Note 17 - Subsequent Events	3 Months Ended
Mar. 31, 2025
Notes to Financial Statements
Subsequent Events [Text Block]	Note 17 – Subsequent Events Private Placement of Series D Preferred Stock On April 29, 2025, we entered into a Securities Purchase Agreement, or the SPA, with the buyers named therein, or the Initial Buyers, pursuant to which we agreed to the private placement of 3,125 shares of our Series D Convertible Preferred Stock, par value $0.001 per share, or the Series D Preferred Stock for aggregate gross proceeds of approximately $2.5 million. On May 12, 2025, certain additional buyers, or the Additional Buyers, each executed a joinder to the SPA, pursuant to which the Additional Buyers agreed to purchase, and the Company agreed to sell, an aggregate of 188 additional shares, or the Additional Shares, of Series D Preferred Stock in a private placement for aggregate gross proceeds of approximately $150,000. The Additional Buyers are purchasing the Additional Shares on the same terms as the Initial Buyers provided in the SPA. We agreed to seek stockholder approval for the issuance of all of the shares of our common stock issuable upon conversion of the Series D Preferred Stock in connection with the above private placements in accordance with the rules and regulations of The Nasdaq Stock Market. Series D Preferred Stock The terms of the Series D Preferred Stock are as set forth in the Certificate of Designation of Series D Convertible Preferred Stock, or the Series D Certificate of Designation, as filed with the Delaware Secretary of State and effective on April 30, 2025. The Series D Certificate of Designation authorizes a total of 5,000 shares of Series D Preferred Stock with an initial conversion price of $1.368, or the Series D Preferred Conversion Price, which is subject to adjustment as provided in the Series D Certificate of Designation to no lower than $0.274. The Series D Preferred Stock has a stated value of $1,000 per share. Each share of Series D Preferred Stock is initially convertible into 731 shares of our common stock, subject to adjustment as provided in the Series D Certificate of Designation. No fractional shares will be issued upon conversion; rather any fractional share will be rounded up to the nearest whole share. From and after April 29, 2025, each holder of a share of Series D Preferred Stock is entitled to receive dividends, which are computed on the basis of a 360-day year and twelve 30-day months and will increase the stated value of the Series D Preferred Stock on each dividend date (as defined in the Series D Certificate of Designation). Dividends on the Series D Preferred Stock will accrue at 10.0% per annum and be payable by way of inclusion of the dividends in the Conversion Amount (as defined in the Series D Certificate of Designation) on each Conversion Date (as defined in the Series D Certificate of Designation) in accordance with the Series D Certificate of Designation or upon any redemption in accordance with the Series D Certificate of Designation or upon any required payment upon any Bankruptcy Triggering Event (as defined in the Series D Certificate of Designation). From and after the occurrence and during the continuance of any Triggering Event (as defined in the Series D Certificate of Designation), the accrual of the dividends will automatically be increased to 18.0% per annum. The Series D Preferred Conversion Price is subject to adjustment upon the occurrence of specified events and subject to price-based adjustment in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions involving our common stock at a price below the then-applicable Series D Preferred Conversion Price, as described in further detail in the Series D Certificate of Designation. Assignment of Purchase Agreement On April 19, 2025, WINT Real Estate, LLC, or WINT LLC, a wholly owned subsidiary of Windtree Therapeutics, Inc., entered into an Assignment and Conditional Assumption Agreement, or the Assignment with Way Maker Growth Fund, LLC, or Way Maker, relating to that certain Purchase and Sale Agreement dated June 28, 2024, or the Original Purchase Agreement, as amended by that certain First Amendment to Purchase and Sale Agreement, dated December 19, 2024, or the First Amendment, and that certain Second Amendment to Purchase and Sale Agreement, dated March 25, 2025, the Second Amendment (the Original Purchase Agreement, as amended by the First Amendment and the Second Amendment, is referred to hereafter as the Purchase Agreement), and that certain development services agreement, dated February 4, 2025, or the Development Agreement, and together with the Purchase Agreement, collectively, the Assigned Agreements, each between Way Maker and TBB Crescent Park Drive LLC, or TBB CPD. Pursuant to the Purchase Agreement, TBB CPD agreed to sell to Way Maker real property commonly known as The Aubrey, located at 11755 Southlake, Houston, Texas, or the Property. Pursuant to the terms of the Assignment, Way Maker agreed to assign to WINT LLC its right, title and interest in the Assigned Agreements. WINT LLC will not be deemed to have assumed or have any liability under the Assigned Agreements until certain conditions have been met, including (i) the Purchase Agreement is amended as required by WINT LLC, (ii) WINT has reviewed and approved the Development Agreement, (iii) WINT LLC has reviewed and approved the title commitment and current permitted encumbrances provided for in the Purchase Agreement, (iv) WINT LLC has reviewed and approved the survey with respect to the Property, and (v) WINT LLC has reviewed and approved all terminated and non-terminable contracts provided for in the Sales Agreement (collectively, the Assumption Conditions). Notwithstanding the Assumption Conditions, WINT LLC has advanced $1.4 million, or the Advance, to TBB CPD to be held as part of the earnest money due under the Purchase Agreement, or the Earnest Money, in exchange for an extension of the closing date under the Purchase Agreement to May 23, 2025. The purchase price for the Property pursuant to the Purchase Agreement is approximately $43.0 million, or the Purchase Price. Pursuant to the Purchase Agreement, the sale of the Property must close on or before May 23, 2025, or the Closing Date, provided WINT LLC is entitled to extend the Closing Date up to two times, each extension being for 30 days, by payment of $1.0 million per extension, each an Extension Payment, to TBB CPD. The Extension Payments shall be held as part of the Earnest Money and shall be applicable to the Purchase Price on the Closing Date. Convertible Promissory Note On April 4, 2025, we issued convertible senior secured notes, or the April 2025 Notes, with an aggregate principal amount of $0.3 million. The maturity date of the April 2025 Notes is January 4, 2026, unless extended at the holder’s option in accordance with the terms of the April 2025 Notes. The aggregate gross proceeds from the issuances of the April 2025 Notes were $0.25 million, representing a 20% original issue discount. The April 2025 Notes will bear interest at 10% per annum on a 360-day and twelve 30-day month basis, payable monthly in cash and in arrears on each Interest Date (as defined in the April 2025 Notes) and such interest will compound each calendar month. The April 2025 Notes may be converted at the option of the Holder at any time for shares of the Company’s common stock at a price equal to $1.10 per share subject to adjustment as provided in the April 2025 Notes, or the Conversion Price. The number of shares of common stock issuable upon a conversion is determined by dividing the outstanding principal amount of this Note, including any accrued and unpaid interest, to be converted by the Conversion Price. However, the April 2025 Notes may not be converted to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of common stock immediately after conversion. On May 2, 2025, the holders of the April 2025 Notes accepted in writing the Company’s payoff letter, pursuant to which the Company made a one-time payment to the foregoing holders in the aggregate amount of $300,000 to retire and fully satisfy the balance of the April 2025 Notes of $312,500 at a discount. The April 2025 Notes automatically terminated upon the Company’s payment of such payoff amount and will be of no further effect.

Note 17 - Subsequent Events

3 Months Ended

Mar. 31, 2025

Note 17 – Subsequent Events

Private Placement of Series D Preferred Stock

On April 29, 2025, we entered into a Securities Purchase Agreement, or the SPA, with the buyers named therein, or the Initial Buyers, pursuant to which we agreed to the private placement of 3,125 shares of our Series D Convertible Preferred Stock, par value $0.001 per share, or the Series D Preferred Stock for aggregate gross proceeds of approximately $2.5 million.

On May 12, 2025, certain additional buyers, or the Additional Buyers, each executed a joinder to the SPA, pursuant to which the Additional Buyers agreed to purchase, and the Company agreed to sell, an aggregate of 188 additional shares, or the Additional Shares, of Series D Preferred Stock in a private placement for aggregate gross proceeds of approximately $150,000. The Additional Buyers are purchasing the Additional Shares on the same terms as the Initial Buyers provided in the SPA.

We agreed to seek stockholder approval for the issuance of all of the shares of our common stock issuable upon conversion of the Series D Preferred Stock in connection with the above private placements in accordance with the rules and regulations of The Nasdaq Stock Market.

Series D Preferred Stock

The terms of the Series D Preferred Stock are as set forth in the Certificate of Designation of Series D Convertible Preferred Stock, or the Series D Certificate of Designation, as filed with the Delaware Secretary of State and effective on April 30, 2025. The Series D Certificate of Designation authorizes a total of 5,000 shares of Series D Preferred Stock with an initial conversion price of $1.368, or the Series D Preferred Conversion Price, which is subject to adjustment as provided in the Series D Certificate of Designation to no lower than $0.274. The Series D Preferred Stock has a stated value of $1,000 per share. Each share of Series D Preferred Stock is initially convertible into 731 shares of our common stock, subject to adjustment as provided in the Series D Certificate of Designation. No fractional shares will be issued upon conversion; rather any fractional share will be rounded up to the nearest whole share.

From and after April 29, 2025, each holder of a share of Series D Preferred Stock is entitled to receive dividends, which are computed on the basis of a 360-day year and twelve 30-day months and will increase the stated value of the Series D Preferred Stock on each dividend date (as defined in the Series D Certificate of Designation).

Dividends on the Series D Preferred Stock will accrue at 10.0% per annum and be payable by way of inclusion of the dividends in the Conversion Amount (as defined in the Series D Certificate of Designation) on each Conversion Date (as defined in the Series D Certificate of Designation) in accordance with the Series D Certificate of Designation or upon any redemption in accordance with the Series D Certificate of Designation or upon any required payment upon any Bankruptcy Triggering Event (as defined in the Series D Certificate of Designation). From and after the occurrence and during the continuance of any Triggering Event (as defined in the Series D Certificate of Designation), the accrual of the dividends will automatically be increased to 18.0% per annum.

The Series D Preferred Conversion Price is subject to adjustment upon the occurrence of specified events and subject to price-based adjustment in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions involving our common stock at a price below the then-applicable Series D Preferred Conversion Price, as described in further detail in the Series D Certificate of Designation.

Assignment of Purchase Agreement

On April 19, 2025, WINT Real Estate, LLC, or WINT LLC, a wholly owned subsidiary of Windtree Therapeutics, Inc., entered into an Assignment and Conditional Assumption Agreement, or the Assignment with Way Maker Growth Fund, LLC, or Way Maker, relating to that certain Purchase and Sale Agreement dated June 28, 2024, or the Original Purchase Agreement, as amended by that certain First Amendment to Purchase and Sale Agreement, dated December 19, 2024, or the First Amendment, and that certain Second Amendment to Purchase and Sale Agreement, dated March 25, 2025, the Second Amendment (the Original Purchase Agreement, as amended by the First Amendment and the Second Amendment, is referred to hereafter as the Purchase Agreement), and that certain development services agreement, dated February 4, 2025, or the Development Agreement, and together with the Purchase Agreement, collectively, the Assigned Agreements, each between Way Maker and TBB Crescent Park Drive LLC, or TBB CPD. Pursuant to the Purchase Agreement, TBB CPD agreed to sell to Way Maker real property commonly known as The Aubrey, located at 11755 Southlake, Houston, Texas, or the Property.

Pursuant to the terms of the Assignment, Way Maker agreed to assign to WINT LLC its right, title and interest in the Assigned Agreements. WINT LLC will not be deemed to have assumed or have any liability under the Assigned Agreements until certain conditions have been met, including (i) the Purchase Agreement is amended as required by WINT LLC, (ii) WINT has reviewed and approved the Development Agreement, (iii) WINT LLC has reviewed and approved the title commitment and current permitted encumbrances provided for in the Purchase Agreement, (iv) WINT LLC has reviewed and approved the survey with respect to the Property, and (v) WINT LLC has reviewed and approved all terminated and non-terminable contracts provided for in the Sales Agreement (collectively, the Assumption Conditions).

Notwithstanding the Assumption Conditions, WINT LLC has advanced $1.4 million, or the Advance, to TBB CPD to be held as part of the earnest money due under the Purchase Agreement, or the Earnest Money, in exchange for an extension of the closing date under the Purchase Agreement to May 23, 2025. The purchase price for the Property pursuant to the Purchase Agreement is approximately $43.0 million, or the Purchase Price. Pursuant to the Purchase Agreement, the sale of the Property must close on or before May 23, 2025, or the Closing Date, provided WINT LLC is entitled to extend the Closing Date up to two times, each extension being for 30 days, by payment of $1.0 million per extension, each an Extension Payment, to TBB CPD. The Extension Payments shall be held as part of the Earnest Money and shall be applicable to the Purchase Price on the Closing Date.

Convertible Promissory Note

On April 4, 2025, we issued convertible senior secured notes, or the April 2025 Notes, with an aggregate principal amount of $0.3 million. The maturity date of the April 2025 Notes is January 4, 2026, unless extended at the holder’s option in accordance with the terms of the April 2025 Notes. The aggregate gross proceeds from the issuances of the April 2025 Notes were $0.25 million, representing a 20% original issue discount. The April 2025 Notes will bear interest at 10% per annum on a 360-day and twelve 30-day month basis, payable monthly in cash and in arrears on each Interest Date (as defined in the April 2025 Notes) and such interest will compound each calendar month.

The April 2025 Notes may be converted at the option of the Holder at any time for shares of the Company’s common stock at a price equal to $1.10 per share subject to adjustment as provided in the April 2025 Notes, or the Conversion Price. The number of shares of common stock issuable upon a conversion is determined by dividing the outstanding principal amount of this Note, including any accrued and unpaid interest, to be converted by the Conversion Price. However, the April 2025 Notes may not be converted to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of common stock immediately after conversion.

On May 2, 2025, the holders of the April 2025 Notes accepted in writing the Company’s payoff letter, pursuant to which the Company made a one-time payment to the foregoing holders in the aggregate amount of $300,000 to retire and fully satisfy the balance of the April 2025 Notes of $312,500 at a discount. The April 2025 Notes automatically terminated upon the Company’s payment of such payoff amount and will be of no further effect.