Windtree Therapeutics, Inc. (NASDAQ:WINT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
Effective as of December 5, 2018 (the “Effective Date”), Windtree Therapeutics, Inc. (the “Company”) entered into a Loan Agreement (“Loan Agreement”) with LPH II Investments Ltd., a Cayman Islands company organized and existing under the laws of Cayman Islands (“LPH II”), and an affiliate of Lee’s Pharmaceutical Holdings Limited. Under the Loan Agreement, LPH II agreed to lend the Company $600,000 (the “Loan”) to support the Company’s operations while the Company seeks to complete a strategic transaction (as defined in the Loan Agreement, the “Strategic Transaction”). The Loan, which was funded in a single installment by wire transfer on December 5, 2018, will accrue interest at a rate of 6% per annum and will mature upon the earlier of (i) the closing date for the Strategic Transaction on terms defined in the Loan Agreement, or (ii) March 31, 2019. If the Company is unable to complete the Strategic Transaction for any reason, based on the Company’s resources currently available to it, it likely will have insufficient resources to repay the Loan and may be forced to curtail some or all of its activities, and, ultimately, may be compelled to cease operations.
The Company agreed to secure its obligations with respect to the Loan under a previously-executed Security Agreement between the Company and LPH Investments Ltd (“LPH”) dated March 1, 2018 (the “Security Agreement”), to which the Company granted to LPH a security interest in substantially all of the Company’s assets. Effective as of December 5, 2018, LPH assigned to LPH II all of its right, title, benefit and interest in the Company’s indebtedness to LPH totaling an aggregate $5,560,000, as evidenced by various Loan Agreements, and the Security Agreement.
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Item 2.0 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated by reference.
The foregoing descriptions of the Loan Agreement and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the agreements. A copy of the Loan Agreement is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K. Copies of the Loan Agreements assigned by LPH to LPH II were each filed as an Exhibit to the Company’s Current Reports on Form 8-K, which were filed with the SEC on January 12, 2018, March 1, 2018, August20, 2018, August 29, 2018, September 14, 2018, October 3, 2018, October 25, 2018, November 8, 2018, and November 23, 2018. A copy of the Security Agreement was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, which was filed with the SEC on March 5, 2018. The Loan Agreement is being filed, and the Security Agreement was 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 as characterizations of the actual state of facts or continuing intentions of the parties since they were only made as of the dates 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.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits:
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10.1 |
Loan Agreement between the Company and LPH II Investments Ltd. effective as of December 5, 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.
WINDTREE THERAPEUTICS INC /DE/ ExhibitEX-10.1 2 ex_131325.htm EXHIBIT 10.1 ex_131325.htm Exhibit 10.1 Loan Agreement This Loan Agreement (this “Loan Agreement”),…To view the full exhibit click here
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.