SEC Form 4/A · accession 0001213900-18-017872

WINDTREE THERAPEUTICS INC /DE/ · WINT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On December 22, 2017, the Issuer effected a 1-20 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.
• F2Effective December 21, 2018 the Issuer entered into a Securities Purchase Agreement with certain investors ("Investors") (the "Financing") whereby LPH II Investments Limited ("LPH II"), a wholly owned subsidiary of the Reporting Person, converted $6.0 million of existing debt obligations in the Financing on the same terms as the Investors. The Issuer issued and LPH II received (i) 1,810,938 shares of Common Stock (ii) 307,859 Series F Warrants to purchase 307,859 shares of Common Stock at an exercise price of $3.68 per share and (iii) 597,610 Series G Warrants (with the Series F Warrants the "Financing Warrants") to purchase 597,610 shares of Common Stock at an exercise price of $4.05 per share. Accordingly, LPH II is deemed to beneficially own (i)1,810,938 shares of Common Stock (ii) 307,859 shares of Common Stock issuable upon exercise of the Series F Warrants and (iii) 597,610 shares of Common Stock issuable upon exercise of the Series G Warrants.
• F3Pursuant to an Agreement and Plan of Merger dated as of December 2, 2018 ("Merger Agreement") entered into between the Issuer, WT Acquisition Corp. ("Merger Sub") a wholly-owned subsidiary of the Issuer, and CVie Investments Limited ("CVie") ("Merger Parties"), Merger Sub merged with and into CVie, with CVie becoming the sole surviving entity as a wholly owned subsidiary of the Issuer ("Merger"). Under the Merger Agreement the Issuer issued Common Stock to CVie's former shareholders at an exchange ratio of 0.3512 share of Common Stock for each outstanding share of CVie prior to the Merger. The Merger closed on December 21, 2018. China Cardiovascular Focus Limited ("CCF"), a wholly-owned subsidiary of Lee's Pharmaceutical International Limited, which is a wholly-owned subsidiary of the Reporting Person, as a 49.58% owner of CVie prior to the Merger, received 8,063,861 shares of Common Stock. CCF is deemed to beneficially own 8,063,861 shares of Common Stock.
• F4Pursuant to an Exchange Agreement dated September 12, 2018, entered into by and between the Reporting Person and the Issuer, the Reporting Person agreed to exchange 1,338 Shares of Series A Convertible Preferred Stock for 66,900 shares of Common Stock. The actual exchange took place on November 8, 2018. As a result of the foregoing exchange, the Reporting Person beneficially owns 66,900 shares of Common Stock directly.
• F5Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock, if the closing price of the Common Stock, as listed or quoted on its principal market, is equal to or greater than $4.11 for at least 20 consecutive trading days on or after the first anniversary of the original issue date of the Preferred Stock, then the Issuer, at its option, may cause the Preferred Stock to be converted in whole, or in part, on a pro rata basis among the holders of the Preferred Stock, into shares of Common Stock subject to a beneficial ownership limitation of 9.99%.