IPO - WINDTREE THERAPEUTICS INC /DE/

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Form Type: S-1

Filing Date: 2025-05-16

Corporate Action: Ipo

Type: New

Accession Number: 000143774925017415

Filing Summary: Windtree Therapeutics, Inc. filed an S-1 registration statement to register the resale of up to 42,168,035 shares of its common stock, which were previously issued upon the conversion of its Series D convertible preferred stock. The private placement of these shares raised approximately $2.5 million, and the company is preparing for a public offering. The registration relates to a Securities Purchase Agreement from April 29, 2025, and stipulates that the issuer will seek stockholder approval for the issuance of common stock upon conversion of the preferred shares. The company's recent corporate strategy focuses on becoming a revenue-generating biotech through acquisitions, particularly targeting small companies with FDA-approved products, while also progressing its current therapeutic pipeline. Key product candidates include istaroxime, with applications in cardiogenic shock and acute heart failure, and aPKCi inhibitors for oncology. Also noteworthy is the logistic aspect of a reverse stock split that was effective on February 20, 2025, impacting the trading of its common shares on Nasdaq under the symbol 'WINT'.

Additional details:

Approximate Date Of Commencement Of Proposed Sale: As soon as practicable after the effective date of this Registration Statement.


Number Of Shares To Be Registered: 42,168,035


Gross Proceeds From Private Placement: approximately $2.5 million


Stockholder Approval Needed: Yes, for issuance upon conversion of preferred shares


Reverse Stock Split Ratio: 1-for-50


Effective Date Of Reverse Stock Split: 2025-02-20


Trading Symbol: WINT


Last Reported Sale Price: $0.83


Form Type: S-1/A

Filing Date: 2025-04-24

Corporate Action: Ipo

Type: Update

Accession Number: 000143774925012981

Filing Summary: Windtree Therapeutics, Inc. is a biotechnology company that focuses on developing innovative therapies for critical conditions. This S-1/A registration statement is an amendment for their ongoing IPO process, intended to register the resale of up to 31,247,383 shares of common stock. These include 8,053,565 shares issuable upon converting Series C Preferred Stock, 440,583 shares upon the exercise of certain warrants, and 919,132 shares from 20% OID Senior Secured Promissory Notes issued on April 4, 2025. Windtree has launched a new strategy to acquire small biotech companies with FDA-approved products and currently seeks to raise capital through public offerings and strategic acquisitions. The document also confirms a recent reverse stock split implemented at a ratio of 1-for-50 effective February 20, 2025. In addition, the company has incurred operating losses and accumulated deficit, emphasizing the need for additional capital to support ongoing and future research and development efforts.

Additional details:

Registration Number: 333-284976


State Of Incorporation: Delaware


Address: 2600 Kelly Road, Suite 100 Warrington, Pennsylvania 18976


Telephone Number: (215) 488-9300


Business Model: biotechnology company


Lead Product: istaroxime


Amount Registered: 31,247,383 shares


Common Stock Symbol: WINT


Last Sale Price: 1.13


Reverse Stock Split Date: 2025-02-20


Reverse Stock Split Ratio: 1-for-50


Accumulated Deficit: $846.6 million


Working Capital: $1.8 million


Current Liabilities: $5.7 million


Gross Proceeds From ELC: $11.2 million


Form Type: CORRESP

Filing Date: 2025-04-24

Corporate Action: Ipo

Type: New

Accession Number: 000143774925012985

Filing Summary: Windtree Therapeutics, Inc. has submitted a request for acceleration of its Registration Statement on Form S-1 (SEC File No. 333-284976) to the U.S. Securities and Exchange Commission. The company seeks for the effective date of the registration statement to be set for April 25, 2025, at 9:00 A.M. eastern time, or as soon thereafter as practicable. The request includes instructions for oral confirmation of the effective date with their counsel, Thompson Hine LLP, specifically mentioning Faith L. Charles as the contact person for any questions regarding this request.

Additional details:

Registration Statement Number: 333-284976


Effective Date Request: 2025-04-25


Contact Person Name: Faith L. Charles


Contact Person Phone: (212) 908-3905


Counsel Firm: Thompson Hine LLP


Request Type: acceleration


Form Type: S-1/A

Filing Date: 2025-04-23

Corporate Action: Ipo

Type: Update

Accession Number: 000143774925012717

Filing Summary: Windtree Therapeutics, Inc. has filed an amendment to its registration statement under the Securities Act of 1933 in connection with an initial public offering (IPO). This update outlines the proposed sale of up to 31,247,383 shares of common stock, including shares convertible from Series C preferred stock and shares attached to various warrants and notes. The company has launched a new corporate strategy to acquire small companies with FDA-approved products to generate revenue while continuing its development pipeline in cardiovascular and oncology therapies. The document highlights recent financial activities, including private placements and expected proceeds from share resales totaling approximately $23.8 million, which will support development efforts. Additionally, it discusses the risks associated with investments in their securities. On February 14, 2025, Windtree executed a 1-for-50 reverse stock split that became effective on February 20, 2025, allowing for share adjustments across various securities. The Nasdaq Capital Market lists its common stock under the ticker 'WINT', and the last recorded price was $1.08 prior to the filing date.

Additional details:

Approximate Date Of Commencement Of Sale: As soon as practicable after the effective date of this Registration Statement


Number Of Shares Registered: 31,247,383


Conversion Price Of Series C Preferred Stock: 1.10


Conversion Price Of Subject Warrants: 1.10


Last Reported Sale Price: 1.08


Net Proceeds Expected From Subject Warrants: 0.2 million


Net Proceeds Expected From Eloc Shares: 23.8 million


Cash And Cash Equivalents: 1.8 million


Current Liabilities: 5.7 million


Operating Loss 2024: 26.1 million


Operating Loss 2023: 20.6 million


Accumulated Deficit: 846.6 million


Form Type: S-1

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: New

Accession Number: 000143774925004006

Filing Summary: WINDTREE THERAPEUTICS INC has filed its S-1 registration statement related to an initial public offering (IPO) on February 14, 2025. The document outlines the company's financial condition as of the latest reporting period and details on the offering of common stock. Key points include the company's working capital, research initiatives, and potential collaborations. The filing includes information on the intended use of proceeds from the IPO, such as funding for research and development activities, as well as working capital needs. The company aims to enhance its market presence through these financial resources, projecting growth in therapeutic areas where they operate. The registration also addresses share pricing, expected market conditions, and risk factors associated with the investment. There are mentions of existing collaborations and the potential impact these may have on the firm's growth trajectory going forward.

Additional details:

Total Assets: 120000000


Total Liabilities: 333145


Equity: 333144


Cash And Cash Equivalents: 18600


Common Stock Outstanding: 120000000


Preferred Stock Outstanding: 5000000


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