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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—more than 5× its current 11.6 million shares outstanding. The shares relate to:

• 46.9 million Series D conversion shares (Series D preferred issued April–May 2025; convertible as low as $0.274).
• 9.8 million shares issuable on conversion of recent senior secured promissory notes issued June 5–July 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’s 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–July 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.

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.

Windtree Therapeutics, Inc. (WINT) filed an 8-K disclosing two rounds of privately placed convertible debt intended to bolster near-term liquidity.

Financing structure: On 27-Jun-2025 the company issued two Convertible Promissory Notes with an aggregate principal of $155,039 for $133,333 in cash; on 2-Jul-2025 it issued two additional notes with an aggregate principal of $81,396 for $70,000 in cash. Total gross proceeds equal $253,333.

Key terms:

• Interest rate: 14% per annum.
• Maturity: 12 months from issuance.
• Conversion price: $0.587 per share of common stock.
• Investors also received warrants valued at 25% of their cash investment, exercisable at $1.10 per share; the number of warrant shares floats with any adjustment to exercise price.
• Securities were sold under Section 4(a)(2)/Rule 506(b) exemptions.

Use of proceeds: Working-capital needs, including a loan to Titan Environmental Services, Inc.

Implications for investors: The financing provides a modest capital infusion but carries a high coupon and short maturity, signalling ongoing liquidity pressure. Conversion at $0.587 and additional warrants create potential dilution if exercised, while the 14% rate raises the company’s cost of capital.

Windtree Therapeutics (NASDAQ:WINT) filed an 8-K disclosing three material events dated June 24-25, 2025.

• $150,000 raised via two 14% convertible promissory notes (12-month maturity, $0.587 conversion price) plus warrants covering 75% of each investment.
• Seller TBB Crescent Park Drive LLC terminated a Texas real-estate purchase; it demands release of $3 million earnest money paid by Way Maker and Windtree, which the company is disputing.
• CFO Jamie McAndrew resigned effective June 25; CEO Jed Latkin will serve as interim principal financial officer.

The notes and warrants were issued under Rule 506(b) exemptions and proceeds will fund operations. The property dispute could create a cash outflow materially larger than the new financing, and management turnover raises governance concerns.

Windtree Therapeutics (WINT) has received a Nasdaq deficiency notice on June 18, 2025, for failing to maintain the minimum bid price requirement of $1.00 per share over the last 30 consecutive business days.

Unlike standard cases where companies receive a 180-day compliance period, Windtree faces immediate delisting risk due to two key factors:

• The company is under a Discretionary Panel Monitor until March 20, 2026
• It has conducted two reverse stock splits in the past two years with a cumulative ratio exceeding 250:1, making it ineligible for the standard compliance period

Windtree plans to request a hearing before the Nasdaq Hearings Panel by June 25, 2025, which will automatically stay any suspension/delisting action. The company's stock continues trading on Nasdaq Capital Market under "WINT" symbol, though there is no guarantee of maintaining the listing or regaining compliance.