false 0000946486 0000946486 2025-02-03 2025-02-03
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 3, 2025
 
Windtree Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-39290
94-3171943
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
2600 Kelly Road, Suite 100, Warrington, Pennsylvania
18976
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (215) 488-9300
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.001 per share
  
WINT
  
The Nasdaq Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
On February 3, 2025, Windtree Therapeutics, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) virtually. As of December 20, 2024, the record date for the Special Meeting, there were 11,048,828 outstanding shares of the Company’s common stock. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting, which are described in the Company’s Definitive Proxy Statement on Schedule 14A for the Special Meeting, filed with the U.S. Securities and Exchange Commission on January 8, 2025.
 
(a)
Proposal 1 - Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s outstanding shares of common stock by a ratio of any whole number between 1-for-5 and 1-for-50, the implementation and timing of which shall be subject to the discretion of the Company’s Board of Directors (the “Board”).
 
The votes with respect to the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s outstanding shares of common stock by a ratio of any whole number between 1-for-5 and 1-for-50, the implementation and timing of which shall be subject to the discretion of the Board, were as follows:
 
Votes For
    
Votes Against
    
Abstentions
    
Broker Non-Votes
2,504,535      1,752,258      103,627      0
 
(b)
Proposal 2 - Approval of an amendment to the Amended and Restated Windtree Therapeutics, Inc. 2020 Equity Incentive Plan (the “A&R 2020 Plan”) to increase the number of shares of common stock authorized for issuance under the A&R 2020 Plan from 41,010 shares to 1,141,010 shares.
 
The votes with respect to the approval of an amendment to A&R 2020 Plan to increase the number of shares of common stock authorized for issuance under the A&R 2020 Plan from 41,010 shares to 1,141,010 shares, were as follows:
 
Votes For
    
Votes Against
    
Abstentions
    
Broker Non-Votes
586,282      1,323,734      69,270      2,381,134
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Windtree Therapeutics, Inc.
   
 
By:
/s/ Jed Latkin
 
Name:
Jed Latkin
 
Title:
President and Chief Executive Officer
 
Date: February 3, 2025
 
 
v3.25.0.1
Document And Entity Information
Feb. 03, 2025
Document Information [Line Items]  
Entity, Registrant Name Windtree Therapeutics, Inc.
Document, Type 8-K
Document, Period End Date Feb. 03, 2025
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-39290
Entity, Tax Identification Number 94-3171943
Entity, Address, Address Line One 2600 Kelly Road, Suite 100
Entity, Address, City or Town Warrington
Entity, Address, State or Province PA
Entity, Address, Postal Zip Code 18976
City Area Code 215
Local Phone Number 488-9300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol WINT
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000946486
Windtree Therapeutics (NASDAQ:WINT)
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