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WINDTREE THERAPEUTICS INC /DE/ — fact timeline

Source-grounded facts extracted from WINDTREE THERAPEUTICS INC /DE/'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

WINT WINDTREE THERAPEUTICS INC /DE/ JSON
Debt Financings

WINDTREE THERAPEUTICS INC /DE/ incurred convertible notes of $857,142.86 with an institutional investor at 10% per annum maturing November 26, 2026.

“issued to an institutional investor (the “Holder”) an aggregate principal amount of $857,142.86 in senior convertible promissory notes due 2026 (the “2026 Notes”).”
Equity Issuances

WINDTREE THERAPEUTICS INC /DE/ issued 80% of the cash purchase price paid per share, unit or other security denomination of convertible note to the other investors in such transaction for cash purchase price.

“Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth under Item 3.01 relating to the Commitment Notes is hereby incorporated into this Item 3.02 by reference. The foregoing description of the Commitment Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment Notes, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Company issued the Commitment Notes in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.”
Debt Financings

WINDTREE THERAPEUTICS INC /DE/ incurred convertible notes of $1,600,000 with institutional investors at 10% per annum on a 360-day basis maturing October 9, 2026.

“On October 9, 2025, Windtree Therapeutics, Inc. (the “Company”) issued to institutional investors (collectively, “Holders” and each a “Holder”) an aggregate principal amount of $1,600,000 in senior convertible promissory notes due 2026 (the “Commitment Notes”).”
Listing & Compliance Notices

WINDTREE THERAPEUTICS INC /DE/ received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).

“August 19, 2025, Windtree Therapeutics Inc. (the “ Company ” ) was notified by The Nasdaq Stock Market LLC (“ Nasdaq ”) that as a result of the Company’s previously disclosed noncompliance with Nasdaq Listing Rule 5550(a)(2), Nasdaq has determined to delist the Company’s common stock from the Nasdaq Capital Market and, accordingly, will suspend trading in the Company’s common stock effective at the open of trading on August 21, 2025. The Company expects that its common stock will begin trading publicly on the over-the-counter market on August 21, 2025, under its existing symbol “WINT.” The Com”
Debt Financings

WINDTREE THERAPEUTICS INC /DE/ incurred convertible notes of $10,000,000 at 5% per annum maturing April 23, 2026.

“the Company issued a convertible promissory note (the “Commitment Note”) to the Purchaser in the amount of $10,000,000. The Commitment Note matures on April 23, 2026 (the “Maturity Date”) and will bear interest at 5% per annum on a 365-day basis, due and payable on the Maturity Date.”
Listing & Compliance Notices

WINDTREE THERAPEUTICS INC /DE/ received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)(iv), 5815(4)(A)).

“June 18, 2025, Windtree Therapeutics, Inc. (the “ Company ”) received a deficiency letter (the “ Bid Price Deficiency Letter ”) from the Nasdaq Listing Qualifications Department (the “ Staff ”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“ Minimum Bid Price Requirement ”). Normally, a company would be afforded a 180-cal”

Craig Fraser resigned as Director at WINDTREE THERAPEUTICS INC /DE/.

“On April 17, 2025, Mr. Fraser notified the Windtree Therapeutics, Inc.(the “ Company ”) Board of Directors (the “ Board ”) of his resignation from the Board, effective immediately.”
Debt Financings

WINDTREE THERAPEUTICS INC /DE/ incurred senior notes of aggregate principal amount of $312,500 with two institutional investors at 10% per annum maturing January 4, 2026.

“On April 4, 2025, the Company agreed to issue and sell to two institutional investors (the “Holders”) 20% OID Senior Secured Promissory Notes in an aggregate principal amount of $312,500 (the “Notes”), at an original issue discount of 20%, for gross proceeds of $250,000.”
Debt Financings

WINDTREE THERAPEUTICS INC /DE/ incurred senior notes of aggregate principal amount of $156,250 with an additional institutional investor at 10% per annum maturing March 18, 2026.

“(ii) an additional institutional investor an aggregate principal amount of $156,250 in senior secured notes due in 2026”
Debt Financings

WINDTREE THERAPEUTICS INC /DE/ incurred senior notes of aggregate principal amount of $156,250 with an institutional investor at 10% per annum maturing March 18, 2026.

“the Company agreed to issue and sell to (i) an institutional investor an aggregate principal amount of $156,250 in senior secured notes due in 2026”
Governance Changes

WINDTREE THERAPEUTICS INC /DE/: Filed certificate of amendment to effect a 1-for-50 reverse stock split (effective 2025-02-20).

“On February 14, 2025, Windtree Therapeutics, Inc. (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock (“Common Stock”).”

Leanne Kelly was appointed as director and chair of the Audit Committee at WINDTREE THERAPEUTICS INC /DE/.

“On January 8, 2025, the Board of Directors (the "Board") of Windtree Therapeutics, Inc. (the "Company") approved an increase in the number of directors on the Board to five and appointed Leanne Kelly as a director and member and chair of the Audit Committee, effective immediately.”
Listing & Compliance Notices

WINDTREE THERAPEUTICS INC /DE/ received a nasdaq deficiency notice notice regarding board independence (rules 5605(b)(1), 5605(c)(2)(A)).

“December 4, 2024, the Company received a notice (the “ Audit Committee & Board Independence Notice ”) from the Nasdaq Listing Qualifications Department (the “ Staff ”) indicating that the Company no longer complies with the (i) Majority Independent Board Standard as set forth in Nasdaq Listing Rule 5605(b)(1) and (ii) Audit Committee Composition Standard as set forth in Nasdaq Listing Rule 5605(c)(2)(A). The Company is in the process of reviewing and evaluating potential options to regain compliance with these continued listing requirements noted above in a manner consistent with the cure peri”

Jed Latkin was appointed as President and Chief Executive Officer at WINDTREE THERAPEUTICS INC /DE/.

“the Company announced the appointment of Jed Latkin, age 50, a current member of the Board, to serve as the Company’s President and Chief Executive Officer, effective as of the Transition Date.”

Craig Fraser retired as President and Chief Executive Officer at WINDTREE THERAPEUTICS INC /DE/.

“Craig Fraser will retire as the Company’s President and Chief Executive Officer, effective as of December 1, 2024”

Jamie McAndrew was appointed as Senior Vice President and Chief Financial Officer at WINDTREE THERAPEUTICS INC /DE/.

“On September 25, 2024, the board of directors (the “ Board ”) of Windtree Therapeutics, Inc. (the “ Company ”) appointed Jamie McAndrew as Senior Vice President and Chief Financial Officer, effective as of September 25, 2024 (the “ Effective Date ”).”

Saundra Pelletier was appointed as Director at WINDTREE THERAPEUTICS INC /DE/.

“On August 13, 2024, the Board appointed Jed Latkin and Saundra Pelletier to fill the vacancies created by the resignation of Mr. Geffken and Ms. Williams, effective August 13, 2024.”

Jed Latkin was appointed as Director at WINDTREE THERAPEUTICS INC /DE/.

“On August 13, 2024, the Board appointed Jed Latkin and Saundra Pelletier to fill the vacancies created by the resignation of Mr. Geffken and Ms. Williams, effective August 13, 2024.”

Leslie J. Williams resigned as Director at WINDTREE THERAPEUTICS INC /DE/.

“On August 13, 2024, Daniel Geffken and Leslie J. Williams each notified Windtree Therapeutics, Inc. (the “Company”) of his or her resignation from the Board of Directors of the Company (the “Board”), including all committees of the Board on which he or she serves, effective August 13, 2024.”

Daniel Geffken resigned as Director at WINDTREE THERAPEUTICS INC /DE/.

“On August 13, 2024, Daniel Geffken and Leslie J. Williams each notified Windtree Therapeutics, Inc. (the “Company”) of his or her resignation from the Board of Directors of the Company (the “Board”), including all committees of the Board on which he or she serves, effective August 13, 2024.”
Governance Changes

WINDTREE THERAPEUTICS INC /DE/: Effected a 1-for-18 reverse stock split of common stock via amendment to the Amended and Restated Certificate of Incorporation (effective 2024-04-19).

“On April 19, 2024, the Company filed the Amendment for the Reverse Stock Split with the Secretary of State of the State of Delaware, and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 11:59 p.m. Eastern Time on April 19, 2024”
Earnings Releases

WINDTREE THERAPEUTICS INC /DE/ reported financial results for the fourth quarter and fiscal year ended December 31, 2023.

“On April 17, 2024, Windtree Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023.”
Shareholder Votes

WINDTREE THERAPEUTICS INC /DE/ shareholders approved Reverse Stock Split at the 2024-04-10 meeting.

“Proposal 1 – Reverse Stock Split . The Reverse Stock Split was approved, as follows: Votes For Votes Against Abstentions 3,225,151 1,819,203 13,921”
Governance Changes

WINDTREE THERAPEUTICS INC /DE/: Filed Certificate of Designation establishing Series B Preferred Stock effective April 3, 2024 (effective 2024-04-03).

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the Asset Purchase Agreement, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 2, 2024 for the purpose of establishing and designating the Series B Preferred Stock. The Certificate of Designation became effective on April 3, 2024.”
Debt Financings

WINDTREE THERAPEUTICS INC /DE/ incurred senior notes of $1.5 million with the buyers named therein at 10.0% per annum maturing January 2, 2025.

“the Company agreed to sell senior convertible notes in an aggregate principal amount of $1.5 million”
Material Agreements

WINDTREE THERAPEUTICS INC /DE/ entered into Asset Purchase Agreement with Varian Biopharmaceuticals, Inc. valued at up to $2,300,000 (effective 2024-04-02).

“On April 2, 2024, Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and between the Company and Varian Biopharmaceuticals, Inc., a Florida corporation (“Varian”).”

Craig E. Fraser was appointed as Principal Financial Officer at WINDTREE THERAPEUTICS INC /DE/.

“Craig E. Fraser, who currently serves as the Company’s President, Chief Executive Officer and Chairman of the Board of Directors, will assume the responsibilities of principal financial officer for purposes of the Securities Exchange Act of 1934, as amended, on an interim basis.”

John A. Tattory resigned as Interim Chief Financial Officer at WINDTREE THERAPEUTICS INC /DE/.

“On February 15, 2024, Windtree Therapeutics, Inc. (the “Company”) and John A. Tattory mutually agreed to Mr. Tattory’s resignation from his positions as the Interim Chief Financial Officer and principal financial officer of the Company, effective February 15, 2024.”
Material Agreements

WINDTREE THERAPEUTICS INC /DE/ amended Exchange and Termination Agreement with Deerfield Management Company, L.P. valued at Cash $200,000 and 608,272 shares of common stock in exchange for termination of milestone payment ri (effective 2024-01-24).

“On January 24, 2024, Windtree Therapeutics, Inc. (the “ Company ”) and affiliates of Deerfield Management Company, L.P. (collectively, “ Deerfield ”) entered into an Exchange and Termination Agreement (the “ Exchange and Termination Agreement ”).”
Listing & Compliance Notices

WINDTREE THERAPEUTICS INC /DE/ received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 22, 2024, Windtree Therapeutics, Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 31 consecutive business days, the closing bid price for the Company’s common stock, par value $0.001 per share (the “Common Stock”) has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). The Nasdaq deficiency letter has no immediate effect on the lis”
Material Agreements

WINDTREE THERAPEUTICS INC /DE/ entered into License, Development and Commercialization Agreement with Lee's Pharmaceutical (HK) Ltd. with Lee's Pharmaceutical (HK) Ltd. valued at up to $3.1 million in potential upfront pre-development, development, clinical, and regulatory miles (effective 2023-01-07).

“On January 12, 2024 Windtree Therapeutics, Inc. (the “ Company ”) entered into a License, Development and Commercialization Agreement with Lee’s Pharmaceutical (HK) Ltd., a company organized under the laws of Hong Kong (“ Lee ’ s ”), effective as of January 7, 2023 (the “ Lee ’ s License Agreement ”).”
Earnings Releases

WINDTREE THERAPEUTICS INC /DE/ reported third quarter ended September 30, 2023 results: net income net loss of $4.4 million, EPS $0.86 per basic share.

“Windtree Therapeutics Reports Third Quarter 2023 Financial Results and Provides Key Business Updates”
Material Agreements

WINDTREE THERAPEUTICS INC /DE/ terminated Prior At The Market Offering Agreement with Ladenburg Thalmann & Co. Inc. valued at terminated (effective 2023-11-09).

“On November 9, 2023, the Company and Ladenburg, in connection with entering into the Sales Agreement, jointly terminated the At The Market Offering Agreement, dated as of September 17, 2020, by and between the Company and Ladenburg (the “ Prior Sales Agreement ”).”
Material Agreements

WINDTREE THERAPEUTICS INC /DE/ entered into At The Market Offering Agreement with Ladenburg Thalmann & Co. Inc. valued at up to $2,054,024 (effective 2023-11-09).

“On November 9, 2023, Windtree Therapeutics, Inc. (the “ Company ”), entered into an At The Market Offering Agreement (the “ Sales Agreement ”) with Ladenburg Thalmann & Co. Inc. (“ Ladenburg ”), under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “ Shares ”), initially having an aggregate offering price of up to $2,054,024 through Ladenburg as agent and/or principal (the “ Offering ”).”

Jamie McAndrew was appointed as Vice President, Controller & Chief Accounting Officer at WINDTREE THERAPEUTICS INC /DE/.

“Effective August 24, 2023, the Board of Directors (the “ Board ”) of Windtree Therapeutics, Inc. (the “ Company ”) appointed Jamie McAndrew as Vice President, Controller & Chief Accounting Officer.”
Shareholder Votes

WINDTREE THERAPEUTICS INC /DE/ shareholders approved Approval of the Amended and Restated Windtree Therapeutics 2020 Equity Incentive Plan at the 2023-08-15 meeting.

“The votes with respect to the approval of the Amended and Restated Windtree Therapeutics 2020 Equity Incentive Plan were as follows: Votes For Votes Against Abstentions Broker Non-Votes 669,259 88,539 4,957 1,480,055”
Shareholder Votes

WINDTREE THERAPEUTICS INC /DE/ shareholders approved Ratification of Appointment of EisnerAmper LLP as the Company's Independent Registered Public Accounting Firm for 2023 at the 2023-08-15 meeting.

“The votes with respect to the ratification of appointment of EisnerAmper LLP as the Company's Independent Registered Public Accounting Firm for 2023 were as follows: Votes For Votes Against Abstentions Broker Non-Votes 2,120,083 48,301 74,426 N/A”
Shareholder Votes

WINDTREE THERAPEUTICS INC /DE/ shareholders approved Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers at the 2023-08-15 meeting.

“The votes with respect to the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows: Votes For Votes Against Abstentions Broker Non-Votes 666,480 86,688 9,587 1,480,055”
Shareholder Votes

WINDTREE THERAPEUTICS INC /DE/ shareholders approved Election of the Five Director Nominees to Serve until the Company's 2024 Annual Meeting at the 2023-08-15 meeting.

“The votes with respect to the election of five directors to hold office until the 2024 annual meeting were as follows: Director Votes For Votes Withheld Broker Non-Votes Craig E. Fraser 740,143 22,612 1,480,055 Daniel Geffken 728,246 34,509 1,480,055 Robert Scott, M.D. 591,638 171,117 1,480,055 Mark Strobeck, Ph.D. 729,893 32,862 1,480,055 Leslie J. Williams 567,849 194,906 1,480,055”

Mark Strobeck was appointed as Director at WINDTREE THERAPEUTICS INC /DE/.

“On June 22, 2023, the board of directors (the “ Board ”) of Windtree Therapeutics, Inc. (the “ Company ”) appointed Mark Strobeck, Ph.D., as a member of the Board, effective as of June 22, 2023”
Earnings Releases

WINDTREE THERAPEUTICS INC /DE/ reported quarter ended March 31, 2023 results: net income net loss of $4.1 million, EPS $4.76 per basic share.

“The Company reported a net loss of $4.1 million ( $4.76 per basic share) on 0.9 million weighted-average common shares outstanding for the quarter ended March 31, 2023 , compared to a net loss of $8.1 million ( $14.36 per basic share) on 0.6 million weighted average common shares outstanding for the comparable period in 2022 .”
Material Agreements

WINDTREE THERAPEUTICS INC /DE/ entered into Warrant Agreement with Continental Stock Transfer & Trust Company.

“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.”
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).

“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.”

James Huang resigned as chairman of the board of directors at WINDTREE THERAPEUTICS INC /DE/.

“On April 18, 2023, Windtree Therapeutics, Inc. (the “ Company ”) received a letter from James Huang announcing his decision to resign from his position as the Company’s chairman of the board of directors, effective immediately (the “ Resignation Letter ”).”
Earnings Releases

WINDTREE THERAPEUTICS INC /DE/ reported preliminary financial results for first quarter ended March 31, 2023.

“Windtree Therapeutics, Inc. (the “Company”) is disclosing certain preliminary financial results for the first quarter ended March 31, 2023.”
Earnings Releases

WINDTREE THERAPEUTICS INC /DE/ reported financial results for the fourth quarter and fiscal year ended December 31, 2022.

“On April 3, 2023, Windtree Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2022.”
Governance Changes

WINDTREE THERAPEUTICS INC /DE/: 公司提交了公司章程修正案,以1:50的比例进行反向股票分割,自2023年2月24日起生效 (effective 2023-02-22).

“On February 22, 2023, the Company filed the Amendment for the Reverse Stock Split with the Secretary of State of the State of Delaware, and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 AM Eastern Time on February 24, 2023 (the “Effective Time”).”
Material Agreements

WINDTREE THERAPEUTICS INC /DE/ entered into Inducement Letter with a certain holder (the "Exercising Holder") valued at approximately $157,000 (effective 2023-02-21).

“On February 21, 2023, Windtree Therapeutics, Inc. (the "Company") entered into a warrant exercise inducement offer letter (the "Inducement Letter") with a certain holder (the "Exercising Holder") of certain of the Company’s: (i) warrants issued in July 2018 to purchase 62,500 shares of common stock, par value $0.001 per share ("Common Stock"), with an exercise price of $12.00 per share (the "July 2018 Warrants"); (ii) warrants issued in December 2018 to purchase 498,008 shares of Common Stock with an exercise price of $12.15 per share (the "December 2018 Warrants"); (iii) warrants issued in December 2019 to purchase 275,938 shares of Common Stock with an exercise price of $12.09 per share (the "December 2019 Warrants"); and (iv) warrants issued in May 2020 to purchase 275,862 shares of Common Stock with an exercise price of $7.975 per share (the "May 2020 Warrants", and together with the July 2018 Warrants, December 2018 Warrants and December 2019 Warrants, the "Existing Warrants").”
Shareholder Votes

WINDTREE THERAPEUTICS INC /DE/ shareholders approved Reverse stock split of common stock at ratio between 1-for-20 and 1-for-50 at the 2023-02-07 meeting.

“Proposal 1 – Reverse Stock Split . The Reverse Stock Split was approved, as follows: Votes For Votes Against Abstentions 14,533,738,219 2,868,910,044 22,636,614”
Material Agreements

WINDTREE THERAPEUTICS INC /DE/ entered into Inducement Letters with certain holders of Existing Warrants valued at aggregate gross proceeds of approximately $1.0 million (effective 2023-01-20).

“On January 20, 2023, Windtree Therapeutics, Inc. (the “Company”) entered into warrant exercise inducement offer letters (the “Inducement Letters”) with certain holders (the “Exercising Holders”) of certain of the Company’s: (i) warrants issued in December 2019 to purchase 78,643 shares of common stock”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.