Material Event Form 8 K

As disclosed in the Current Report on Form 8-K filed by Windtree Therapeutics, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on July 22, 2024, the Company previously entered into a Common Stock Purchase Agreement (the "ELOC Purchase Agreement") pursuant to which the Company may sell to the Purchaser named therein shares of the Company's common stock, par value $0.001 per share ("Common Stock") from time to time, subject to certain limitations as described in the ELOC Purchase Agreement.

As disclosed in the Current Reports on Form 8-K filed by the Company with the SEC on July 22, 2024 and July 29, 2024, the Company entered into certain private placement transactions (the "Private Placement") to sell an aggregate of 27,668,106 shares of Common Stock, issuable upon (i) the conversion of shares (the "Preferred Shares") of the Company's Series C convertible preferred stock, par value $0.001 per share, and (ii) the exercise of certain warrants.

The Registration Statement on Form S-3 (File No. 333-281688) filed by the Company with the SEC on August 21, 2024 and relating to the Private Placement, and the Registration Statement on Form S-1 (File No. 333-281755) filed by the Company with the SEC on August 23, 2024 and relating to the ELOC Purchase Agreement, each became effective on September 3, 2024. From September 14, 2024 through October 4, 2024, the Company (i) sold an aggregate of 790,500 shares of Common Stock for aggregate gross proceeds of approximately $1.7 million pursuant to the ELOC Purchase Agreement, and (ii) converted 2,368 Preferred Shares into 1,278,452 shares of Common Stock pursuant to the Private Placement transaction documents. Accordingly, the shares of Common Stock outstanding increased from 1,610,734 shares as of September 13, 2024 to 3,679,686 shares as of October 4, 2024. Additionally, as a result of its sales of Common Stock pursuant to the ELOC Purchase Agreement, the Company redeemed 611 Preferred Shares as of October 4, 2024 for an aggregate redemption price of $0.8 million pursuant to the Company's Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock.