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wint20230223_8k.htm
false 0000946486 0000946486 2023-02-22 2023-02-22
 
--12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 22, 2023
 
 
Windtree Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-39290
94-3171943
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
   
 
2600 Kelly Road, Suite 100, Warrington, Pennsylvania
18976
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (215) 488-9300
 
Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of Each Class
  
Trading
Symbol(s)
  
Name of Exchange
on Which Registered
Common Stock, par value $0.001 per share
  
WINT
  
The Nasdaq Capital Market 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
 
 
 
 
Item 3.03         Material Modifications to Rights of Security Holders.
 
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
 
Item 5.03         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On February 23, 2023, Windtree Therapeutics, Inc. (the “Company”) announced that it intends to effect a reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1 post-split share for every 50 pre-split shares. The Common Stock will continue to be traded on the Nasdaq Capital Market under the symbol “WINT” and will begin trading on a split-adjusted basis when the market opens on Friday, February 24, 2023, under a new CUSIP number, 97382D 402.
 
At a special meeting of stockholders held on February 7, 2023, the Company’s stockholders granted the Company’s Board of Directors (the “Board”) the discretion to effect a reverse stock split of the Common Stock through an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation at a ratio of any whole number between 1-for-20 and 1-for-50, with such ratio to be determined by the Board.
 
On February 22, 2023, the Company filed the Amendment for the Reverse Stock Split with the Secretary of State of the State of Delaware, and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 AM Eastern Time on February 24, 2023 (the “Effective Time”).
 
At the Effective Time, every 50 shares of the Company’s issued and outstanding Common Stock will be converted automatically into one issued and outstanding share of Common Stock, but without any change in the par value per share. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise of the Company’s outstanding stock options, RSUs and warrants, as well as the applicable exercise price.
 
Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the Reverse Stock Split. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) are not required to take any action. The Reverse Stock Split will affect all stockholders uniformly and will not alter any shareholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a shareholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive one whole share of Common Stock in lieu of any fractional share.
 
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
The following exhibits are being filed herewith:
 
Exhibit No. 
  
Description 
3.1
  
104 
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated: February 23, 2023
Windtree Therapeutics, Inc.
By:
/s/ Craig E. Fraser
Name: Craig E. Fraser
Title: President and Chief Executive Officer
 
 
ex_479825.htm

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO

THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

WINDTREE THERAPEUTICS, INC.

 

(Pursuant to Sections 228 and 242 of the

General Corporation Law of the State of Delaware)

 

The Company was originally incorporated on November 6, 1992, under the name “Ansan, Inc.” The Company changed its name on November 25, 1997, to Discovery Laboratories, Inc. The Company changed its name again on April 15, 2016, to Windtree Therapeutics, Inc.

 

This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware (“Delaware Corporation Law”) and the amendments set forth below shall become effective upon the filing and effectiveness pursuant to the Delaware Corporation Law of this of Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company:

 

1.     Article Four of the Amended and Restated Certificate of Incorporation of the Company is hereby amended by adding the following paragraph at the end thereof:

 

“Upon the filing and effectiveness (the “Second Effective Time”) pursuant to the Delaware Corporation Law of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as amended, each fifty (50) shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding immediately prior to the Second Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Second Reverse Stock Split”). No fractional shares will be issued as a result of the Second Reverse Stock Split. Each certificate that immediately prior to the Second Effective Time represented shares of Common Stock (“Second Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Second Old Certificate shall have been combined. Holders who otherwise would be entitled to receive fractional share interests of Common Stock upon the effectiveness of the Second Reverse Stock Split shall be entitled to receive a whole share of Common Stock in lieu of any fractional share created as a result of the Second Reverse Stock Split.”

 

2.     This Certificate of Amendment shall become effective on February 24, 2023 at 12:01 a.m. Eastern Time.

 

3.     Except as set forth in this Certificate of Amendment, the Amended and Restated Certificate of Incorporation, as amended, remains in full force and effect.

 

 

[Rest of Page Left Blank]

 

 
 

 

IN WITNESS WHEREOF, Windtree Therapeutics, Inc. has caused this Certificate of Amendment to be signed by its duly authorized officer this 22nd day of February 2023.

 

 

WINDTREE THERAPEUTICS, INC.
     
     
 

By:

/s/ Craig E. Fraser 

  
   

Craig E. Fraser

President and Chief Executive Officer

 

[Signature Page to Certificate of Amendment]