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

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

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Entry into a Material Definitive Agreement.

On July 2, 2018 (the “Effective Date”), Windtree Therapeutics, Inc. (the “Company”) executed and delivered to Panacea Venture Management Company Ltd. (the “Holder”), a Secured Convertible Promissory Note (the “Note”) with respect to Loans (defined below) in the aggregate amount of up to US$1.5million. Simultaneously with the issuance of the Note, the Holder made a loan to the Company in the amount of $1.0 million (“First Tranche Loan”). On or before July 15, 2018, the Holder has agreed to make a second loan to the Company in the amount of $500,000 (“Second Tranche Loan” and together with the First Tranche Loan, the “Loans”).

The Loans will bear interest at a rate of fifteen percent (15%) per annum until paid in full or converted into shares of common stock of the Company at a price per share of $4.00, which was the closing price of the Company’s common stock as quoted on the OTCQB® trading market operated by the OTC Markets Group on June 29, 2018, the trading day immediately preceding the funding date for the First Tranche Loan. In addition, in lieu of converting the Note, the Holder may deliver the Note into a private placement in which Panacea Venture Healthcare Fund I L.P., an affiliate of Holder, may participate. There can be no assurance that such a private placement will be completed.

In connection with the Loans, the Company issued to Holder warrants (the “Series D Warrants”) to purchase 187,500 shares (the “Warrant Shares”) at an exercise price of $4.00 per Warrant Share (the “Exercise Price”). The Warrants may be exercised at any time beginning six months after the date of issuance and through the fifth anniversary of the date of issuance. The Warrants may not be exercised to the extent that the holder thereof would, following such exercise, beneficially own more than 9.99% of the Company’s outstanding shares of Common Stock, which percentage may be increased, decreased or waived by such holder upon sixty-one days’ notice to the Company. The Warrants also contain customary provisions that adjust the Exercise Price and the number of Warrant Shares in the event of a corporate transaction.

The Company issued the Note and Warrants to Holder to Rule 506(b) of Regulation D and Regulation S under, and Section 4(a)(2) of, the Securities Act of 1933.

Copies of the Note and the form of Warrant are attached to this Current Report on Form 8-K as Exhibits 10.1, and 4.1, respectively.

The foregoing descriptions of the Note and Warrants do not purport to be complete and are qualified in their entirety by reference to the instruments filed as exhibits to this report and incorporated herein by reference. The Note and Warrants 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”). In connection with the Note and Series D Warrants, each of the parties thereto may have 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 such 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 Note. 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.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated into this Item 3.02 by reference.

Item 9.01.

Financial Statements and Exhibits.




Form of Series D Warrant.


Secured Convertible Promissory Note dated July 2, 2018.

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.

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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.

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