Windtree Therapeutics Announces Offer to Reduce Conversion Price of Series C Preferred Stock

On January 24, 2025, Windtree Therapeutics, Inc. (NASDAQ: WINT) revealed that it had reached out to all holders of the company’s Series C Convertible Preferred Stock to propose a Reduction of the Conversion Price. The company decided to offer to lower the Conversion Price of each share of Series C Preferred Stock to $0.1608 as part of the transaction. This offer was made pursuant to the Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of Windtree Therapeutics, Inc., filed with the Secretary of State of Delaware on July 19, 2024.

In exchange for accepting the reduced Conversion Price, holders were required to sign a Conversion Notice. Additionally, both the company and the holders agreed to certain forbearance terms related to claims arising until April 30, 2025, under various agreements. The Conversion Notice had to be signed and returned to the company by 5:00 p.m. Eastern Time on January 31, 2025. It should be noted that there is no assurance that all holders will accept this offer.

The summary of the offer does not encompass all details, and interested parties are advised to refer to the complete terms outlined in the form of the Conversion Notice, which has been filed as Exhibit 4.1 with the Current Report on Form 8-K.

Furthermore, Windtree Therapeutics clarified that the exchange of the company’s common stock pursuant to this transaction was exempt from registration under specific sections of the Securities Act of 1933. Notably, this transaction, involving security exchange with existing security holders, did not include any public offering.

As of now, the company had previously registered the resale of up to 27,668,106 shares of its common stock on a registration statement on Form S-3. The registration was declared effective by the U.S. Securities and Exchange Commission on September 3, 2024.

This information has been presented as per the Form 8-K filing with the Securities and Exchange Commission.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Windtree Therapeutics’s 8K filing here.

About Windtree Therapeutics

Windtree Therapeutics, Inc, a biotechnology company, focuses on the development of therapeutics for the treatment of acute cardiovascular diseases. The company’s lead product candidate is istaroxime, which is in Phase 2b clinical trial for the treatment of acute decompensated heart failure, as well as for the treatment of early cardiogenic shock.