---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-010927"
form_type: "8-K"
ticker: "WINT"
cik: "0000946486"
company_name: "WINDTREE THERAPEUTICS INC /DE/"
filed_at: "2023-04-24T23:59:59+00:00"
generated_at: "2026-06-16T20:57:10.905416+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Windtree Therapeutics closes public offering of common stock and warrants for net proceeds of $10.8M

## Summary
- Closed public offering of 3,686,006 shares of common stock and warrants for additional 3,686,006 shares at $2.93 per unit.
- Net proceeds of approximately $10.8M after underwriting discounts and expenses; $3.5M earmarked for istaroxime Phase 2 cardiogenic shock trial.
- Underwriter's option exercised in full for additional 552,900 shares and warrants.
- Warrants immediately exercisable at $2.93, expire in 5 years, subject to 4.99% (or 9.99%) beneficial ownership limitation.
- 75-day lock-up on further equity issuances; common warrants not listed on any exchange.

## SEC filing metadata
- accession: 0001437749-23-010927
- form_type: 8-K
- ticker: WINT
- cik: 0000946486
- company_name: WINDTREE THERAPEUTICS INC /DE/
- filed_at: 2023-04-24T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/946486/000143774923010927/0001437749-23-010927-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/946486/000143774923010927/wint20230421_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-010927
- JSON: https://secwatch.observer/filing/0001437749-23-010927.json
- Plain text: https://secwatch.observer/filing/0001437749-23-010927.txt

## Key facts
- Material Agreements
  WINDTREE THERAPEUTICS INC /DE/ entered into Underwriting Agreement with Ladenburg Thalmann & Co. Inc. valued at approximately $10.8 million (effective 2023-04-20).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Ladenburg Thalmann & Co. Inc.
  - Value: approximately $10.8 million
  - Effective: 2023-04-20
  source text: On April 20, 2023, Windtree Therapeutics, Inc. (the “ Company ”), entered into an underwriting agreement (the “ Underwriting Agreement ”) with Ladenburg Thalmann & Co. Inc., as the sole underwriter (the “ Underwriter ”), relating to the issuance and sale in a public offering (the “ Offering ”) of 3,686,006 shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), and accompanying warrants exercisable for an aggregate of 3,686,006 shares of Common Stock (the “ Common Warrants ”), as well as up to 552,900 additional shares of Common Stock and additional Common Warrants to purchase up to an aggregate of 552,900 shares of Common Stock that may be purchased pursuant to a 45-day option to purchase additional securities granted to the Underwriter by the Company, which option was exercised in full.
  evidence_url: https://www.sec.gov/Archives/edgar/data/946486/000143774923010927/0001437749-23-010927-index.htm
- Material Agreements
  WINDTREE THERAPEUTICS INC /DE/ entered into Warrant Agreement with Continental Stock Transfer & Trust Company.
  - Action: entry
  - Counterparty: Continental Stock Transfer & Trust Company
  source text: In connection with the Offering, the Company entered into a Warrant Agency Agreement with Continental Stock Transfer & Trust Company (“ Warrant Agreement ”) pursuant to which Continental Stock Transfer & Trust Company agreed to act as warrant agent with respect to the Common Warrants.
  evidence_url: https://www.sec.gov/Archives/edgar/data/946486/000143774923010927/0001437749-23-010927-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.