aibioWindtree agrees to $60 million preferred stock sale to fund BNB treasury
Tickers WINT
Windtree agreed on July 16, 2025 to sell about 60,000 shares of Series E preferred stock with warrants, and to use the money to buy BNB. The deal cannot close until shareholders approve it, and it lapses if approval is not obtained within 120 days.
Key facts
- Company
- Windtree Therapeutics, Inc. (OTC: WINT)
- News type
- Financings
- Primary source
- Windtree Therapeutics, Inc. 8-K (2025-07-17)
Windtree Therapeutics, Inc., a Delaware company that lists its common stock on the Nasdaq Capital Market as WINT, reported in a Form 8-K dated July 16, 2025 and filed on July 17 that it had signed a securities purchase agreement on July 16 for a private placement. The offering covers Series E Convertible Preferred Stock and warrants, with an aggregate price of approximately $60,000,000. Purchasers may pay in cash, in BNB, the native token of the BNB chain, or in shares of Osprey BNB Chain Trust. The 8-K is signed by Jed Latkin, the company's president and chief executive officer.
The securities
Windtree agreed to sell about 60,000 shares of Series E preferred at a stated value of $1,000 each. Each preferred share converts into common stock at $0.30, or about 3,333 common shares at the start. The warrants cover up to 66,000,000 common shares at $0.75 each. Holders may exercise them only after stockholder approval, and they terminate on the second anniversary of that date. Each holder is capped at 4.99% of the outstanding common stock after an exercise, or 9.99% if it elects the higher limit.
The preferred cannot be redeemed by the company or the holders. If Windtree liquidates, holders are paid the stated value before any distribution on common or other preferred stock.
Stockholder approval and the 120-day limit
Closing depends on stockholder approval under Nasdaq Listing Rule 5635(b) and (d). Windtree agreed to use reasonable best efforts to obtain it within 60 days of July 16. If that fails, the company must hold a special meeting within 120 days. If approval is still missing after 120 days, the purchase agreement becomes null and void. Before closing, the purchasers may raise their purchase to up to 200,000 preferred shares, or up to $200 million.
The BNB treasury plan
The company intends to use the proceeds to acquire BNB as a treasury strategy, keeping up to $2 million for working capital and general corporate purposes. The 8-K says the plan would expand operations "through the integration of cryptocurrency and digital asset strategies." The filing does not say how Windtree would hold, value or sell BNB.
Two agreements tied to the lead investor are expected before closing. A strategic advisor agreement would be with Cypress Management LLC, a Puerto Rico limited liability company that the 8-K calls an affiliate of the lead investor, to advise on digital assets and select third-party vendors. A separate asset management agreement would have an affiliate of the lead investor manage the offering proceeds at its discretion. The 8-K describes both as expected, not signed.
Board seats and a share freeze
The lead investor, Build and Build Corp., would be able to nominate two directors after closing, one of them chairman, while it holds at least 5.0% of the common stock bought in the offering or while the two agreements remain in effect.
Windtree also agreed not to issue or announce common stock or equivalents, or file a registration statement, from July 16 until the 30th trading day after the later of stockholder approval and a date tied to the resale registration or Rule 144 eligibility. It must file a resale registration statement within 20 days after closing.
What the filing leaves out
The 8-K names no placement agent, underwriter, financial advisor or counsel. It gives no current cash balance and no BNB price at signing. Its forward-looking risk list covers product development, manufacturing, closing conditions and stockholder approval, but not the price risk of holding a digital asset.
The company's 2024 annual report, filed April 15, 2025, shows research and development expense of $16.3 million for 2024, up from $8.3 million in 2023. Cash used in operations was $15.4 million in 2024, against $13.4 million a year earlier. The net loss was $1.8 million for 2024, against $20.3 million for 2023, and cash and cash equivalents were $1.8 million at the end of 2024, against $4.3 million a year earlier. Against that spending and a $1.8 million year-end cash balance, a $60,000,000 raise to buy one digital asset is a large bet, and the approval vote and the two agreements have not yet been signed or held.