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 FOR all proposals to support capital raising, compliance, and operational flexibility.

Voting matters and shareholder proposals

• Approve issuances of common stock upon conversion/exercise of Series D/E Preferred Stock, promissory notes, PIPE and Series E warrants, and ELOC shares, all in accordance with Nasdaq rules.

• Approve amendment to increase authorized capital stock from 125M to 1B shares.

• Approve amendment to 2020 Equity Incentive Plan to add 2,599,180 shares for equity awards.

• Approve reverse stock split at a ratio between 1-for-2 and 1-for-25, at Board discretion.

• Approve adjournment of the meeting if insufficient votes or quorum.

Board of directors and corporate governance

• Lead investor in Series E financing gains right to nominate two directors, contingent on holding at least 5% of common stock or related agreements remaining in effect.

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