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.
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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.
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鈥檚 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鈥攎ore than 5脳 its current 11.6 million shares outstanding. The shares relate to:
- 46.9 million Series D conversion shares (Series D preferred issued April鈥揗ay 2025; convertible as low as $0.274).
- 9.8 million shares issuable on conversion of recent senior secured promissory notes issued June 5鈥揓uly 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鈥檚 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鈥揓uly 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.
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