UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

June 22 , 201 6

Date of Report (Date of earliest event reported)

 

 

Windtree Therapeutics , Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

000-26422

94-3171943

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

 

 

2600 Kelly Road, Suite 100

Warrington, Pennsylvania 18976

(Address of principal executive offices)

 

 

(215) 488-9300

(Registrant's telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 22, 2016, Windtree Therapeutics, Inc. (the “Company”), filed a Certificate of Amendment (“Amendment”) to its Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $.001 per share (“Common Stock”) authorized thereunder from 36 million shares to 60 million shares. A copy of the Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference. As previously disclosed, the Amendment was approved at the Company’s Annual Meeting of Stockholders held on June 21, 2016 by a vote of at least a majority of the outstanding shares eligible to vote at the meeting.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Windtree Therapeutics, Inc. dated June 21, 2016.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Windtree Therapeutics , Inc.

 

     

 

 

By:

/s/ Craig Fraser

 

   

Name: Craig Fraser

 

   

Title: President and Chief Executive Officer

 

     

 

Date: June 23, 2016