Windtree Therapeutics, Inc. (NASDAQ:WINT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement.

Effective as of March 1, 2018 (the “Effective Date”), Windtree Therapeutics, Inc. (the “Company”) entered into a Loan Agreement (“Loan Agreement”) with LPH Investments Ltd., a Cayman Islands company organized and existing under the laws of Cayman Islands (“LPH”), and a wholly-owned subsidiary of Lee’s Pharmaceutical Holdings Limited. Under the Loan Agreement, LPH agreed to lend the Company $1.0 million (the “Loan”) to support the Company’s AEROSURF® development activities and sustain its operations while the parties seek to identify and advance one or more potential strategic initiatives (“Funding Event,” as further defined in the Loan Agreement). The Loan, which was funded in a single installment by wire transfer on March 2, 2018, will accrue interest at a rate of 6% per annum and matures upon the earlier of the closing date of the Funding Event or December 31, 2018. The parties expect that, upon the closing of the Funding Event, the outstanding principal balance of the Loan will be applied in full satisfaction of a like amount of cash consideration payable by LPH for its participation in such Funding Event, and the Loan will be discharged in full thereby. At this time, the Company does not have an alternative source of funding available to repay the loan. Accordingly, if it is unable to complete the planned Funding Event for any reason, it likely will be forced to curtail some or all of its activities, including the AEROSURF development program and, ultimately, may be compelled to cease operations.

The Company also entered into a Security Agreement with LPH (the “Security Agreement”), to which, as security for the Company’s repayment of its obligations under the Loan Agreement, the Company has granted to LPH a security interest in substantially all of the Company’s assets.

The foregoing descriptions of the Loan Agreement and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K. The Loan Agreement and Security Agreement are being filed to provide investors and the Company’s stockholders with information regarding the terms thereof and in accordance with applicable rules and regulations of the Securities and Exchange Commission (“Commission”). to the Loan Agreement and Security Agreement, each of the parties thereto made customary representations, warranties and covenants, which were made by the parties to and solely for the benefit of each other and any expressly intended third party beneficiaries in the context of all of the terms and conditions of the agreements and in the context of the specific relationship between the parties. Accordingly, investors and stockholders should not rely on the representations, warranties and covenants. Furthermore, investors and stockholders should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or continuing intentions of the parties, since they were only made as of the date of the Loan Agreement and Security Agreement. Information concerning the subject matter of such representations, warranties and covenants may change, which subsequent information may or may not be fully reflected in the Company’s reports or other filings with the Commission.

The information set forth in Item 1.01 above is incorporated into this Item 2.03 by reference.

Cautionary Note Regarding Forward-looking Statements:

To the extent that statements in this Current Report on Form 8-K are not strictly historical, including statements as to business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company’s product development or otherwise as to future events, such statements are forward-looking, and are made to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this Current Report are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Such risks and others are further described in the Company’s filings with the Securities and Exchange Commission including the most recent reports on Forms 10-K, 10-Q and 8-K, and any amendments thereto.

WINDTREE THERAPEUTICS INC /DE/ Exhibit
EX-10.1 2 ex_106973.htm EXHIBIT 10.1 ex_106973.htm   LOAN AGREEMENT   This Loan Agreement (this “Loan Agreement”),…
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About Windtree Therapeutics, Inc. (NASDAQ:WINT)

Windtree Therapeutics, Inc., formerly Discovery Laboratories, Inc., is a biotechnology company. The Company is focused on developing KL4 surfactant therapies for respiratory diseases and other potential applications. The Company operates through the research and development of products focused on surfactant therapies for respiratory disorders and diseases, and the manufacture and commercial sales of approved products segment. The Company’s technology platform includes a synthetic, peptide-containing surfactant (KL4 surfactant) that is structurally similar to endogenous pulmonary surfactant, and drug delivery technologies being developed to enable non-invasive administration of aerosolized KL4 surfactant. The Company’s core development program, AEROSURF (lucinactant for inhalation), is focused on improving the management of respiratory distress syndrome (RDS) in premature infants, a respiratory condition that can result in long-term respiratory problems, developmental delay and death.