M&A - WINDTREE THERAPEUTICS INC /DE/

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Form Type: 8-K

Filing Date: 2025-06-11

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925020048

Filing Summary: On June 5, 2025, Windtree Therapeutics, Inc. entered into a note purchase agreement and issued a convertible promissory note totaling $3,600,000 to DFU, LLC. The financing is intended to fund retiring convertible notes and preferred stock of Titan Environmental Services, Inc. On June 9, 2025, additional note purchase agreements were made, where the Company issued convertible promissory notes and warrants to multiple purchasers, raising $800,000 for operational expenses. The Titan Acquisition is outlined in a letter of intent dated June 6, 2025, where Windtree seeks to acquire all issued securities of Titan. The potential transaction is anticipated to involve $35 million in preferred stock and notes totaling $1.75 million. The Company also noted defaults on two agreements related to leases and property acquisition, facing potential financial repercussions if not resolved.

Additional details:

Date Of Report: 2025-06-05


Note Purchase Agreement Amount: 3600000


Note Purchase Agreement Proceeds: 3100000


June 9 Note Financing Amount: 800000


Titan Acquisition Value: 35000000


Titan Acquisition Notes Total: 1750000


Lease Default Notice Amount: 159800.65


Aubrey Property Payment Amount: 1400000


Break Up Fee: 800000


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