Windtree Therapeutics stockholders approve share increases and reverse split

Published 02/09/2025, 22:30
Windtree Therapeutics stockholders approve share increases and reverse split

Windtree Therapeutics, Inc. (OTCID:WINT) announced the results of its Special Meeting of Stockholders held virtually on August 28, 2025. According to a press release statement based on the company’s recent SEC filing, stockholders voted on several proposals related to the issuance of shares and amendments to the company’s charter and equity plans.

Stockholders approved the issuance of Series D Convertible Shares, Note Conversion Shares, PIPE Warrant Shares, and shares upon the conversion of Series E Preferred Stock, all in accordance with Nasdaq Listing Rules 5635(b) and (d). The proposals also included approval for the issuance of Series E Warrant Shares and ELOC Shares pursuant to an equity line of credit. These capital raising efforts come as the company’s stock has experienced a dramatic 99.46% decline year-to-date, according to InvestingPro data, which also reveals 15 additional key financial insights available to subscribers.

Key voting results included:

  • Approval of the issuance of Series D Convertible Shares: 1,205,702 votes for, 169,926 against, 69,021 abstentions, and 9,617,998 broker non-votes.
  • Approval of the issuance of Note Conversion Shares: 1,071,631 for, 285,069 against, 87,949 abstentions, and 9,617,998 broker non-votes.
  • Approval of the issuance of PIPE Warrant Shares: 1,171,855 for, 244,799 against, 27,995 abstentions, and 9,617,998 broker non-votes.
  • Approval of the issuance of shares upon conversion of Series E Preferred Stock: 761,523 for, 545,475 against, 137,651 abstentions, and 9,617,998 broker non-votes.
  • Approval of the issuance of Series E Warrant Shares: 1,102,211 for, 246,647 against, 95,791 abstentions, and 9,617,998 broker non-votes.
  • Approval of the issuance of ELOC Shares: 1,137,163 for, 176,158 against, 131,328 abstentions, and 9,617,998 broker non-votes.

Stockholders also approved an amendment to the Certificate of Incorporation to increase authorized shares of capital stock from 125,000,000 to 1,000,000,000. This proposal received 9,511,299 votes for, 1,164,211 against, and 387,137 abstentions, with no broker non-votes recorded.

An amendment to the 2020 Equity Incentive Plan, adding 2,599,180 shares for issuance, was approved with 1,012,691 votes for, 297,948 against, 134,010 abstentions, and 9,617,998 broker non-votes.

Finally, stockholders approved a reverse stock split of the company’s common stock at a ratio between 1-for-2 and 1-for-25, with the exact ratio and timing to be determined by the board of directors. This proposal received 9,350,680 votes for, 1,673,494 against, and 38,473 abstentions.

These results are based on information from the company’s SEC filing.

In other recent news, Windtree Therapeutics Inc. announced its impending delisting from the Nasdaq Capital Market due to noncompliance with listing rules. The company expects its shares to begin trading on the over-the-counter market shortly. Additionally, Windtree has reported a significant reduction in its preferred stock, with Series C Preferred Stock reduced by 99.3% and Series D by 68.5%. The company has also secured a substantial equity line of credit for up to $500 million as part of its strategy to acquire BNB cryptocurrency. This initiative is further supported by an additional $200 million stock purchase agreement with Build and Build Corp. Windtree has committed up to $700 million for BNB acquisitions, with 99% of proceeds from these agreements earmarked for cryptocurrency purchases. The company has also partnered with Kraken to provide custody and trading services for its BNB Crypto Treasury Strategy. This partnership will be formalized after shareholder approval of the securities purchase agreement.

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