Windtree Therapeutics Announces Pricing of $30.0 Million Public Offering

WARRINGTON, Pa., March 23, 2021 /PRNewswire/ -- Windtree Therapeutics, Inc. (NasdaqCM: WINT) ("Windtree" or the "Company"), a biotechnology and medical device company focused on advancing multiple late-stage interventions for acute cardiovascular and pulmonary disorders, today announced the pricing of its previously announced public offering of 9,230,500 shares of our common stock, par value $0.001 per share, together with warrants to purchase up to 9,230,500 shares of our common stock. Each share of our common stock is being sold at a public offering price of $3.25 per share of common stock, together with a warrant to purchase one share of common stock. Each warrant will have an exercise price of $3.60 per share, will be exercisable immediately and will expire on the fifth anniversary of the date of issuance. The shares of our common stock and the warrants are immediately separable and will be issued separately, but will be purchased together in this offering.

Windtree expects to receive gross proceeds of approximately $30.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses.  All of the shares of common stock and warrants in the offering will be sold by Windtree. The offering is expected to close on March 25, 2021, subject to customary closing conditions.

Windtree intends to use the net proceeds from the proposed offering, together with other available funds, for the continued advancement of its lead product candidate istaroxime, a first-in-class, dual-acting agent being developed to improve cardiac function in patients with acute heart failure as well as in early cardiogenic shock, including for start-up activities for a second phase 2b clinical trial in acute heart failure, and for the development of its other pipeline product candidates and for working capital and general corporate purposes.

Oppenheimer & Co. Inc. and Ladenburg Thalmann & Co. Inc. are acting as joint book-running managers for the offering. National Securities Corporation is acting as the lead manager for the offering.

The offering is being conducted pursuant to Windtree's shelf registration statement on Form S-3 (File No. 333-248874) previously filed with the Securities and Exchange Commission ("SEC") on September 17, 2020, and declared effective by the SEC on September 29, 2020. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. Electronic copies of the final prospectus supplement and accompanying prospectus relating to this offering, when available, may be obtained from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY, 10004, by telephone at (212) 667-8055, or by email at [email protected]; or from Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Windtree Therapeutics

Windtree Therapeutics, Inc. is advancing multiple late-stage interventions for acute cardiovascular and pulmonary disorders to treat patients in moments of crisis. Using new clinical approaches, Windtree is developing a multi-asset franchise anchored around compounds with an ability to activate SERCA2a, with lead candidate istaroxime being developed as a first-in-class treatment for acute heart failure and early cardiogenic shock in heart failure. Windtree has also focused on developing AEROSURF® as a non-invasive surfactant treatment for premature infants with respiratory distress syndrome, and is facilitating transfer of clinical development of AEROSURF® to its licensee in Asia, Lee's HK, while Windtree evaluates other uses for its synthetic KL4 surfactant for the treatment of acute pulmonary conditions including lung injury due to viral, chemical and radiation induced insults. Also in its portfolio is rostafuroxin, a novel precision drug product targeting hypertensive patients with certain genetic profiles.

For more information, please visit the Company's website at www.windtreetx.com.

Forward-Looking Statements

This press release contains 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: risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering and the Company's expectations regarding the completion, timing and size of its public offering and the use of proceeds therefrom. These and other risks are described in the Company's periodic reports, including the 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.

SOURCE Windtree Therapeutics, Inc.