Item 1.01 Entry into a Material Definitive Agreement

On January 20, 2023, Windtree Therapeutics, Inc. (the "Company") entered into warrant exercise inducement offer letters (the "Inducement Letters") with certain holders (the "Exercising Holders") of certain of the Company's: (i) warrants issued in December 2019 to purchase 78,643 shares of common stock, par value $0.001 per share ("Common Stock"), with an exercise price of $12.09 per share (the "December 2019 Warrants"); (ii) warrants issued in May 2020 to purchase 279,889 shares of Common Stock with an exercise price of $7.975 per share (the "May 2020 Warrants"), and (iii) warrants issued in March 2021 to purchase 4,450,063 shares of Common Stock with an exercise price of $3.60 per share (the "March 2021 Warrants," and together with the May 2020 Warrants, and the December 2019 Warrants, the "Existing Warrants").

Pursuant to the terms of the Inducement Letters, the Company agreed to amend the Existing Warrants by lowering the exercise price of the Existing Warrants to $0.20 per share. Additionally, the Exercising Holders agreed to exercise for cash all of their Existing Warrants to purchase an aggregate of 4,808,595 shares of Common Stock in exchange for the Company's agreement to issue to such Exercising Holders new warrants (the "New Warrants") to purchase up to an aggregate of 9,617,190 shares of Common Stock. The Company expects to receive aggregate gross proceeds of approximately $1.0 million from the exercise of the Existing Warrants by the Exercising Holders.

Each New Warrant is exercisable into shares of Common Stock at a price per share of $0.2152, will initially be exercisable six months following its date of issuance (the "Initial Exercise Date"), and will expire on the fifth anniversary of the Initial Exercise Date. Subject to limited exceptions, a holder of New Warrants will not have the right to exercise any portion of its New Warrants if the holder (together with such holder's affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) would beneficially own a number of shares of Common Stock in excess of 4.99% (or, upon election by a holder prior to the issuance of any Warrants, 9.99%) of the shares of Common Stock then outstanding. At the holder's option, upon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days' prior notice to the Company.

The Company has engaged Ladenburg Thalmann & Co. Inc. ("Ladenburg") as its exclusive placement agent in connection with these transactions and will pay Ladenburg a fee equal to 8% of its gross proceeds from the exercise of the Existing Warrants. The Company has also agreed to pay Ladenburg a management fee equal to 1% of the gross proceeds from the exercise of the Existing Warrants.

The May 2020 Warrants and March 2021 Warrants were registered pursuant to registration statements on Form S-1 (File No. 333-236085) and Form S-3 (File No. 333-248874), respectively, and were issued pursuant to Underwriting Agreements dated May 20, 2020 and March 23, 2021, respectively. The shares issuable upon exercise of the December 2019 Warrants were registered pursuant to a registration statement on Form S-1 (File No. 333-235977). Prospectus supplements relating to the reduction of the exercise price for each of the outstanding March 2021 Warrants and May 2020 Warrants have been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The Company has also agreed to file a registration statement covering the resale of the shares of Common Stock underlying the New Warrants no later than 90 calendar days following the date of the Inducement Letters.

The foregoing descriptions of the New Warrants and Inducement Letters do not purport to be complete and are qualified in their entirety by reference to the full text of the New Warrants and Inducement Letters, forms of which are filed herewith as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

Exhibit No.   Description

4.1             Form of New Warrant

10.1            Form of Inducement Letter

104           Cover Page Interactive Data File
              (embedded within the Inline XBRL
              document).

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