warrants).
• Risk highlights: potential heavy dilution, limited liquidity, dependence on external capital, restrictive covenants, and market overhang from 42 million registered shares.

The amendment contains customary sections (Risk Factors, Plan of Distribution, Description of Securities) but does not alter the economic terms of the April 2025 financing or include new financial statements.

Bank of Montreal (BMO) is offering US$1.331 million of Senior Medium-Term Notes, Series K ― “Digital Return Barrier Notes due August 10, 2026.” The notes are linked to the least-performing of the S&P 500 Index (SPX) and Russell 2000 Index (RTY). Investors pay 100% of principal at settlement (July 08 2025) and receive a single payment at maturity (Aug 10 2026).

Pay-out structure

• Digital Return: 10.20% ($1,102 per $1,000) if the Final Level of the worst index is ≥ 80% of its July 02 2025 Initial Level.
• Downside: If the Final Level is < 80%, principal is reduced point-for-point with the index decline (e.g., –30% index → $700; –100% → $0). No principal protection.
• No periodic coupons; the notes are unsecured, unsubordinated obligations of BMO and will not be listed on any exchange.

Key terms

• Initial Levels: SPX 6,227.42; RTY 2,226.377
• Barrier/Digital Barrier: 80% of Initial Levels (SPX 4,981.94; RTY 1,781.102)
• Agent commission: 1.93%; net proceeds 98.07%
• Estimated initial value: $972.78 per $1,000 (≈ 97.28%), reflecting structuring & hedging costs
• CUSIP: 06376EKW1; calculation & selling agent: BMO Capital Markets (BMOCM)

Primary risks

• Market risk: Any decline >20% in the worst index triggers dollar-for-dollar loss of principal up to 100%.
• Limited upside: Return capped at 10.20% even if indices rise substantially.
• Credit & liquidity risk: Payment depends on BMO credit; no exchange listing and BMOCM is not obliged to make a market.
• Pricing inefficiency: Purchase price exceeds estimated value by ~2.72%, plus potential bid-ask discounts in any secondary trading.

Bank of Montreal (BMO) will issue Senior Medium-Term Notes, Series K – Autocallable Barrier Enhanced Return Notes – that mature on 31 July 2028. The notes are linked to the least-performing of two equity benchmarks: the Nasdaq-100 Technology Sector Index (NDXT) and the Russell 2000 Index (RTY).

Return mechanics

• Upside participation: If the notes are outstanding to maturity and the Least Performing Reference Asset closes at or above its Initial Level, investors receive 225% of the positive percentage change, with no explicit cap.
• Automatic call: Starting 31 July 2026, the notes will be automatically redeemed if both indices close above their Initial Levels on any Observation Date. The Call Amount equals $165 (year 1) or $330 (year 2) per $1,000, representing roughly 16.5% simple return per annum. After redemption, no further upside is available.
• Downside protection: Principal is protected down to a 70% barrier. If the Least Performing Reference Asset closes below 70% of its Initial Level at maturity, principal loss is 1-for-1 with the decline, up to total loss.

Key terms

• Pricing Date: 25 July 2025; Settlement: 30 July 2025.
• Valuation Date: 26 July 2028; Maturity: 31 July 2028.
• Issue price: 100% of face; estimated initial value: $965.20 (min $915) due to embedded costs.
• Agent commission: 1.20%; CUSIP: 06376EQY1; denominations: $1,000.
• No interest payments; not listed on any exchange; secondary liquidity, if any, will be provided at BMOCM’s discretion.

Risk highlights

• Exposure to Bank of Montreal credit risk; notes are unsecured obligations.
• If the Least Performing Reference Asset falls more than 30%, principal loss is uncapped.
• Early redemption risk: strong index performance triggers a call, limiting upside to the fixed Call Amount.
• Market value discount: embedded costs and hedging expenses mean secondary prices are expected to trade below issue price.
• Sector concentration (technology) and small-cap volatility heighten index risk; notes lack dividend exposure.

The product suits investors with a bullish to moderately bullish view on both indices over three years who can tolerate credit risk, path-dependency, illiquidity and potential loss of capital.

Bank of Montreal (BMO) is marketing Auto-Callable Market Linked Securities with Contingent Coupons, Memory Feature and Contingent Downside Principal at Risk, linked to the worst performer among Apple Inc., Broadcom Inc. and McDonald’s Corporation. The $1,000-denominated notes price on 11 Jul 2025, settle on 16 Jul 2025 and mature on 14 Jul 2028 (3-year tenor unless called earlier).

Income profile: Investors receive a quarterly contingent coupon of at least 21.25 % p.a. (5.3125 % per quarter) provided the worst-performing underlier is ≥ 80 % of its starting value on the relevant calculation day. The “memory” feature adds any missed coupons once the threshold is next met.

Auto-call: From Oct 2025 to Apr 2028, if the worst performer is ≥ its starting value on a calculation day, the notes are automatically called at par plus the coupon, ending the investment early and creating reinvestment risk.

Principal repayment: If not previously called, at maturity holders receive: (i) 100 % of face if the worst performer is ≥ 70 % of its starting value; or (ii) par × performance factor of the worst performer if it is < 70 %. Investors therefore face full downside exposure below the 30 % buffer and could lose all principal.

Key structural terms: Starting values set on pricing date; coupon threshold 80 %; downside threshold 70 %; estimated initial value disclosed as $966.40 (96.64 % of face) and will not be less than $916.00. Agent discount up to 2.325 %; additional dealer fees up to 0.30 %.

Risks highlighted: conditional coupons (may receive none), potential loss of > 30 % of principal, reliance on worst performer, credit risk to BMO, illiquid secondary market, pricing transparency, and uncertain U.S. tax treatment. The notes are unsecured, not FDIC-insured and will not list on any exchange.