Windtree Therapeutics to Raise $1.0 Million From the Exercise of Previously Issued Warrants

Windtree Therapeutics

WARRINGTON, PA — Windtree Therapeutics, Inc. (NASDAQ: WINT) recently announced it has entered into warrant inducement offer letters (the “Inducement Offer Letters”) to raise approximately $1.0 million in gross proceeds from the exercise of warrants to purchase 4,808,595 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), in the aggregate.

Pursuant to the Inducement Offer Letters, the Company agreed to reduce the exercise price of certain of its previously issued warrants to $0.20 per share of Common Stock underlying such warrants. The warrants so amended include (i) warrants issued in December 2019 to purchase 78,643 shares of Common Stock (prior exercise price: $12.09 per share), (ii) warrants issued in May 2020 to purchase 279,889 shares of Common Stock (prior exercise price: $7.975 per share); and (iii) warrants issued in March 2021 to purchase 4,450,063 shares of Common Stock (prior exercise price: $3.60 per share) (collectively, the “Warrants”).

Concurrently with the reduction in exercise prices of the Warrants, the investors party to the Inducement Offer Letters agreed to exercise their Warrants at the reduced exercise price (collectively, the “Warrant Exercise”). In addition, the Company agreed to issue to such investors new warrants to purchase 9,617,190 shares of Common Stock in the aggregate at an exercise price of $0.2152 per share (the “New Warrants”). The New Warrants will be exercisable six months from the date of issuance and will expire five years from their initial exercise date.

The exercise of the Warrants is expected to result in gross proceeds to the Company of approximately $1.0 million, before deducting fees and expenses.

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Ladenburg Thalmann & Co. Inc. acted as the exclusive warrant inducement agent.

The New Warrants are being offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and, along with the shares of common stock issuable upon their exercise, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of shares of Common Stock issuable upon exercise of the New Warrants within ninety calendar days after the date of the Inducement Offer Letters.

The Company declared that its announcement shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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