Windtree Therapeutics Inc. (NASDAQ:WINT), a biotech firm specializing in biological products, announced on Monday it has entered into a securities purchase agreement for a private placement expected to yield approximately $1 million in gross proceeds. The Pennsylvania-based company disclosed the agreement in a recent SEC Form 8-K filing.
According to the filing, the private placement involves the issuance of 1,250 shares of Series C Convertible Preferred Stock and warrants to purchase up to 267,380 additional shares of common stock. The transaction is scheduled to close today, subject to customary closing conditions.
The proceeds from this private placement are earmarked for working capital and general corporate purposes. Windtree has committed to seeking shareholder approval for the issuance of common stock upon conversion of the preferred shares and exercise of the warrants, in line with Nasdaq Stock Market regulations.
During a restricted period starting July 26, 2024, and ending 90 trading days after a specified applicable date, Windtree and its subsidiaries are limited in their ability to issue or announce any equity or equity-related securities, with certain exceptions. This restriction is aimed at preventing dilution of the shares during this period.
The Series C Preferred Stock comes with rights and preferences, including conversion terms, as detailed in a prior 8-K report dated July 22, 2024. The warrants, with an exercise price of $4.11 per share, become exercisable six months after issuance and expire five years from the initial exercisability date. They also include provisions for cashless exercise and limitations on beneficial ownership.
Furthermore, Windtree plans to enter into a Registration Rights Agreement with the buyer, obligating the company to file a registration statement with the SEC for the resale of the shares underlying the preferred stock and warrants.
The company is required to file this registration statement within 30 calendar days following the closing date of the private placement and to have it declared effective within 60 days, subject to certain conditions.
This private placement is exempt from registration under the Securities Act of 1933, as it is considered a transaction not involving a public offering. The buyer has acquired the securities for investment purposes and not with a view to distribution, and the securities have been issued with the appropriate legends.
The information provided is based on the company's SEC filing and does not constitute an offer to sell or a solicitation of an offer to buy any securities.
In other recent news, Windtree Therapeutics has made significant strides in its financial and corporate developments. The biotechnology company recently announced a $12.9 million private placement, issuing preferred shares and warrants. The proceeds from this placement will fund working capital and general corporate purposes.
Windtree Therapeutics has also secured an agreement to sell up to $35 million in common stock to an equity line investor and issued a convertible promissory note for $350,000, maturing in 2025, with a 10% interest rate.
In parallel, the company implemented a 1-for-18 reverse stock split, reducing the number of outstanding common shares from approximately 9.2 million to about 0.5 million. This action is intended to increase the market price per share of its common stock.
H.C. Wainwright, an analyst firm, has adjusted its price target on Windtree Therapeutics to $7.00, maintaining a Neutral rating on the stock. The firm is awaiting results from ongoing follow-on studies of its drug candidate istaroxime, which could potentially influence the drug's future advancement into Phase 3 testing.
These recent developments highlight Windtree Therapeutics' ongoing efforts to secure additional capital and advance its clinical development programs.
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