Windtree Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$WINT
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2025
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01. Entry into a Material Definitive Agreement
As disclosed in a press release dated December 23, 2025, on December 16th, 2025 Windtree Therapeutics, Inc. (“Windtree” or “the Company”) signed an agreement for the sale of its cardiovascular drug candidates to Seismic Pharmaceutical Operations, LLC. (“SPO”), a Delaware limited liability company.
Pursuant to the agreement, Windtree is entitled to 20% of any future proceeds received by SPO. This would include global commercial net revenue in acute heart failure (AHF) if approved by regulatory authorities. If SPO conducts a financing of at least $10MM to fund development of the assets, Windtree would receive a payment of $700k from the proceeds. Additionally, as part of the agreement, Windtree will transfer certain cardiovascular drug candidate development payables to SPO.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibits are being filed herewith:
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Exhibit
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Document
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| 99.1 | Asset Purchase Agreement Dated December 16, 2025 | |
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99.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Windtree Therapeutics, Inc.
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By:
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/s/ Jed Latkin
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Name:
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Jed Latkin
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Title:
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President and Chief Executive Officer
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Date: July 21, 2026