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): August 1928, 2025

Windtree Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39290	94-3171943
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2600 Kelly Road, Suite 100, Warrington, Pennsylvania	18976
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 488-9300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		WINT		The ~~Nasdaq~~OTCID ~~Capital~~ Market

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On August 1928, 2025, Windtree Therapeutics, Inc. (the “Company”) ~~was~~ ~~notified~~held bya ~~The~~Special ~~Nasdaq~~Meeting ~~Stock~~of ~~Market~~Stockholders ~~LLC~~ (the “~~Nasdaq~~Special Meeting”) ~~that~~virtually. asAs ~~a result~~ of ~~the~~July ~~Company’s~~23, ~~previously~~2025, ~~disclosed~~the ~~noncompliance~~record ~~with~~date ~~Nasdaq~~for ~~Listing~~the ~~Rule~~Special ~~5550(a)(2)~~Meeting, ~~Nasdaq~~there ~~has~~were ~~determined~~28,658,826 tooutstanding ~~delist~~shares of the Company’s common stock. ~~from~~The following is a brief description of the ~~Nasdaq~~final ~~Capital~~voting ~~Market~~results ~~and,~~for ~~accordingly~~each of the proposals submitted to a vote of the stockholders at the Special Meeting, ~~will~~which ~~suspend~~are ~~trading~~described in the Company’s ~~common~~Definitive ~~stock~~Proxy ~~effective~~Statement aton Schedule 14A for the ~~open~~Special ofMeeting, ~~trading~~filed with the U.S. Securities and Exchange Commission on August 218, 2025.

~~The~~(a) ~~Company~~Proposal ~~expects~~1 ~~that~~- ~~its~~Approval ~~common~~of ~~stock~~the ~~will~~issuance ~~begin~~of ~~trading publicly on~~ the ~~over-the-counter~~Series ~~market~~D onConvertible ~~August 21~~Shares, ~~2025,~~in ~~under~~accordance ~~its~~with ~~existing~~Nasdaq ~~symbol~~Listing ~~“WINT.”~~Rules ~~The~~5635 ~~Company~~(b) ~~has~~and ~~applied~~(d), toupon ~~be traded on~~ the ~~OTCID~~conversion ~~tier~~ of ~~the~~our ~~OTC~~Series ~~Market.~~D ~~However,~~Preferred ~~there can be no assurance that the Company will be approved for trading on the OTCID~~Stock.

The ~~transition~~votes with respect to the ~~quotation~~approval of the ~~Company’s~~issuance ~~common~~of ~~stock on~~ the ~~OTC~~Series ~~Markets~~D ~~will~~Convertible ~~have~~Shares, noin ~~effect~~accordance onwith ~~the~~Nasdaq ~~Company’s~~Listing ~~business~~Rules or5635 ~~operations.~~(b) ~~The Company will continue to file periodic~~ and ~~other~~(d), ~~required~~upon ~~reports with~~ the ~~Securities~~conversion ~~and~~of ~~Exchange~~our ~~Commission~~Series ~~(the~~D ~~“SEC”)~~Preferred ~~under applicable federal securities laws~~Stock, ~~which~~were ~~will~~as ~~be available on the SEC’s website, www.SEC.gov.~~follows:

Cautionary Statement Regarding Forward-Looking Statements

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,205,702			169,926			69,021			9,617,998

~~This~~(b) ~~Current~~Proposal ~~Report~~2 ~~on Form 8~~-K ~~includes~~Approval ~~forward-looking statements within the meaning~~ of ~~Section 27A of~~ the ~~Securities~~ ~~Act~~issuance of ~~1933, as amended, and Section 21E of~~ the ~~Securities~~ ~~Exchange~~Note ~~Act~~Conversion ~~of 1934~~Shares, ~~as amended. All statements contained~~ in ~~this~~accordance Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, the Company’s expectation that it will commence trading its common stock on the OTCID tier. In some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the important factors outlined under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with ~~the~~Nasdaq ~~Securities~~Listing ~~and~~Rules ~~Exchange~~5635 ~~Commission~~ (~~“SEC”~~b) ~~on March 31, 2025~~ and ~~the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 19~~(d), ~~2025,~~upon ~~as such factors may be updated from time to time in its other filings with~~ the ~~SEC,~~conversion ~~which are available on the SEC’s website at www.sec.gov and the Investor Relations page~~ of ~~its website at https://ir.windtreetx.com/filings/sec-filings. Although~~ the ~~Company~~Promissory ~~believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results~~Notes. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.

The votes with respect to the approval of the issuance of the Note Conversion Shares, in accordance with Nasdaq Listing Rules 5635 (b) and (d), upon the conversion of the Promissory Notes, were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,071,631			285,069			87,949			9,617,998

(c)

Proposal 3 - Approval of the issuance of the PIPE Warrant Shares, in accordance with Nasdaq Listing Rules 5635(b) and (d), upon the exercise of our PIPE Warrants.

The votes with respect to the approval of the issuance of the PIPE Warrant Shares, in accordance with Nasdaq Listing Rules 5635(b) and (d), upon the exercise of our PIPE Warrants, were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,171,855			244,799			27,995			9,617,998

(d)

Proposal 4 - Approval of the issuance of shares of common stock, in accordance with Nasdaq Listing Rules 5635(b) and (d), upon the conversion of our Series E Preferred Stock.

The votes with respect to the approval of the issuance of shares of common stock, in accordance with Nasdaq Listing Rules 5635(b) and (d), upon the conversion of our Series E Preferred Stock, were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
761,523			545,475			137,651			9,617,998

(e)

Proposal 5 - Approval of the issuance of the Series E Warrant Shares, in accordance with Nasdaq Listing Rules 5635(b) and (d), upon the exercise of the Series E Warrants.

The votes with respect to the approval of the issuance of the Series E Warrant Shares, in accordance with Nasdaq Listing Rules 5635(b) and (d), upon the exercise of the Series E Warrants, were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,102,211			246,647			95,791			9,617,998

(f)

Proposal 6 - Approval of the issuance of the ELOC Shares, in accordance with Nasdaq Listing Rules 5635(b) and (d). pursuant to the ELOC Purchase Agreement, establishing an equity line of credit.

The votes with respect to the approval of the issuance of the ELOC Shares, in accordance with Nasdaq Listing Rules 5635(b) and (d). pursuant to the ELOC Purchase Agreement, establishing an equity line of credit, were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,137,163			176,158			131,328			9,617,998

(g)

Proposal 7 - Approval of an amendment of the Certificate of Incorporation to increase the number of authorized shares of capital stock from 125,000,000 shares to 1,000,000,000 shares.

The votes with respect to the approval of an amendment of the Certificate of Incorporation to increase the number of authorized shares of capital stock from 125,000,000 shares to 1,000,000,000 shares, were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
9,511,299			1,164,211			387,137			0

(h)

Proposal 8 - Approval of an amendment of the 2020 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,599,180 shares.

The votes with respect to the approval of an amendment of the 2020 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,599,180 shares, were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
1,012,691			297,948			134,010			9,617,998

(i)

Proposal 9 - Approval of an amendment of the Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of no less than 1-for-2 and not greater than 1-for-25, with the exact ratio within such range and the timing of such reverse stock split to be determined at the sole discretion of our board of directors.

The votes with respect to the approval of an amendment of the Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of no less than 1-for-2 and not greater than 1-for-25, with the exact ratio within such range and the timing of such reverse stock split to be determined at the sole discretion of our board of directors, were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
9,350,680			1,673,494			38,473			0

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.

	Windtree Therapeutics, Inc.

	By:	/s/ Jed Latkin
	Name:	Jed Latkin
	Title:	President and Chief Executive Officer

Date: ~~August~~September 202, 2025

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