WINT Windtree Therapeutics Inc

 SCHEDULE 13G

* Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 307,167 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 459,042 shares, which is 9.99% of the 4,595,019 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on April 21, 2023).

SCHEDULE 13G

* Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 307,167 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 459,042 shares, which is 9.99% of the 4,595,019 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on April 21, 2023).

SCHEDULE 13G

* Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 307,167 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 459,042 shares, which is 9.99% of the 4,595,019 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on April 21, 2023).

SCHEDULE 13G

* Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 307,167 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 459,042 shares, which is 9.99% of the 4,595,019 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on April 21, 2023).

SCHEDULE 13G

* Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 307,167 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 459,042 shares, which is 9.99% of the 4,595,019 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on April 21, 2023).

SCHEDULE 13G

* Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 307,167 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 459,042 shares, which is 9.99% of the 4,595,019 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on April 21, 2023).

SCHEDULE 13G

SCHEDULE 13G

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

SCHEDULE 13G

As of April 20, 2023, LPC Fund beneficially owned, directly, (i) 32,000 shares currently exercisable under a warrant purchased directly from the Issuer in the Issuer’s offering of warrants on January 24, 2023 (the “January Warrant”), subject to a 4.99% beneficial ownership cap (as described further below); (ii) 307,167 shares of Common Stock, purchased by LPC Fund directly from the Issuer in the Registered Direct Offering, and (iii) 151,875 shares currently exercisable under the April Warrant purchased directly from the Issuer in the Private Placement. The April Warrant amount is subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of any Warrants to the extent such issuance would cause the holder’s beneficial ownership of Common Stock to exceed 9.99% of the outstanding Common Stock.

The January Warrant is currently exercisable at a price of $12.09 per share (subject to adjustment as provided in the January Warrant), subject to a 4.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the January Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 4.99% of the outstanding Common Stock, and expires on January 24, 2028. The April Warrant will be issued and will become exercisable on April 24, 2023 at a price of $2.93 per share (subject to adjustment as provided in the April Warrant), subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the April Warrant to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock, and expires on April 24, 2028.

LPC is the Managing Member of LPC Fund. RCC and Alex Noah are the Managing Members of LPC. Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC. Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund.

SCHEDULE 13G

Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned directly by LPC Fund.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SCHEDULE 13G

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 24, 2023

SCHEDULE 13G

LIST OF EXHIBITS