Material Event Form 8 K

On October 28, 2024, Windtree Therapeutics, Inc. (the "Company") filed a prospectus supplement relating to the issuance and sale of up to $27,243,504 of shares of the Company's common stock, par value $0.001 per share ("Common Stock") that the Company may issue and sell to Seven Knots, LLC ("Seven Knots") from time to time, in its sole discretion, under the company's existing equity line of credit with Seven Knots pursuant to a purchase agreement by and between the Company and Seven Knots, dated June 26, 2024 (the "Purchase Agreement"). The prospectus supplement also covers the resale of these shares by Seven Knots to the public.

The Company previously filed a registration statement on Form S-1, which was declared effective by the SEC on September 3, 2024 (SEC File No. 333-281755) (the "Form S-1") that covered the resale of up to 10,679,758 shares of Common Stock pursuant to the Purchase Agreement. The 10,679,758 shares of Common Stock represented (i) 10,574,018 shares issuable to Seven Knots, from time to time from and after the Commencement Date (as defined in the Purchase Agreement) upon the terms and subject to the conditions and limitations of the Purchase Agreement, and subject to the Exchange Cap (as defined below) (the "Initial Purchase Shares"); and (ii) 105,740 shares that were issuable upon the conversion of the outstanding unpaid principal balance, together with all accrued and unpaid interest of a commitment note issued to Seven Knots as consideration for its execution and delivery of the Purchase Agreement (the "Note Shares").

Pursuant to certain rules of the Nasdaq Stock Market LLC ("Nasdaq"), the Company was prohibited from issuing to Seven Knots under the Purchase Agreement more than 19.99% of the Common Stock below the "Minimum Price" (as determined in accordance with Nasdaq rules) (the "Exchange Cap"), until the Company obtained stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules (the "Stockholder Approval"). The Company obtained Stockholder Approval at its 2024 annual meeting of stockholders on September 24, 2024.

As of October 25, 2024, the Company issued 5,499,273 shares of Common Stock stock for total gross cash proceeds of $7,756,496 pursuant to the Purchase Agreement. The prospectus supplement registers for sale the shares of Common Stock underlying the remaining $27,243,504 issuable under the Purchase Agreement. Additionally, as a result of its sales of Common Stock pursuant to the Purchase Agreement, the Company redeemed 1,499 Preferred Shares as of October 25, 2024 for an aggregate redemption price of $2.3 million pursuant to the Company's Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock.

As of October 25, 2024, based on 8,746,128 shares outstanding, the Company was no longer subject to General Instruction 1.B.6. of Form S-3, and therefore is not limited to selling one-third of its public float through a registration statement on Form S-3 until, at the earliest, the filing of its next Annual Report on 10-K in 2025.

As of the date of this Current Report on Form 8-K, 8,746,128 shares of Common Stock were outstanding.