UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON , D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

SEC FILE NUMBER  000-26422

CUSIP NUMBER  97382D 105

 

(Check One) : ☐ Form 10-K   ☐ Form 20-F   ☒ Form 10-Q   ☐ Form 10-D   ☐ Form N-SAR

 

For Period Ended: June 30, 2017

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:   _____

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein .

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I -- REGISTRANT INFORMATION

 

Windtree Therapeutics, Inc.

Full Name of Registrant

 
Discovery Laboratories, Inc.

Former Name if Applicable

 
2600 Kelly Rd., Suite 100

Address of Principle Executive Office (Street and Number)

 
Warrington, PA 18976

City, State and Zip Code

 

PART II -- RULES 12B-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

 

(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☒  

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

   

(c) The accountant ’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 
 

 

PART III--NARRATIVE

 

State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

As previously reported in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, which was filed with the SEC on May 15, 2017, the Company had sufficient cash resources available to support its development activities, business operations and debt service through the announcement of results for its phase 2b clinical trial for AEROSURF® in mid-year 2017.  In late June 2017, the Company announced the top-line results of its AEROSURF phase 2b clinical trial, which did not meet the primary endpoint of a reduction in nCPAP failure at 72 hours.  Since the release of the phase 2b results, the Company has been working diligently to raise additional capital through one or more potential strategic transactions focused on markets outside the U.S., combinations (by merger or acquisition) or other corporate transactions, including equity or debt offerings.  The Company is currently in active discussions with a potential party that will provide additional capital, although no assurance can be given that the Company will be successful.  Following a recent reduction in force, the Company has directed its limited resources to capital-raising initiatives and requires more time to prepare and file its quarterly report.

 

The Company expects to be in a position to f ile the Form 10-Q on or before August 21, 2017, the prescribed due date under the five calendar day extension period provided under Rule 12b-25 under the Securities Exchange Act of 1934.

 

PART IV--OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

John Tattory   215   488-9418

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

☒ Yes ☐ No

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☐ Yes ☒ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Windtree Therapeutics, Inc.

(Name of Registrant as Specified in Charter)

 

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

August 14, 2017

  By

/s/ John Tattory, Senior Vice President and Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer or the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative ’s authority to sign on behalf of the registrant shall be filed with the form.