Windtree Therapeutics, Inc. Announces Reverse Stock Split

Rhea-AI Summary

Windtree Therapeutics (WINT) has announced a 1-for-50 reverse stock split of its common stock, effective February 20, 2025, at 5:00 p.m. Eastern Time. The company's stock will begin trading on a split-adjusted basis on February 21, 2025, maintaining its 'WINT' ticker symbol on the Nasdaq Capital Market.

The reverse split aims to increase the stock price to meet Nasdaq's $1.00 minimum bid price requirement for continued listing. Following the split, outstanding shares will be reduced to approximately 700,000. Proportional adjustments will be made to equity awards, convertible securities, and warrants. No fractional shares will be issued, with affected stockholders receiving proportional cash payments.

The split was approved by stockholders on February 3, 2025. Stockholders holding shares in book-entry form or through brokers will have their positions automatically adjusted.

Positive

• Potential compliance with Nasdaq's $1.00 minimum bid requirement, avoiding potential delisting

Negative

• Implementation of 1-for-50 reverse stock split indicates significant share price decline
• Reverse split reduces number of outstanding shares to approximately 700,000, potentially affecting liquidity

Insights

Financial Markets Analyst

This 1-for-50 reverse stock split represents a critical defensive move by Windtree Therapeutics to maintain its Nasdaq listing, though investors should understand its broader implications. The mechanical effect will reduce the outstanding share count from approximately 35 million to 700,000 shares while proportionally increasing the share price. However, this action does not change the company's $1.5 million market capitalization.

Reverse splits in the biotech sector often signal financial distress and typically face significant market skepticism. Historical data shows that companies implementing reverse splits frequently experience continued share price decline post-split, with some studies indicating negative returns in over 70% of cases within the first year. This is particularly concerning given Windtree's already small market capitalization.

The extreme ratio of 1-for-50 is noteworthy and potentially problematic. Such aggressive ratios often indicate severe underlying financial challenges and can lead to reduced trading liquidity, wider bid-ask spreads, and increased volatility. While the split will temporarily boost the share price above Nasdaq's minimum bid requirement, it doesn't address the fundamental business challenges that led to the low share price.

From a technical perspective, the split will affect option strikes and warrant exercise prices, which could impact trading dynamics and hedging strategies. Institutional investors often view reverse splits negatively, as they can signal a lack of organic growth potential and may lead to reduced institutional ownership.

For retail investors, this corporate action requires careful consideration of position sizes and risk management. The reduced float could lead to increased volatility, and historical patterns suggest heightened risk of further price deterioration post-split. The company's ability to execute its business strategy and maintain the post-split price level will be important for long-term viability.

WARRINGTON, Pa., Feb. 18, 2025 (GLOBE NEWSWIRE) -- Windtree Therapeutics, Inc. (NasdaqCM: WINT) (“Windtree” or the “Company”), a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases, announces that its board of directors has approved a 1-for-50 reverse stock split of the Company’s common stock. The Company’s stockholders approved the reverse stock split proposal at the Company’s Special Meeting of Stockholders held on February 3, 2025. The stockholders granted the board of directors the authority to determine the exact split ratio and when to proceed with the reverse stock split.

The reverse stock split will become effective on February 20, 2025 at 5:00 p.m., Eastern Time (the “Effective Time”), and the Company’s common stock is expected to begin trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market (“Nasdaq”) on February 21, 2025 at market open under the existing ticker symbol, “WINT.” The reverse stock split is intended to increase the price per share of the Company’s common stock to allow the Company to demonstrate compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq, among other benefits.

As of the Effective Time, every fifty shares of the Company’s issued and outstanding common stock will be combined into one share of common stock. The par value per share of the Company’s common stock will remain unchanged at $0.001. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants, as well as the applicable exercise price, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans.

The Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “WINT” following the reverse stock split, with a new CUSIP number of 97382D 600. After the effectiveness of the reverse stock split, the number of outstanding shares of common stock will be reduced to approximately 700,000. No fractional shares will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to a fractional share will receive a proportional cash payment.

The Company’s transfer agent, Continental Stock Transfer and Trust Company, will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-reverse stock split shares of common stock electronically in book-entry form are not required to take any action to receive post-reverse stock split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker’s particular processes, and will not be required to take any action in connection with the reverse stock split.

Additional information about the reverse stock split can be found in the Current Report on Form 8-K filed today and in the Company’s definitive proxy statement (Form DEF 14A) filed with the United States Securities and Exchange Commission on January 8, 2025.

About Windtree Therapeutics, Inc.

Windtree Therapeutics, Inc. is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. Windtree’s portfolio of product candidates includes istaroxime, a Phase 2 candidate with SERCA2a activating properties for acute heart failure and associated cardiogenic shock, preclinical SERCA2a activators for heart failure and preclinical precision aPKCi inhibitor that are being developed for potential in rare and broad oncology applications. Windtree also has a licensing business model with partnership out-licenses currently in place.

Cautionary Statement Regarding Forward-Looking Statements

Statements constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The Company may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are based on information available to the Company as of the date of this press release and are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from the Company’s current expectations. Examples of such risks and uncertainties include, among other things: the Company’s ability to acquire revenue generating subsidiaries; the market’s reaction to potential acquisitions by the Company; the Company’s ability to secure significant additional capital as and when needed; the Company’s ability to achieve the intended benefits of the aPKCi asset acquisition with Varian Biopharmaceuticals, Inc.; the Company’s risks and uncertainties associated with the success and advancement of the clinical development programs for istaroxime and the Company’s other product candidates, including preclinical oncology candidates; the Company’s ability to access the debt or equity markets; the Company’s ability to secure and successfully complete an out-licensing or asset acquisition transaction; the Company’s ability to manage costs and execute on its operational and budget plans; the results, cost and timing of the Company’s clinical development programs, including any delays to such clinical trials relating to enrollment or site initiation; risks related to technology transfers to contract manufacturers and manufacturing development activities; delays encountered by the Company, contract manufacturers or suppliers in manufacturing drug products, drug substances, and other materials on a timely basis and in sufficient amounts; risks relating to rigorous regulatory requirements, including that: (i) the U.S. Food and Drug Administration or other regulatory authorities may not agree with the Company on matters raised during regulatory reviews, may require significant additional activities, or may not accept or may withhold or delay consideration of applications, or may not approve or may limit approval of the Company’s product candidates, and (ii) changes in the national or international political and regulatory environment may make it more difficult to gain regulatory approvals and risks related to the Company’s efforts to maintain and protect the patents and licenses related to its product candidates; risks that the Company may never realize the value of its intangible assets and have to incur future impairment charges; risks related to the size and growth potential of the markets for the Company’s product candidates, and the Company’s ability to service those markets; the Company’s ability to develop sales and marketing capabilities, whether alone or with potential future collaborators; the rate and degree of market acceptance of the Company’s product candidates, if approved; the economic and social consequences of the COVID-19 pandemic and the impacts of political unrest, including as a result of geopolitical tension, including the conflict between Russia and Ukraine, the People’s Republic of China and the Republic of China (Taiwan), and the evolving events in the Middle East, and any sanctions, export controls or other restrictive actions that may be imposed by the United States and/or other countries which could have an adverse impact on the Company’s operations, including through disruption in supply chain or access to potential international clinical trial sites, and through disruption, instability and volatility in the global markets, which could have an adverse impact on the Company’s ability to access the capital markets. These and other risks are described in the Company’s periodic reports, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. Any forward-looking statements that the Company makes in this press release speak only as of the date of this press release. The Company assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

Investors
Windtree:
Eric Curtis
ecurtis@windtreetx.com

FAQ

When will WINT's 1-for-50 reverse stock split take effect?

The reverse stock split will take effect on February 20, 2025, at 5:00 p.m. Eastern Time, with split-adjusted trading beginning on February 21, 2025.

How many WINT shares will stockholders have after the reverse split?

Stockholders will receive 1 share for every 50 shares they currently hold, with fractional shares being paid in cash.

What happens to WINT's stock price after the reverse split?

The stock price will be mathematically adjusted higher by a factor of 50, though the total market value remains unchanged.

Why is WINT implementing a reverse stock split?

The reverse split aims to increase the share price to meet Nasdaq's $1.00 minimum bid requirement for continued listing.

How many shares will WINT have outstanding after the reverse split?

After the reverse split, WINT will have approximately 700,000 shares outstanding.