Windtree Therapeutics (WINT) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 28, 2025, to vote on 10 key proposals impacting capital structure, financing, and governance.

• Proposals include new share issuances, amendments to the certificate of incorporation, and changes to the equity incentive plan.

• Board recommends voting in favor of all proposals to support capital raising and operational flexibility.

Voting matters and shareholder proposals

• Approve issuances of common stock upon conversion of Series D and E Preferred Stock, promissory notes, and exercise of PIPE and Series E warrants.

• Approve issuance of shares under an equity line of credit (ELOC) agreement.

• Amend certificate of incorporation to increase authorized shares from 125M to 1B and to effect a reverse stock split (1-for-2 to 1-for-25 ratio at board discretion).

• Amend 2020 Equity Incentive Plan to increase reserved shares by 2,599,180.

• Approve adjournment of the meeting if necessary to secure sufficient votes or quorum.

Board of directors and corporate governance

• Board unanimously recommends approval of all proposals.

• Series E lead investor gains right to nominate two board members if certain ownership or agreement conditions are met.

• Board retains discretion on timing and ratio of reverse stock split.