0001437749-23-031246 | 10-Q | XBRL Viewer | Windtree Therapeutics INC DE

Note 9 - Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block]

(in thousands, except for weighted-average data)
Stock Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Yrs)

Outstanding at January 1, 2023		78		$	381.00
Granted		213			1.21
Forfeited or expired		(12	)		259.02
Outstanding at September 30, 2023		279		$	93.29		9.0

Vested and exercisable at September 30, 2023		57		$	434.41		6.0

Vested and expected to vest at September 30, 2023		259		$	94.61		9.0

Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

(in thousands, except for weighted-average data)
Restricted Stock Units	Shares			Weighted- Average Grant Date Fair Value

Outstanding at January 1, 2023		11		$	49.50
Awarded		142			1.21
Vested		(3	)		48.55
Cancelled		(3	)		49.57
Outstanding at September 30, 2023		147		$	2.94

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022

Research and development	$	93	$	198	$	280	$	580
General and administrative		212		546		692		1,715
Total	$	305	$	744	$	972	$	2,295

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Nine Months Ended September 30,
	2023			2022

Weighted average expected volatility		112	%		106	%
Weighted average expected term (in years)		6.0			6.9
Weighted average risk-free interest rate		4.33	%		1.70	%
Expected dividends		-			-

Note 7 - Restructured Debt Liability	9 Months Ended
Sep. 30, 2023
Notes to Financial Statements
Long-Term Debt [Text Block]	Note 7 – Restructured Debt Liability On October 27, 2017, we and Deerfield entered into the Exchange and Termination Agreement pursuant to which (i) promissory notes evidencing a loan with affiliates of Deerfield, or the Deerfield Loan, in the aggregate principal amount of $25.0 million and (ii) warrants to purchase up to 167 shares of our common stock at an exercise price of $118,020 per share held by Deerfield were cancelled in consideration for (x) a cash payment in the aggregate amount of $2.5 million, (y) 474 shares of common stock, representing 2% of fully-diluted shares outstanding (as defined in the Exchange and Termination Agreement) on the closing date, and (z) the right to receive certain milestone payments based on achievement of specified AEROSURF development and commercial milestones, which, if achieved, could potentially total up to $15.0 million. In addition, a related security agreement, pursuant to which Deerfield held a security interest in substantially all of our assets, was terminated. We established a $15.0 million long-term liability for the contingent milestone payments potentially due to Deerfield under the Exchange and Termination Agreement (See the section titled, “Note 4 – Summary of Significant Accounting Policies”). The liability was recorded at the full value of the contingent milestones and will continue to be carried at full value until the milestones are achieved and paid or the milestones are not achieved and the liability is written off as a gain on debt restructuring. As of September 30, 2023 and December 31, 2022, the restructured debt liability balance was $15.0 million.

Note 7 - Restructured Debt Liability

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Long-Term Debt [Text Block]

Note 7 – Restructured Debt Liability

On October 27, 2017, we and Deerfield entered into the Exchange and Termination Agreement pursuant to which (i) promissory notes evidencing a loan with affiliates of Deerfield, or the Deerfield Loan, in the aggregate principal amount of $25.0 million and (ii) warrants to purchase up to 167 shares of our common stock at an exercise price of $118,020 per share held by Deerfield were cancelled in consideration for (x) a cash payment in the aggregate amount of $2.5 million, (y) 474 shares of common stock, representing 2% of fully-diluted shares outstanding (as defined in the Exchange and Termination Agreement) on the closing date, and (z) the right to receive certain milestone payments based on achievement of specified AEROSURF development and commercial milestones, which, if achieved, could potentially total up to $15.0 million. In addition, a related security agreement, pursuant to which Deerfield held a security interest in substantially all of our assets, was terminated. We established a $15.0 million long-term liability for the contingent milestone payments potentially due to Deerfield under the Exchange and Termination Agreement (See the section titled, “Note 4 – Summary of Significant Accounting Policies”). The liability was recorded at the full value of the contingent milestones and will continue to be carried at full value until the milestones are achieved and paid or the milestones are not achieved and the liability is written off as a gain on debt restructuring.

As of September 30, 2023 and December 31, 2022, the restructured debt liability balance was $15.0 million.

Note 10 - Licensing and Research Funding Agreements (Details Textual) - USD ($) $ in Millions		3 Months Ended	12 Months Ended
	Aug. 17, 2022	Jun. 30, 2019	Dec. 31, 2021	Sep. 30, 2023	Oct. 31, 2020	Mar. 18, 2020
AEROSURF Funding Term Sheet [Member] \| Lee’s Pharmaceutical Holdings Limited [Member]
Nonrefundable Payments, Maximum Financing to Be Received Under Special Circumstances					$ 2.8
Term Sheet With Lee [Member]
Proceeds for Payments to Develop Product			$ 1.0
Financing of Product, Percent of Financing That Must be Repaid to Discontinue Revenue Sharing						125.00%
Financing of Product, Percent of Revenue Shared With Financer						50.00%
Term Sheet With Lee [Member] \| Other Liabilities [Member]
Contractual Obligation, Total				$ 3.8
A&R License Agreement With Lee [Member]
Proceeds for Payments to Develop Product		$ 1.0
Maximum Amount May be Received for Potential Milestone Payments	$ 78.9

Note 6 - Loans Payable	9 Months Ended
Sep. 30, 2023
Notes to Financial Statements
Short-Term Debt [Text Block]	Note 6 – Loans Payable In June 2023, we entered into an insurance premium financing and security agreement with IPFS Corporation. Under the agreement, we financed $0.8 million of certain premiums at a 7.24% fixed annual interest rate. Payments of approximately $77,000 are due monthly from July 2023 through April 2024. As of September 30, 2023, the outstanding principal of the loan was $0.5 million. In June 2022, we entered into an insurance premium financing and security agreement with Bank Direct. Under the agreement, we financed $1.1 million of certain premiums at a 3.90% fixed annual interest rate. Payments of approximately $126,000 were due monthly from July 2022 through March 2023. As of December 31, 2022, the outstanding principal of the loan was $0.3 million. The balance of the loan was repaid during the first quarter of 2023.

Note 6 - Loans Payable

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Short-Term Debt [Text Block]

Note 6 – Loans Payable

In June 2023, we entered into an insurance premium financing and security agreement with IPFS Corporation. Under the agreement, we financed $0.8 million of certain premiums at a 7.24% fixed annual interest rate. Payments of approximately $77,000 are due monthly from July 2023 through April 2024. As of September 30, 2023, the outstanding principal of the loan was $0.5 million.

In June 2022, we entered into an insurance premium financing and security agreement with Bank Direct. Under the agreement, we financed $1.1 million of certain premiums at a 3.90% fixed annual interest rate. Payments of approximately $126,000 were due monthly from July 2022 through March 2023. As of December 31, 2022, the outstanding principal of the loan was $0.3 million. The balance of the loan was repaid during the first quarter of 2023.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (15,137)	$ (29,516)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	60	509
Stock-based compensation	972	2,295
Non-cash lease expense	309	417
Loss on impairment of goodwill	3,058	12,090
Loss on sale and disposal of property and equipment	12	19
Unrealized gain on foreign exchange rate changes	(261)	(941)
Changes in assets and liabilities:
Prepaid expenses and other current assets	443	687
Accounts payable	695	(283)
Accrued expenses	317	(898)
Operating lease liabilities	(338)	(451)
Net cash used in operating activities	(9,870)	(16,072)
Cash flows from investing activities:
Proceeds from sale of property and equipment	0	210
Purchase of property and equipment	(15)	(13)
Net cash (used in) provided by investing activities	(15)	197
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants, net of issuance costs	10,794	0
Proceeds from exercise of common stock warrants, net of expenses	843	0
Principal payments on loans payable	(563)	(797)
Proceeds from ATM Program, net of issuance costs	0	2,760
Net cash provided by financing activities	11,074	1,963
Net increase (decrease) in cash, cash equivalents, and restricted cash	1,189	(13,912)
Cash, cash equivalents, and restricted cash - beginning of period	6,326	22,502
Cash, cash equivalents, and restricted cash - end of period	7,515	8,590
Supplementary disclosure of non-cash activity:
Prepayment of insurance through third-party financing	778	1,132
January 2023 Existing Warrants [Member]
Supplementary disclosure of non-cash activity:
Fair value of warrant modifications related to the warrant exercise inducement	1,238	0
February 2023 Existing Warrants [Member]
Supplementary disclosure of non-cash activity:
Fair value of warrant modifications related to the warrant exercise inducement	$ 274	$ 0

Note 10 - Licensing and Research Funding Agreements

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Corporate Partnership, Licensing and Research Funding Agreements [Text Block]

Note 10 – Licensing and Research Funding Agreements

Term Sheet with Lee’s (HK)

In March 2020, we entered into a Term Sheet with Lee’s (HK), pursuant to which Lee’s (HK) provided financing for the development of AEROSURF. In August 2020, we entered into a Project Financing Agreement with Lee’s (HK), or the PF Agreement, formalizing the terms of the Term Sheet, and under which we received payments totaling $2.8 million through October 2020. In November 2020, Lee’s (HK) provided notice of termination of additional funding under the PF Agreement, and we and Lee’s (HK) revised our plans for the continued development of AEROSURF. Lee’s (HK) agreed to continue the development of AEROSURF in Asia at its cost. Lee’s (HK) agreed to fund an additional $1.0 million to us in 2021 for certain transition and analytical services to be provided by us with respect to the development of AEROSURF, which will be considered “Project Expenses” under the terms of the PF Agreement. In 2021, we received payments totaling $1.0 million from Lee’s (HK) and no further amounts were due under the PF Agreement.

To repay the funds provided under the terms of the PF Agreement, until such time as we have repaid 125% of the amounts funded by Lee’s (HK) for the development of AEROSURF, we will pay to Lee’s (HK) 50% of all revenue amounts and payments received by us for any sale, divestiture, license or other development and/or commercialization of the KL4/AEROSURF patent portfolio, excluding (i) payments for bona fide research and development services; (ii) reimbursement of patent expenses and (iii) all amounts paid to us under the Original License Agreement, minus certain deductions and certain reductions for any payments made by us with respect to third party intellectual property not previously funded by Lee’s (HK).

As of September 30, 2023, the liability balance related to the payments under the PF Agreement was $3.8 million and is recorded in other liabilities.

A&R License Agreement with Lee’s (HK)

Previously, we were developing a KL4 surfactant platform, including AEROSURF (lucinactant for inhalation), to address a range of serious respiratory conditions in children and adults. In order to focus our resources on the development of our istaroxime program, we suspended all internal AEROSURF clinical activities in November 2020, and, in January 2022 we began to reduce all other costs related to the KL4 surfactant platform that were not already being performed by our licensee, Lee’s (HK) and Zhaoke, under the terms of the Original License Agreement.

On August 17, 2022, we entered into an Amended and Restated License, Development and Commercialization Agreement, or the A&R License Agreement, with Lee’s (HK) and Zhaoke effective as of August 9, 2022. We refer to Zhaoke and Lee’s (HK) together as the “Licensee.” The A&R License Agreement amends, restates, and supersedes the Original License Agreement.

Under the A&R License Agreement, we granted to Licensee an exclusive license, with a right to sublicense, to develop, register, make, use, sell, offer for sale, import, distribute, and otherwise commercialize our KL4 surfactant products, including SURFAXIN®, the lyophilized dosage form of SURFAXIN, and aerosolized KL4 surfactant, in each case for the prevention, mitigation and/or treatment of any respiratory disease, disorder, or condition in humans worldwide, except for Andorra, Greece, and Italy (including the Republic of San Marino and Vatican City), Portugal, and Spain, or the Licensed Territory, which countries are currently exclusively licensed to Laboratorios Del Dr. Esteve, S.A., or Esteve. If and when the exclusive license granted to Esteve terminates as to any country, such country automatically becomes part of the Licensed Territory of Licensee.

Under the Original License Agreement, Lee’s (HK) previously made an upfront payment to us of $1.0 million. Pursuant to the terms of the A&R License Agreement, we may also receive up to $78.9 million in potential clinical, regulatory, and commercial milestone payments. We are also entitled to receive a low double-digit percentage of Licensee’s non-royalty sublicense income. We are also eligible to receive tiered royalties based on a percentage of Net Sales (as defined in the A&R License Agreement) that ranges from low single digit to low teen percentages, depending on the product. Royalties are payable on a product-by-product and country-by-country basis until the latest of (i) the expiration of the last valid patent claim covering the product in the country of sale, (ii) the expiration or revocation of any applicable regulatory exclusivity in the country of sale, and (iii) ten years after the first commercial sale of the product in the country of sale. Thereafter, in consideration of licensed rights other than patent rights, royalties shall continue for the commercial life of each product but at substantially reduced rates. In addition, the royalty rates are subject to reduction by as much as 50% in a given country based on generic competition in such country.

The A&R License Agreement is considered to be a contract modification in accordance with ASC Topic 606. No additional performance obligations were identified in the contract modification, and no future material performance obligations are due.

All revenue related to the $1.0 million upfront payment under the Original License Agreement was appropriately recognized as of the second quarter of 2019. Regulatory and commercialization milestones under the A&R License Agreement were excluded from the transaction price, as all milestone amounts were fully constrained under the guidance. Consideration related to sales-based milestones and royalties under the A&R License Agreement will be recognized when the related sales occur, provided that the reported sales are reliably measurable and that we have no remaining performance obligations, as such sales were determined to relate predominantly to the license granted to Licensee and therefore have also been excluded from the transaction price. We will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

Note 9 - Stock-based Compensation (Details Textual)	9 Months Ended
Note 9 - Stock-based Compensation (Details Textual)	Sep. 30, 2023
Restricted Stock Units (RSUs) [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period (Year)	1 year
Restricted Stock Units (RSUs) [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period (Year)	3 years
The 2020 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period (Year)	3 years

Note 4 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Note 4 – Summary of Significant Accounting Policies

Principles of Consolidation

The interim unaudited condensed consolidated financial statements are prepared in accordance with US GAAP and include accounts of Windtree Therapeutics, Inc. and its wholly owned subsidiaries, CVie Investments Limited and its wholly owned subsidiary, CVie Therapeutics Limited; and a presently inactive subsidiary, Discovery Laboratories, Inc. (formerly known as Acute Therapeutics, Inc.).

Intangible Assets and Goodwill

We record acquired intangible assets and goodwill based on estimated fair value. The identifiable intangible assets resulting from the CVie Therapeutics acquisition in December 2018 relate to in-process research and development, or IPR&D, of istaroxime and rostafuroxin. The IPR&D assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. IPR&D is not amortized but reviewed for impairment at least annually, or when events or changes in the business environment indicate the carrying value may be impaired. During the three and nine months ended September 30, 2023, no events or changes in circumstances occurred indicating that our IPR&D intangible assets were more likely than not impaired.

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination and is not amortized. It is reviewed for impairment at least annually or when events or changes in the business environment indicate that its carrying value may be impaired. Our company consists of one reporting unit. In order to perform the quantitative goodwill impairment test, we compare the estimated fair value of our reporting unit to its carrying value. If the fair value exceeds the carrying value, no further evaluation is required, and no impairment exists. If the carrying value exceeds the fair value, the difference between the carrying value and the fair value is recorded as an impairment loss, the amount of which may not exceed the total amount of goodwill. When performing a goodwill impairment assessment, we estimate the fair value of our reporting unit, including the use of the quoted market price and related market capitalization of our common stock, adjusted for an estimated control premium based on transactions completed by comparable companies.

Throughout the year, we consider whether any events or changes in the business environment have occurred which indicate that goodwill may be impaired. For example, a significant decline in the closing share price of our common stock and market capitalization may suggest that the fair value of our reporting unit has fallen below its carrying amount, indicating that an interim goodwill impairment test is required. Accordingly, we monitor changes in our share price during interim periods between annual impairment tests and consider overall stock market conditions, the underlying reasons for the decline in our share price, the significance of the decline, and the duration of time that our securities have been trading at a lower value. Since early 2022, we have experienced a declining trend in the closing share price of our common stock, on a split-adjusted basis.

During each of the first and second quarters of 2023, the continued declining trend in the closing share price of our common stock, on a split-adjusted basis, suggested that the fair value of our reporting unit was more likely than not less than its carrying value. As a result, in each quarter we performed the interim goodwill impairment test consistent with the methodology that we use when performing our annual goodwill impairment assessment and determined that the fair value of our reporting unit was more likely than not less than its carrying value. We recorded a loss on impairment of goodwill of $0.5 million in the first quarter of 2023 and an additional loss of $2.6 million, representing the remaining balance of goodwill, in the second quarter of 2023. For the nine months ended September 30, 2023, the aggregate loss on impairment of goodwill is $3.1 million, recognized within operating expenses in our condensed consolidated statements of operations. As of September 30, 2023, goodwill was zero on our condensed consolidated balances sheet.

The following table represents identifiable intangible assets and goodwill as of September 30, 2023 and December 31, 2022:

	September 30,		December 31,
(in thousands)	2023		2022

Istaroxime drug candidate	$	22,340	$	22,340
Rostafuroxin drug candidate		2,910		2,910
Intangible assets		25,250		25,250

Goodwill	$	-	$	3,058

Foreign Currency Transactions

The functional currency for our foreign subsidiaries is U.S. Dollars. We remeasure monetary assets and liabilities that are not denominated in the functional currency at exchange rates in effect at the end of each period. Gains and losses from the remeasurement of foreign currency transactions are recognized in other income, net. Foreign currency transactions resulted in net gains of approximately $0.2 million and $0.5 million for the three-month periods ended September 30, 2023 and 2022, respectively. Foreign currency transactions resulted in net gains of approximately $0.3 million and $0.9 million for the nine-month periods ended September 30, 2023 and 2022, respectively.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including intangible assets and goodwill, at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents are held at domestic and foreign financial institutions and consist of liquid investments and money market funds that are readily convertible into cash.

Concentration of Credit Risk

Financial instruments, which potentially subject us to credit risk, consist principally of cash and cash equivalents. All cash and cash equivalents are held in U.S. financial institutions and money market funds. At times, we may maintain cash balances in excess of the federally insured amount of $250,000 per depositor, per insured bank, for each account ownership category. Although we currently believe that the financial institutions with whom we do business will be able to fulfill their commitments to us, there is no assurance that those institutions will be able to continue to do so. We have not experienced any credit losses associated with our balances in such accounts for the three and nine months ended September 30, 2023 or the year ended December 31, 2022.

Severance

In July 2023, we entered into a separation agreement with an executive, which provides that the former employee will be entitled to receive (i) a severance amount equal to the sum of the employee’s base salary then in effect and (ii) subject to certain exceptions, a pro rata bonus commensurate with the bonus awarded to other contract executives for the year 2023, prorated for the number of days of the employee’s employment during 2023, and payable at the time that other contract executives are paid bonuses with respect to 2023. The severance amount related to the departure of this executive is approximately $0.5 million, which was accrued in general and administrative expense at the date of the separation, and will be paid ratably through July 2024. As of September 30, 2023, approximately $0.1 million was paid. The remaining liability as of September 30, 2023 is approximately $0.4 million and is included in accrued expenses.

In June 2023, we implemented certain reductions in headcount. The total severance cost for impacted employees is approximately $0.2 million, which was accrued in research and development expense at the date of the separations and will be paid ratably through December 2023. As of September 30, 2023, approximately $0.1 million of severance costs was paid. The remaining liability as of September 30, 2023 is approximately $0.1 million and is included in accrued expenses.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to ten years). Leasehold improvements are amortized over the shorter of the estimated useful lives or the remaining term of the lease. Repairs and maintenance costs are charged to expense as incurred.

Restructured Debt Liability – Contingent Milestone Payment

In conjunction with the November 2017 restructuring and retirement of long-term debt (See the section titled, “Note 7 – Restructured Debt Liability”), we established a $15.0 million long-term liability for contingent milestone payments potentially due under the Exchange and Termination Agreement dated as of October 27, 2017, or the Exchange and Termination Agreement, between ourselves and affiliates of Deerfield Management Company L.P., or Deerfield. The liability was recorded at the full value of the contingent milestones and will continue to be carried at full value until the milestones are achieved and paid or the milestones are not achieved and the liability is written off as a gain on debt restructuring.

Research and Development

We account for research and development expense by the following categories: (a) product development and manufacturing, (b) clinical, medical, and regulatory operations, and (c) direct clinical and preclinical development programs. Research and development expense includes personnel, facilities, manufacturing and quality operations, pharmaceutical development, research, clinical, regulatory, other preclinical and clinical activities and medical affairs. Research and development costs are charged to operations as incurred in accordance with Accounting Standards Codification, or ASC, Topic 730, Research and Development.

Income Taxes

We account for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities.

We use a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Because we have never realized a profit, management has fully reserved the net deferred tax asset since realization is not assured.

Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by giving effect to all potentially dilutive securities outstanding for the period. As of September 30, 2023 and 2022, the number of shares of common stock potentially issuable upon the exercise of certain stock options and warrants, as well as the vesting of restricted stock units, was 5.1 million and 0.4 million shares, respectively. For the three and nine months ended September 30, 2023 and 2022, all potentially dilutive securities were anti-dilutive and therefore have been excluded from the computation of diluted net loss per share.

We do not have any components of other comprehensive (loss) income.

Recent Accounting Pronouncements

In May 2021, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, or ASU 2021-04. ASU 2021-04 provides guidance regarding the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The ASU was effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2021-04 on January 1, 2023, which did not have a material impact on our consolidated financial statements and related disclosures. We apply ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date of this guidance.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals) - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
ATM Program [Member]
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs				$ 32,000	$ 6,000
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs	$ 1,630		$ 47,000
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs, Exercise of Warrants Cost		$ 276

Note 3 - Going Concern and Management's Plans (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended						9 Months Ended
	Apr. 24, 2023	Apr. 30, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Nov. 09, 2023	Dec. 31, 2022	Jan. 03, 2022	Sep. 17, 2020
Net Income (Loss) Attributable to Parent			$ (4,425)	$ (6,601)	$ (4,111)	$ (4,056)	$ (17,333)	$ (8,127)	$ (15,137)	$ (29,516)
Goodwill, Impairment Loss			0	$ 2,600	$ 500	$ 454			3,058	$ 12,090
Retained Earnings (Accumulated Deficit)			(839,669)						(839,669)			$ (824,532)
Proceeds from Issuance or Sale of Equity, Gross	$ 12,400	$ 12,400
Proceeds from Issuance or Sale of Equity	$ 10,800	$ 10,800
Equity Issued During Period, Units, New Issues (in shares)	3,686,006	4,238,906
Shares Issued, Price Per Share (in dollars per share)	$ 2.93	$ 2.93
Units, Number of Warrants Called by Each Unit (in shares)	1	1
Units, Number of Securities Called by Each Unit (in shares)	1	1
Cash and Cash Equivalents, at Carrying Value			7,365						7,365			6,172
Liabilities, Current			$ 3,709						$ 3,709			$ 2,457
April 2023 Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 2.93	$ 2.93
Warrants and Rights Outstanding, Term (Year)	5 years	5 years
ATM Program [Member]
Shares Authorized to Be Offered and Sold Under Offering Agreement, Value											$ 2,050		$ 2,050	$ 10,000
Over-Allotment Option [Member]
Overallotment, Potential Issuable Shares (in shares)	552,900	552,900

Note 1 - The Company and Description of Business

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 – The Company and Description of Business

We are a clinical-stage biopharmaceutical company focused on the development of novel therapeutics intended to address significant unmet medical needs in important cardiovascular care markets. Our development programs are primarily focused on the treatment of cardiovascular diseases. Our lead product candidate, istaroxime, is a first-in-class, dual-acting agent being developed to increase blood pressure and improve cardiac function in patients with cardiogenic shock and to improve cardiac function in patients with acute heart failure, or AHF, and reverse the hypotension and hypoperfusion associated with heart failure that deteriorates to cardiogenic shock. We also plan to demonstrate that istaroxime can produce a therapeutic benefit in these settings with a differentiated safety profile compared to drugs currently used in these patients. Istaroxime demonstrated significant improvement in both systolic and diastolic aspects of cardiac function and was generally well tolerated in three Phase 2 clinical trials. Istaroxime has been granted Fast Track designation for the treatment of AHF by the U.S. Food and Drug Administration, or FDA. Based on the profile observed in our Phase 2 clinical studies in AHF, where istaroxime significantly improved cardiac function and systolic blood pressure, or SBP, in acute decompensated heart failure patients, we initiated a Phase 2 global clinical study, or the SEISMiC Study, to evaluate istaroxime for the treatment of early cardiogenic shock (Society for Cardiovascular Angiography and Interventions, or SCAI, Stage B shock), a severe form of AHF characterized by very low blood pressure and risk for hypoperfusion to critical organs and mortality. We completed the SEISMiC Study and, in April 2022, announced positive topline results. Istaroxime rapidly and significantly increased SBP while also improving cardiac function and preserving renal function. In May 2022, we presented the SEISMiC Study results at the European Society of Cardiology Heart Failure Meeting in Madrid, Spain and, in September 2022, the results were published in the European Journal of Heart Failure. A second manuscript comparing the two doses used in the trial was published in the Journal of Cardiac Failure in April 2023. We believe that istaroxime has the potential to fulfill an unmet need in early and potentially more severe cardiogenic shock. We further believe that the data from the SEISMiC Study supports continued development in both cardiogenic shock and AHF. We are currently initiating an extension to the SEISMiC Study, or the SEISMiC Extension, to evaluate a longer dosing period and to continue to characterize the effects of istaroxime, including activation of sarco endoplasmic reticulum Ca2+ -ATPase 2a, or SERCA2a. The SEISMiC Extension trial is expected to enroll up to 30 subjects with SCAI Stage B cardiogenic shock with data anticipated in mid-2024. Additionally, we are engaged in start-up procedures and exploring the possibility of commencing a small study in more severe SCAI Stage C cardiogenic shock.

Our heart failure cardiovascular portfolio also includes SERCA2a activators. This research program is evaluating these preclinical product candidates, including oral and intravenous SERCA2a activator heart failure compounds. These candidates would potentially be developed for both acute decompensated and chronic out-patient heart failure. In addition, our cardiovascular drug product candidates include rostafuroxin, a novel product candidate for the treatment of hypertension in patients with a specific genetic profile. We are pursuing potential licensing arrangements and/or other strategic partnerships and do not intend to advance rostafuroxin without securing such an arrangement or partnership.

Our ability to advance our development programs is dependent upon our ability to secure additional capital in both the near and long-term, through public or private securities offerings; convertible debt financings; and/or potential strategic opportunities, including licensing agreements, drug product development, and marketing collaboration arrangements, pharmaceutical research cooperation arrangements, and/or other similar transactions in geographic markets, including the U.S., and/or through potential grants and other funding commitments from U.S. government agencies, in each case, if available. We have engaged with potential counterparties in various markets and will continue to pursue non-dilutive sources of capital as well as potential private and public securities offerings. There can be no assurance, however, that we will be able to identify and enter into public or private securities offerings on acceptable terms and in amounts sufficient to meet our needs or qualify for non-dilutive funding opportunities under any grant programs sponsored by U.S. government agencies, private foundations, and/or leading academic institutions, or identify and enter into any strategic transactions that will provide the additional capital that we will require. If none of these alternatives is available, or if available and we are unable to raise sufficient capital through such transactions, we potentially could be forced to limit or cease our development activities, which would have a material adverse effect on our business, financial condition, and results of operations.

The reader is referred to, and encouraged to read in its entirety, “Item 1 – Business” in our Annual Report on Form 10-K for the year ended December 31, 2022 that we filed with the Securities and Exchange Commission, or the SEC, on March 31, 2023, which contains a discussion of our business and business plans, as well as information concerning our proprietary technologies and our current and planned development programs.

Note 9 - Stock-based Compensation - Stock Options Valuation Assumptions (Details)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Weighted average expected volatility	112.00%	106.00%
Weighted average expected term (Year)	6 years	6 years 10 months 24 days
Weighted average risk-free interest rate	4.33%	1.70%

Note 9 - Stock-based Compensation

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 9 – Stock-Based Compensation

We recognize expense in our interim unaudited condensed consolidated financial statements related to all stock-based awards granted to employees and non-employee directors based on their fair value on the date of grant. Compensation expense related to stock options is calculated using the Black-Scholes option-pricing model and is recognized ratably over the vesting period, which is typically three years. Compensation expense related to restricted stock unit, or RSU, awards is also recognized ratably over the vesting period, which is typically between one to three years.

A summary of activity under our long-term incentive plans is presented below:

(in thousands, except for weighted-average data)
Stock Options	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Yrs)

Outstanding at January 1, 2023		78		$	381.00
Granted		213			1.21
Forfeited or expired		(12	)		259.02
Outstanding at September 30, 2023		279		$	93.29		9.0

Vested and exercisable at September 30, 2023		57		$	434.41		6.0

Vested and expected to vest at September 30, 2023		259		$	94.61		9.0

(in thousands, except for weighted-average data)
Restricted Stock Units	Shares			Weighted- Average Grant Date Fair Value

Outstanding at January 1, 2023		11		$	49.50
Awarded		142			1.21
Vested		(3	)		48.55
Cancelled		(3	)		49.57
Outstanding at September 30, 2023		147		$	2.94

The table below summarizes the total stock-based compensation expense included in the interim unaudited condensed consolidated statements of operations for the periods presented:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022

Research and development	$	93	$	198	$	280	$	580
General and administrative		212		546		692		1,715
Total	$	305	$	744	$	972	$	2,295

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing formula that uses assumptions noted in the following table. Expected volatilities are based upon the historical volatility of our common stock and other factors. We also use historical data and other factors to estimate option exercises and forfeiture rates. The risk-free interest rates are based upon the U.S. Treasury yield curve in effect at the time of the grant.

	Nine Months Ended September 30,
	2023			2022

Weighted average expected volatility		112	%		106	%
Weighted average expected term (in years)		6.0			6.9
Weighted average risk-free interest rate		4.33	%		1.70	%
Expected dividends		-			-

Note 5 - Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Total Assets	$ 6,472	$ 4,212
Fair Value, Inputs, Level 1 [Member]
Total Assets	6,472	4,212
Money Market Funds [Member]
Cash equivalents	6,472	4,212
Money Market Funds [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash equivalents	$ 6,472	$ 4,212

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	ATM Program [Member] Series A Preferred Stock, Mezzanine Equity [Member]	ATM Program [Member] Common Stock [Member]	ATM Program [Member] Additional Paid-in Capital [Member]	ATM Program [Member] Retained Earnings [Member]	ATM Program [Member] Treasury Stock, Common [Member]	ATM Program [Member]	Series A Preferred Stock, Mezzanine Equity [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Total
Balance - September 30, 2022 (in shares)							0	565			0
Balance - September 30, 2022							$ 0	$ 0	$ 830,259	$ (785,324)	$ (3,054)	$ 41,881
Balance (in shares) at Dec. 31, 2021							0	565			0
Balance at Dec. 31, 2021							$ 0	$ 0	830,259	(785,324)	$ (3,054)	41,881
Net loss							0	0	0	(8,127)	0	(8,127)
Stock-based compensation expense							$ 0	$ 0	770	0	$ 0	770
Issuance of common stock, ATM Program, net of issuance costs (in shares)	0	4			0
Issuance of common stock, ATM Program, net of issuance costs	$ 0	$ 0	$ 205	$ 0	$ 0	$ 205
Balance (in shares) at Mar. 31, 2022							0	569			0
Balance at Mar. 31, 2022							$ 0	$ 0	831,234	(793,451)	$ (3,054)	34,729
Balance (in shares) at Dec. 31, 2021							0	565			0
Balance at Dec. 31, 2021							$ 0	$ 0	830,259	(785,324)	$ (3,054)	41,881
Net loss												(29,516)
Balance (in shares) at Sep. 30, 2022							0	653			0
Balance at Sep. 30, 2022							$ 0	$ 0	835,314	(814,840)	$ (3,054)	17,420
Balance - September 30, 2022 (in shares)							0	569			0
Balance - September 30, 2022							$ 0	$ 0	831,234	(793,451)	$ (3,054)	34,729
Balance (in shares) at Mar. 31, 2022							0	569			0
Balance at Mar. 31, 2022							$ 0	$ 0	831,234	(793,451)	$ (3,054)	34,729
Net loss							0	0	0	(17,333)	0	(17,333)
Stock-based compensation expense							$ 0	$ 0	781	0	$ 0	781
Issuance of common stock, ATM Program, net of issuance costs (in shares)	0	19			0
Issuance of common stock, ATM Program, net of issuance costs	$ 0	$ 0	$ 1,020	$ 0	$ 0	$ 1,020
Balance (in shares) at Jun. 30, 2022							0	588			0
Balance at Jun. 30, 2022							$ 0	$ 0	833,035	(810,784)	$ (3,054)	19,197
Balance - September 30, 2022 (in shares)							0	588			0
Balance - September 30, 2022							$ 0	$ 0	833,035	(810,784)	$ (3,054)	19,197
Net loss							0	0	0	(4,056)	0	(4,056)
Stock-based compensation expense							$ 0	$ 0	744	0	$ 0	744
Issuance of common stock, ATM Program, net of issuance costs (in shares)							0	65			0
Issuance of common stock, ATM Program, net of issuance costs							$ 0	$ 0	1,535	0	$ 0	1,535
Balance (in shares) at Sep. 30, 2022							0	653			0
Balance at Sep. 30, 2022							$ 0	$ 0	835,314	(814,840)	$ (3,054)	17,420
Balance - September 30, 2022 (in shares)							0	653			0
Balance - September 30, 2022							$ 0	$ 0	835,314	(814,840)	$ (3,054)	17,420
Balance - September 30, 2022 (in shares)							39	772			0
Balance - September 30, 2022							$ 0	$ 0	837,598	(824,532)	$ (3,054)	10,012
Balance (in shares) at Dec. 31, 2022							39	772			0
Balance at Dec. 31, 2022							$ 0	$ 0	837,598	(824,532)	$ (3,054)	10,012
Net loss							0	0	0	(4,111)	0	(4,111)
Stock-based compensation expense							$ 0	$ 0	285	0	$ 0	285
Redemption of Series A Preferred Stock (in shares)							(39)	0			0
Vesting of restricted stock units (in shares)							0	2			0
Exercise of common stock warrants, net of expenses of $276 (in shares)							0	118			0
Exercise of common stock warrants, net of expenses of $276							$ 0	$ 1	842	0	$ 0	843
Reverse split adjustments - fractional share round ups (in shares)							0	17			0
Balance (in shares) at Mar. 31, 2023							0	909			0
Balance at Mar. 31, 2023							$ 0	$ 1	838,725	(828,643)	$ (3,054)	7,029
Balance (in shares) at Dec. 31, 2022							39	772			0
Balance at Dec. 31, 2022							$ 0	$ 0	837,598	(824,532)	$ (3,054)	10,012
Net loss												(15,137)
Balance (in shares) at Sep. 30, 2023							0	5,148			0
Balance at Sep. 30, 2023							$ 0	$ 5	850,202	(839,669)	$ (3,054)	7,484
Balance - September 30, 2022 (in shares)							0	909			0
Balance - September 30, 2022							$ 0	$ 1	838,725	(828,643)	$ (3,054)	7,029
Balance (in shares) at Mar. 31, 2023							0	909			0
Balance at Mar. 31, 2023							$ 0	$ 1	838,725	(828,643)	$ (3,054)	7,029
Net loss							0	0	0	(6,601)	0	(6,601)
Stock-based compensation expense							$ 0	$ 0	382	0	$ 0	382
Issuance of common stock, ATM Program, net of issuance costs (in shares)							0	4,239			0
Issuance of common stock, ATM Program, net of issuance costs							$ 0	$ 4	10,790	0	$ 0	10,794
Balance (in shares) at Jun. 30, 2023							0	5,148			0
Balance at Jun. 30, 2023							$ 0	$ 5	849,897	(835,244)	$ (3,054)	11,604
Balance - September 30, 2022 (in shares)							0	5,148			0
Balance - September 30, 2022							$ 0	$ 5	849,897	(835,244)	$ (3,054)	11,604
Net loss							0	0	0	(4,425)	0	(4,425)
Stock-based compensation expense							$ 0	$ 0	305	0	$ 0	305
Balance (in shares) at Sep. 30, 2023							0	5,148			0
Balance at Sep. 30, 2023							$ 0	$ 5	850,202	(839,669)	$ (3,054)	7,484
Balance - September 30, 2022 (in shares)							0	5,148			0
Balance - September 30, 2022							$ 0	$ 5	$ 850,202	$ (839,669)	$ (3,054)	$ 7,484

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 7,365	$ 6,172
Prepaid expenses and other current assets	1,543	1,205
Total current assets	8,908	7,377
Property and equipment, net	205	262
Restricted cash	150	154
Operating lease right-of-use assets	1,544	1,853
Intangible assets	25,250	25,250
Goodwill	0	3,058
Total assets	36,057	37,954
Current Liabilities:
Accounts payable	944	249
Accrued expenses	1,859	1,552
Operating lease liabilities - current portion	439	404
Loans payable	467	252
Total current liabilities	3,709	2,457
Operating lease liabilities - non-current portion	1,251	1,624
Restructured debt liability - contingent milestone payments	15,000	15,000
Other liabilities	3,800	3,800
Deferred tax liabilities	4,813	5,061
Total liabilities	28,573	27,942
Stockholders’ Equity:
Preferred stock, $0.001 par value; 5,000,000 and 4,960,000 shares authorized; 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	0	0
Common stock, $0.001 par value; 120,000,000 shares authorized at September 30, 2023 and December 31, 2022; 5,148,220 and 772,203 shares issued at September 30, 2023 and December 31, 2022, respectively; 5,148,219 and 772,202 shares outstanding at September 30, 2023 and December 31, 2022, respectively	5	0
Additional paid-in capital	850,202	837,598
Accumulated deficit	(839,669)	(824,532)
Treasury stock (at cost); 1 share	(3,054)	(3,054)
Total stockholders’ equity	7,484	10,012
Total liabilities, mezzanine equity & stockholders’ equity	36,057	37,954
Series A Preferred Stock [Member]
Current Liabilities:
Series A redeemable preferred stock, $0.001 par value; 0 and 40,000 shares authorized; 0 and 38,610.119 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	$ 0	$ 0

Note 9 - Stock-based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Balance (in shares) \| shares	11
Weighted- Average Grant Date Fair Value, Outstanding, Beginning Balance (in dollars per share) \| $ / shares	$ 49.5
Awarded (in shares) \| shares	142
Awarded, Weighted- Average Grant Date Fair Value, Outstanding (in dollars per share) \| $ / shares	$ 1.21
Vested (in shares) \| shares	(3)
Vested Weighted- Average Grant Date Fair Value, Outstanding (in dollars per share) \| $ / shares	$ 48.55
Cancelled (in shares) \| shares	(3)
Cancelled, Weighted- Average Grant Date Fair Value, Outstanding (in dollars per share) \| $ / shares	$ 49.57
Balance (in shares) \| shares	147
Weighted- Average Grant Date Fair Value, Outstanding (in dollars per share) \| $ / shares	$ 2.94

Note 2 - Basis of Presentation

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Basis of Accounting [Text Block]

Note 2 – Basis of Presentation

The interim unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S., or US GAAP, for interim financial information in accordance with the instructions to Form 10-Q and include accounts of Windtree Therapeutics, Inc. and its wholly owned subsidiaries. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation. All adjustments (consisting of normally recurring accruals) considered for fair presentation have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The consolidated balance sheet at December 31, 2022 has been derived from the Company’s audited consolidated financial statements. There have been no changes to our significant accounting policies since December 31, 2022. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with our annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2022 contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

The accompanying condensed consolidated financial statements reflect the 1-for-50 reverse split of our common stock that was approved by our Board of Directors and stockholders and made effective on February 24, 2023. All share and per share information herein that relates to our common stock prior to the effective date has been retroactively restated to reflect the reverse stock split.

Note 5 - Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

Note 5 – Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

	●	Level 1 – Quoted prices in active markets for identical assets and liabilities.
	●	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair Value on a Recurring Basis

The tables below categorize assets measured at fair value on a recurring basis for the periods presented:

	Fair Value		Fair value measurement using
	September 30,
(in thousands)	2023		Level 1		Level 2		Level 3

Cash equivalents:
Money market funds	$	6,472	$	6,472	$	-	$	-
Total Assets	$	6,472	$	6,472	$	-	$	-

	Fair Value		Fair value measurement using
	December 31,
(in thousands)	2022		Level 1		Level 2		Level 3

Cash equivalents:
Money market funds	$	4,212	$	4,212	$	-	$	-
Total Assets	$	4,212	$	4,212	$	-	$	-

Fair Value on a Non-Recurring Basis

Certain of our assets were measured at fair value on a non-recurring basis during the nine months ended September 30, 2023 and the year ended December 31, 2022. The IPR&D intangible asset related to our rostafuroxin drug candidate was recorded at its estimated fair value as a result of the impairment tests performed during 2022. Our goodwill was also recorded at its estimated fair value as a result of the impairment tests performed in 2022 and during the six months ended June 30, 2023, which resulted in the goodwill being written down to zero as of June 30, 2023. (See the section titled, “Note 4 – Summary of Significant Accounting Policies – Intangible Assets and Goodwill”).

Significant factors considered in estimating the fair value of the IPR&D intangible asset related to our rostafuroxin drug candidate include the risks inherent in the development process, including the likelihood of achieving commercial success and the cost and related time to complete the remaining development. Future cash flows for the IPR&D intangible asset were estimated based on forecasted revenue and costs, taking into account the expected product life cycle, market penetration, and growth rates. Other significant estimates and assumptions inherent in this approach include (i) the amount and timing of the projected net cash flows associated with the IPR&D intangible asset; (ii) the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and (iii) the tax rate, which considers geographic diversity of the projected cash flows. Quantitative information about the significant unobservable inputs used in the fair value measurement of the IPR&D intangible asset included a discount rate of 20.0% and a tax rate of 30.0%, respectively, for 2022. While we use the best available information to prepare our cash flows and discount rate assumptions, actual future cash flows could differ significantly based on the commercial success of the related drug candidate and market conditions which could result in future impairment charges related to the indefinite-lived intangible asset balance.

In order to perform the goodwill impairment test, we compare the estimated fair value of our reporting unit to its carrying value. Significant factors considered in estimating the fair value of our reporting unit include the use of the quoted market price and related market capitalization of our common stock, adjusted for an estimated control premium based on transactions completed by comparable companies. Quantitative information about the significant unobservable inputs used in the fair value measurement of the reporting unit included an estimated control premium of 50% for both periods.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Note 7 - Restructured Debt Liability (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Oct. 27, 2017	Sep. 30, 2023	Dec. 31, 2022
Liability for Contingent Milestone Payment, Noncurrent		$ 15.0	$ 15.0
Deerfield Loan [Member] \| Exchange and Termination Agreement [Member] \| Deerfield Management, L.P. [Member]
Extinguishment of Debt, Amount	$ 25.0
Class of Warrant or Right, Number of Warrants Cancelled (in shares)	167
Class of Warrant or Right, Exercise Price of Cancelled Warrants (in dollars per share)	$ 118,020
Repayments of Long-term Debt, Total	$ 2.5
Stock Issued During Period, Shares, Cancellation of Debt and Warrant Obligations (in shares)	474
Stock Issued During Period, Shares, Cancellation of Debt and Warrant Obligations, Percentage of Fully-diluted Shares Outstanding	2.00%
Liability for Contingent Milestone Payment, Noncurrent	$ 15.0	$ 15.0	$ 15.0

Note 11 - Subsequent Event

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

Note 11 – Subsequent Event

On November 9, 2023, we entered into an At-The-Market Offering Agreement with Ladenburg, pursuant to which we may offer and sell, from time to time at our sole discretion, shares of our common stock through Ladenburg as agent and/or principal (subject to the limitations of General Instruction I.B.6 of Form S-3) through an at-the-market program, or the ATM Program. We are not obligated to make any sales under the ATM Program, and as of November 9, 2023, we have not sold any shares under the ATM Program. If we issue a sale notice to Ladenburg, we will designate the maximum amount of shares to be sold by Ladenburg daily and the minimum price per share at which shares may be sold. Ladenburg may sell shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or in privately negotiated transactions. Sales under the ATM Program will be made pursuant to our “shelf” registration statement on Form S-3 (No. 333-261878) filed with the SEC on December 23, 2021, and declared effective on January 3, 2022 and a prospectus supplement related thereto, relating to the issuance and sale of up to approximately $2.05 million of shares of common stock.

Either party may suspend the offering under the ATM Program by notice to the other party. The ATM Program will terminate upon the earlier of (i) the sale of all shares subject to the ATM Program or (ii) termination of the ATM Program in accordance with its terms. Either party may terminate the ATM Program at any time upon five business days' prior written notification to the other party in accordance with the related agreement.

We agreed to pay Ladenburg a commission of 3% of the gross sales price of any shares sold pursuant to the ATM Program. The rate of compensation will not apply when Ladenburg acts as principal, in which case such rate shall be separately negotiated. We also agreed to reimburse Ladenburg for the fees and disbursements of its counsel in an amount not to exceed $60,000, in addition to certain ongoing disbursements of its legal counsel up to $3,000 per calendar quarter.

Note 8 - Mezzanine Equity and Stockholders' Equity (Details Textual) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 24, 2023 USD ($) $ / shares shares	Feb. 21, 2023 USD ($) $ / shares shares	Jan. 20, 2023 USD ($) $ / shares shares	Nov. 17, 2022 $ / shares shares	Apr. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 $ / shares shares	Mar. 31, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) shares	Nov. 09, 2023 USD ($)	Dec. 31, 2022 $ / shares shares	Jan. 03, 2022 USD ($)	Sep. 17, 2020 USD ($)
Equity Issued During Period, Units, New Issues (in shares)	3,686,006				4,238,906
Units, Number of Warrants Called by Each Unit (in shares)	1				1
Shares Issued, Price Per Share (in dollars per share) \| $ / shares	$ 2.93				$ 2.93
Proceeds from Issuance or Sale of Equity, Gross \| $	$ 12,400				$ 12,400
Proceeds from Issuance or Sale of Equity \| $	$ 10,800				$ 10,800
Stock Issued During Period, Value, Exercise Of Warrants \| $							$ 843
Proceeds from Warrant Exercises \| $								$ 843	$ 0
Preferred Stock, Shares Authorized (in shares)				5,000,000		5,000,000		5,000,000			4,960,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares				$ 0.001		$ 0.001		$ 0.001			$ 0.001
Proceeds from Issuance of Common Stock \| $								$ 0	$ 2,760
Units, Number of Securities Called by Each Unit (in shares)	1				1
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)				40,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares				$ 0.001
Common Stock, Dividends, Shares Issued Per Share, Declared				0.001
Stock Dividends, Shares, Total (in shares)				38,610
Preferred Stock, Convertible, Conversion Price (in dollars per share) \| $ / shares				$ 0.01
Over-Allotment Option [Member]
Overallotment, Potential Issuable Shares (in shares)	552,900				552,900
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	552,900
ATM Program [Member]
Shares Authorized to Be Offered and Sold Under Offering Agreement, Value \| $										$ 2,050		$ 2,050	$ 10,000
Stock Issued During Period, Shares, New Issues (in shares)						0		0	87,556
Proceeds from Issuance of Common Stock \| $									$ 2,800
April 2023 Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares	$ 2.93				$ 2.93
Warrants and Rights Outstanding, Term (Year)	5 years				5 years
December 2019 Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 604.5	$ 604.5
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		5,519	1,573
May 2020 Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 398.75	$ 398.75
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		5,517	5,598
March 2021 Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares			$ 180
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			89,001
January 2023 Existing Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares			$ 10
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			96,172
Stock Issued During Period, Value, Exercise Of Warrants \| $			$ 1,000
Proceeds from Warrant Exercises \| $		$ 700	$ 700
Fair Value of Warrant Modifications Related to Warrant Exercise Inducement \| $		$ 1,200						$ 1,238	0
January 2023 New Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares			$ 10.76
Warrants and Rights Outstanding, Term (Year)			5 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			192,344
July 2018 Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 600
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		1,250
December 2018 Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 607.5
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		9,960
February 2023 Existing Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 7.06
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		22,246
Stock Issued During Period, Value, Exercise Of Warrants \| $		$ 200
Proceeds from Warrant Exercises \| $		100
Fair Value of Warrant Modifications Related to Warrant Exercise Inducement \| $		$ 300						$ 274	$ 0
February 2023 New Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 10.76
Warrants and Rights Outstanding, Term (Year)		5 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		44,492

Note 5 - Fair Value Measurements (Details Textual) $ in Thousands	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Goodwill	$ 0	$ 3,058
Measurement Input, Discount Rate [Member]
Indefinite Lived Intangible Assets, Measurement Input		0.20
Measurement Input, Tax Rate [Member]
Indefinite Lived Intangible Assets, Measurement Input		0.30

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Note 9 - Stock-based Compensation - Summary Stock Option Activity (Details) - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023
Shares Outstanding, Beginning Balance (in shares)	78
Weighted Average Exercise Price, Outstanding, at Beginning Period (in dollars per share)	$ 381
Shares Granted (in shares)	213
Weighted Average Exercise Price, Granted (in dollars per share)	$ 1.21
Shares Forfeited or Expired (in shares)	(12)
Weighted Average Exercise Price, Forfeited or Expired (in dollars per share)	$ 259.02
Shares Outstanding, Ending Balance (in shares)	279
Weighted Average Exercise Price, Outstanding, at Ending Period (in dollars per share)	$ 93.29
Weighted Average Remaining Contractual Life, Outstanding (Year)	9 years
Shares Vested and Exercisable (in shares)	57
Weighted Average Exercise Price, Vested and Exercisable (in dollars per share)	$ 434.41
Weighted Average Remaining Contractual Life, Vested and Exercisable (Year)	6 years
Vested and expected to vest (in shares)	259
Weighted Average Exercise Price, Vested and Expected to Vest (in dollars per share)		$ 94.61
Weighted Average Remaining Contractual Life, Vested and Expected to Vest (Year)	9 years

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	4,960,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	120,000,000	120,000,000
Common stock, shares issued (in shares)	5,148,220	772,203
Common stock, shares outstanding (in shares)	5,148,219	772,202
Treasury stock, shares (in shares)	1	1
Series A Preferred Stock [Member]
Temporary equity, par value (in dollars per share)	$ 0.001	$ 0.001
Temporary equity, shares authorized (in shares)	0	40,000
Temporary equity, shares issued (in shares)	0	38,610.119
Temporary equity, shares outstanding (in shares)	0	38,610.119

Note 4 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands	1 Months Ended	3 Months Ended				9 Months Ended
	Jul. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($) shares	Dec. 31, 2022 USD ($)	Nov. 01, 2017 USD ($)
Number of Reporting Units						1
Goodwill, Impairment Loss		$ 0	$ 2,600	$ 500	$ 454	$ 3,058	$ 12,090
Goodwill		0				0		$ 3,058
Foreign Currency Transaction Gain, before Tax		200			$ 500	300	$ 900
Liability for Contingent Milestone Payment, Noncurrent		$ 15,000				$ 15,000		$ 15,000
Number of Shares of Common Stock Potentially Issuable upon the Exercise of Stock Options and Warrants (in shares) \| shares						5.1	400,000
Deerfield Loan [Member] \| Exchange and Termination Agreement [Member] \| Deerfield Management, L.P. [Member]
Liability for Contingent Milestone Payment, Noncurrent									$ 15,000
Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)		3 years				3 years
Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)		10 years				10 years
Executive [Member]
Severance Costs	$ 500	$ 100				$ 400
Supplemental Unemployment Benefits, Severance Benefits		100				$ 100
Employee [Member}
Severance Accrual		$ 100

Note 9 - Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Stock-based compensation expense	$ 305	$ 744	$ 972	$ 2,295
Research and Development Expense [Member]
Stock-based compensation expense	93	198	280	580
Selling, General and Administrative Expenses [Member]
Stock-based compensation expense	$ 212	$ 546	$ 692	$ 1,715

Note 5 - Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	Fair Value		Fair value measurement using
	September 30,
(in thousands)	2023		Level 1		Level 2		Level 3

Cash equivalents:
Money market funds	$	6,472	$	6,472	$	-	$	-
Total Assets	$	6,472	$	6,472	$	-	$	-

	Fair Value		Fair value measurement using
	December 31,
(in thousands)	2022		Level 1		Level 2		Level 3

Cash equivalents:
Money market funds	$	4,212	$	4,212	$	-	$	-
Total Assets	$	4,212	$	4,212	$	-	$	-

Note 4 - Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Intangible assets	$ 25,250	$ 25,250
Goodwill	0	3,058
Istaroxime Drug Candidate [Member]
Intangible assets	22,340	22,340
Rostafuroxin Drug Candidate [Member]
Intangible assets	$ 2,910	$ 2,910

- Definition

+ References + Details

Note 8 - Mezzanine Equity and Stockholders' Equity

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Equity [Text Block]

Note 8 – Mezzanine Equity and Stockholders’ Equity

April 2023 Public Offering

On April 20, 2023, we commenced the April 2023 Offering for a public offering of an aggregate of 3,686,006 units with each unit consisting of one share of common stock and a warrant, or the April 2023 Warrants. The April 2023 Warrants are immediately exercisable for shares of common stock at a price of $2.93 per share and expire five years from the date of issuance. The shares of common stock and the April 2023 Warrants were immediately separable and were issued separately in the April 2023 Offering.

In addition, Ladenburg exercised in full the Overallotment Option to purchase up to 552,900 additional shares of common stock and/or warrants to purchase up to 552,900 additional shares of common stock.

The closing of the April 2023 Offering occurred on April 24, 2023, inclusive of the Overallotment Option. The offering price to the public was $2.93 per unit resulting in gross proceeds to us of approximately $12.4 million. After deducting underwriting discounts and commissions and other estimated offering expenses payable by us, and excluding the proceeds, if any, from the exercise of the April 2023 Warrants issued pursuant to this April 2023 Offering, the net proceeds to us were approximately $10.8 million.

We have determined that the appropriate accounting treatment under ASC 480, Distinguishing Liabilities from Equity, or ASC 480, is to classify the shares of common stock and the April 2023 Warrants issued in the April 2023 Offering as equity. We have also determined that the April 2023 Warrants are not in their entirety a derivative under the scope of ASC 815, Derivatives and Hedging, or ASC 815, due to the scope exception under ASC 815-10-15-74, nor are there any material embedded derivatives that require separate accounting. We allocated the net proceeds from the April 2023 Offering based on the relative fair value of the common stock and the April 2023 Warrants.

January 2023 Warrant Exercise Inducement Offer Letters

On January 20, 2023, we entered into warrant exercise inducement offer letters with certain holders of certain of our: (i) warrants issued in December 2019 to purchase 1,573 shares of common stock with an exercise price of $604.50 per share; (ii) warrants issued in May 2020 to purchase 5,598 shares of common stock with an exercise price of $398.75 per share, and (iii) warrants issued in March 2021 to purchase 89,001 shares of common stock with an exercise price of $180.00 per share (collectively, the January 2023 Existing Warrants).

Pursuant to the terms of the inducement letters, we agreed to amend the January 2023 Existing Warrants by lowering the exercise price of the January 2023 Existing Warrants to $10.00 per share. Additionally, the exercising holders agreed to exercise for cash all of their January 2023 Existing Warrants to purchase an aggregate of 96,172 shares of common stock in exchange for our agreement to issue to such exercising holders new warrants, or the January 2023 New Warrants, to purchase up to an aggregate of 192,344 shares of common stock. We received aggregate gross and net proceeds of approximately $1.0 million and $0.7 million, respectively, from the exercise of the January 2023 Existing Warrants by the exercising holders.

Each January 2023 New Warrant is exercisable into shares of common stock at a price per share of $10.76, will initially be exercisable six months following its date of issuance, or the January 2023 Initial Exercise Date, and will expire on the fifth anniversary of the January 2023 Initial Exercise Date.

February 2023 Warrant Exercise Inducement Offer Letter

On February 21, 2023, we entered into a warrant exercise inducement offer letter with Panacea Venture Healthcare Fund I, L.P., a holder of certain of our: (i) warrants issued in July 2018 to purchase 1,250 shares of common stock with an exercise price of $600.00 per share; (ii) warrants issued in December 2018 to purchase 9,960 shares of common stock with an exercise price of $607.50 per share; (iii) warrants issued in December 2019 to purchase 5,519 shares of common stock with an exercise price of $604.50 per share; and (iv) warrants issued in May 2020 to purchase 5,517 shares of common stock with an exercise price of $398.75 per share (collectively, the February 2023 Existing Warrants).

Pursuant to the terms of the inducement letter, we agreed to amend the February 2023 Existing Warrants by lowering the exercise price of the February 2023 Existing Warrants to $7.06 per share. Additionally, Panacea agreed to exercise for cash all of their February 2023 Existing Warrants to purchase an aggregate of 22,246 shares of common stock in exchange for our agreement to issue to Panacea new warrants, or the February 2023 New Warrants, to purchase up to an aggregate of 44,492 shares of common stock. We received aggregate gross and net proceeds of approximately $0.2 million and $0.1 million, respectively, from the exercise of the February 2023 Existing Warrants by Panacea.

Each February 2023 New Warrant is exercisable into shares of common stock at a price per share of $10.76, will initially be exercisable six months following its date of issuance, or the February 2023 Initial Exercise Date, and will expire on the fifth anniversary of the February 2023 Initial Exercise Date.

Accounting for the January 2023 and February 2023 Warrant Exercise Inducement Offer Letters

The amendment of the January 2023 Existing Warrants and the February 2023 Existing Warrants by lowering the exercise prices and issuing the January 2023 New Warrants and the February 2023 New Warrants is considered a modification of the January 2023 Existing Warrants and the February 2023 Existing Warrants under the guidance of ASU 2021-04. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders to cash exercise their warrants, resulting in the imminent exercise of the January 2023 Existing Warrants and the February 2023 Existing Warrants, which raised equity capital and generated net proceeds for us of approximately $0.7 million and $0.1 million, respectively. The total fair value of the consideration of the modification includes the incremental fair value of the January 2023 Existing Warrants and the February 2023 Existing Warrants (determined by comparing the fair values immediately prior to and immediately after the modification) and the initial fair value of the January 2023 New Warrants and the February 2023 New Warrants. The fair values were calculated using the Black-Scholes model and we determined that the total fair value of the consideration related to the modification of the January 2023 Existing Warrants and the February 2023 Existing Warrants, including the initial fair value of the January 2023 New Warrants and the February 2023 New Warrants, was $1.2 million and $0.3 million, respectively.

Preferred Stock

We are authorized to issue 5,000,000 shares of preferred stock, with a par value of $0.001 per share.

On November 17, 2022, our Board of Directors declared a dividend of one one-thousandth (1/1,000th) of a share of Series A Preferred Stock, par value $0.001 per share, or Series A Preferred Stock, for each outstanding share of our common stock to stockholders of record at 5:00 p.m. Eastern Time on November 28, 2022. The Certificate of Designation of Series A Preferred Stock was filed with the Delaware Secretary of State and became effective on November 18, 2022 and authorized the issuance of 40,000 shares of Series A Preferred Stock. The dividend was based on the number of outstanding shares of common stock as of November 28, 2022 and resulted in 38,610.119 shares of Series A Preferred Stock that were declared as a stock dividend on December 2, 2022. Each share of Series A Preferred Stock entitles the holder thereof to 1,000,000 votes per share. The shares of Series A Preferred Stock vote together with the outstanding shares of common stock as a single class exclusively with respect to (1) any proposal to adopt an amendment to our Amended and Restated Certificate of Incorporation, as amended, to reclassify the outstanding shares of common stock into a smaller number of shares of common stock at a ratio specified in or determined in accordance with the terms of such amendment, or the Reverse Stock Split, and (2) any proposal to adjourn any meeting of stockholders called for the purpose of voting on the Reverse Stock Split. The Series A Preferred Stock was not entitled to vote on any other matter, except to the extent required under the General Corporation Law of the State of Delaware.

All shares of Series A Preferred Stock that are not present in person or by proxy at any meeting of stockholders held to vote on the Reverse Stock Split and the adjournment proposal as of immediately prior to the opening of the polls at such meeting, or the Initial Redemption Time, will automatically be redeemed in whole, but not in part, by the Company at the Initial Redemption Time. All shares that were not redeemed pursuant to the Initial Redemption Time will be redeemed if ordered by the Board of Directors or automatically upon the approval by our stockholders of the Reverse Stock Split at any meeting of the stockholders held for the purpose of voting on such proposal. Each share of Series A Preferred Stock is entitled to receive $0.01 in cash for each 10 whole shares of Series A Preferred Stock immediately prior to the redemption.

Upon issuance of the Series A Preferred Stock, the Company was not solely in control of the redemption of the shares of Series A Preferred Stock since the holders had the option of deciding whether to attend or return a proxy card for the Special Meeting, which determined whether a given holder’s shares of Series A Preferred Stock were redeemed at the Initial Redemption Time. Since the redemption of the Series A Preferred Stock was not solely in the control of the Company, the shares of Series A Preferred Stock were classified within mezzanine equity. The shares of Series A Preferred Stock were recorded at redemption value, which approximates fair value.

On February 7, 2023, we held a Special Meeting of Stockholders, or the Special Meeting, where our stockholders voted on and approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect the Reverse Stock Split and adjourn the Special Meeting, at which point all shares of Series A Preferred Stock were redeemed, and were no longer issued and outstanding as of such date.

At-The-Market Program

On September 17, 2020, we entered into an At-The-Market Offering Agreement with Ladenburg, or the 2020 ATM Program, pursuant to which we were able to offer and sell, from time to time at our sole discretion, up to a maximum of $10.0 million of shares of our common stock through Ladenburg as agent and/or principal through the 2020 ATM Program.

For the nine months ended September 30, 2022, we sold 87,556 shares of our common stock under the 2020 ATM Program resulting in net proceeds of approximately $2.8 million. For the nine months ended September 30, 2023, we did not sell any shares of our common stock under the 2020 ATM Program.

The shares of common stock issued and sold under the 2020 ATM Program were registered under our Registration Statement on Form S-3 (File No. 333-248874), which was declared effective by the SEC on September 29, 2020 and expired on September 29, 2023. The 2020 ATM Program was terminated by us and Ladenburg on November 9, 2023.

On November 9, 2023, we entered into an At-The-Market Offering Agreement with Ladenburg pursuant to which we may offer and sell, from time to time at our sole discretion, shares of our common stock through Ladenburg as agent and/or principal (subject to the limitations of General Instruction I.B.6 of Form S-3) through an at-the-market program (See the section titled, “Note 11 – Subsequent Event”).

- Definition

The entire disclosure for equity.

+ References

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+ Details

Note 4 - Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Intangible Assets and Goodwill [Table Text Block]

	September 30,		December 31,
(in thousands)	2023		2022

Istaroxime drug candidate	$	22,340	$	22,340
Rostafuroxin drug candidate		2,910		2,910
Intangible assets		25,250		25,250

Goodwill	$	-	$	3,058

Note 3 - Going Concern and Management's Plans

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Liquidity Disclosures [Text Block]

Note 3 – Going Concern and Management’s Plans

We are subject to risks common to companies in the biotechnology industry, including but not limited to the need for additional capital, risks of failure of preclinical and clinical studies, the need to obtain marketing approval and reimbursement for any drug product candidate that we may identify and develop, the need to successfully commercialize and gain market acceptance of our product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development of technological innovations by competitors, and risks associated with our international operations in Taiwan and activities abroad, including but not limited to having foreign suppliers, manufacturers, and clinical sites in support of our development activities.

We have incurred net losses since inception. Our net loss was $4.4 million and $15.1 million, respectively, for the three and nine months ended September 30, 2023. Our net loss was $4.1 million and $29.5 million, respectively, for the three and nine months ended September 30, 2022. Included in our net loss for the nine months ended September 30, 2023 is a $3.1 million loss on impairment of goodwill. Included in our net loss for the three and nine months ended September 30, 2022 is a $0.5 million and $12.1 million loss on impairment of goodwill, respectively (See the section titled, “Note 4 – Summary of Significant Accounting Policies”). We expect to continue to incur operating losses for at least the next several years. As of September 30, 2023, we had an accumulated deficit of $839.7 million. Our future success is dependent on our ability to fund and develop our product candidates, and ultimately upon our ability to attain profitable operations. We have devoted substantially all of our financial resources and efforts to research and development expense and general and administrative expense to support such research and development. Net losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders’ equity and working capital, and accordingly, our ability to execute our future operating plans.

On November 9, 2023, we entered into an At-The-Market Offering Agreement with Ladenburg Thalmann & Co. Inc., or Ladenburg, pursuant to which we may offer and sell, from time to time at our sole discretion, shares of our common stock through Ladenburg as agent and/or principal (subject to the limitations of General Instruction I.B.6 of Form S-3) through an at-the-market program, or the ATM Program (See the section titled, “Note 11 – Subsequent Event”).

The shares of common stock we may issue or sell under the ATM Program are registered under our Registration Statement on Form S-3 (File No. 333-261878), which was declared effective by the SEC on January 3, 2022. We are currently subject to the limitations contained in General Instruction I.B.6 of Form S-3. As a result, we are limited to selling no more than one-third of the aggregate market value of the equity held by non-affiliates, or the public float, during any 12-month period, and, as of November 9, 2023, we have approximately $2.05 million that we are permitted to sell under the Form S-3 pursuant to General Instruction I.B.6. If our public float increases, we will have additional availability under such limitations, and if our public float increases to $75 million or more, we will no longer be subject to such limitations. There can be no assurance that our public float will increase or that we will no longer be subject to such limitations.

In April 2023, we received gross proceeds of approximately $12.4 million and net proceeds of approximately $10.8 million related to a public offering of 4,238,906 units, inclusive of 552,900 units related to a fully exercised over-allotment option, at a price per unit of $2.93. Each unit consisted of one share of our common stock and a warrant to purchase one share of common stock, or the Warrant. The Warrants are immediately exercisable for shares of common stock at a price of $2.93 per share and expire five years from the date of issuance.

As of September 30, 2023, we had cash and cash equivalents of $7.4 million and current liabilities of $3.7 million.

We believe that we have sufficient resources available to support our development activities and fund our business operations through the first quarter of 2024. However, we do not have sufficient cash and cash equivalents as of the date of this Quarterly Report on Form 10-Q to support our operations for at least the 12 months following the date that the financial statements are issued. These conditions raise substantial doubt about our ability to continue as a going concern for at least 12 months after the date that the financial statements are issued.

To alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, management plans to secure additional capital, potentially through a combination of public or private securities offerings, convertible debt financings, and/or strategic transactions, including potential licensing arrangements, alliances, and drug product collaborations focused on specified geographic markets; however, none of these alternatives are committed at this time. There can be no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all, or identify and enter into any strategic transactions that will provide the capital that we will require. The failure to obtain sufficient capital on acceptable terms when needed would have a material adverse effect on our business, results of operations, and financial condition. Accordingly, management has concluded that substantial doubt exists with respect to our ability to continue as a going concern for at least 12 months after the issuance of the accompanying financial statements.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Note 11 - Subsequent Event (Details Textual) - ATM Program [Member] - USD ($)	Nov. 09, 2023	Jan. 03, 2022	Sep. 17, 2020
Shares Authorized to Be Offered and Sold Under Offering Agreement, Value	$ 2,050,000.00	$ 2,050,000.00	$ 10,000,000
Subsequent Event [Member] \| Ladenburg [Member]
Commission Fee, Percent Fee	3.00%
Reimbursement, Maximum Disbursement	$ 60,000
Reimbursement, Additional Maximum Quarterly Disbursement	$ 3,000

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 09, 2023
Document Information [Line Items]
Entity Central Index Key	0000946486
Entity Registrant Name	WINDTREE THERAPEUTICS INC /DE/
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-39290
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3171943
Entity Address, Address Line One	2600 Kelly Road, Suite 100
Entity Address, City or Town	Warrington
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18976-3622
City Area Code	215
Local Phone Number	488-9300
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	WINT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		5,148,219

Note 6 - Loans Payable (Details Textual) - USD ($)	1 Months Ended	6 Months Ended
Note 6 - Loans Payable (Details Textual) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Loans Payable With IPFS Corporation [Member]
Debt Instrument, Face Amount	$ 800,000
Debt Instrument, Interest Rate, Stated Percentage	7.24%
Debt Instrument, Periodic Payment	$ 77,000
Loans Payable to Bank			$ 500,000
Loan payable to Bank Direct Capital Finance [Member] \| Loans Payable [Member]
Debt Instrument, Face Amount		$ 1,100,000
Debt Instrument, Interest Rate, Stated Percentage		3.90%
Debt Instrument, Periodic Payment		$ 126,000
Loans Payable to Bank				$ 300,000

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

Goodwill and Intangible Assets, Policy [Policy Text Block]

Intangible Assets and Goodwill

The following table represents identifiable intangible assets and goodwill as of September 30, 2023 and December 31, 2022:

	September 30,		December 31,
(in thousands)	2023		2022

Istaroxime drug candidate	$	22,340	$	22,340
Rostafuroxin drug candidate		2,910		2,910
Intangible assets		25,250		25,250

Goodwill	$	-	$	3,058

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Transactions

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Cash and cash equivalents are held at domestic and foreign financial institutions and consist of liquid investments and money market funds that are readily convertible into cash.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Severance Cost [Policy Text Block]

Severance

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Restructured Debt Liability, Contingent Milestone Payment, Policy [Policy Text Block]

Restructured Debt Liability – Contingent Milestone Payment

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Income Tax, Policy [Policy Text Block]

Income Taxes

Earnings Per Share, Policy [Policy Text Block]

Net Loss per Common Share

We do not have any components of other comprehensive (loss) income.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

Note 2 - Basis of Presentation (Details Textual)	Feb. 24, 2023
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	50

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Research and development	$ 2,110	$ 1,543	$ 5,288	$ 9,883
General and administrative	2,580	2,653	7,292	8,548
Loss on impairment of goodwill	0	454	3,058	12,090
Total operating expenses	4,690	4,650	15,638	30,521
Operating loss	(4,690)	(4,650)	(15,638)	(30,521)
Interest income	112	39	264	57
Interest expense	(13)	(14)	(38)	(40)
Other income, net	166	569	275	988
Total other income, net	265	594	501	1,005
Net loss	$ (4,425)	$ (4,056)	$ (15,137)	$ (29,516)
Net loss per common share
Basic and diluted (in dollars per share)	$ (0.86)	$ (6.51)	$ (4.5)	$ (49.94)
Weighted average number of common shares outstanding
Basic and diluted (in shares)	5,148	623	3,363	591