WINT · Windtree Therapeutics Inc /De/

Adjusted to reflect 1-for-18 reverse stock split effective April 19, 2024.

Pursuant to the Purchase Agreement, the Reporting Person acquired 4,011 warrants to purchase 4,011 shares of the Issuer's common stock, $0.001 par value per share ("Warrants"). The Warrants have an exercise price of $4.11 per share, subject to customary adjustments, and will become exercisable on the six month and one day anniversary of the issuance date (the "Initial Exercisability Date"), and expire on the fifth (5th) anniversary of the Initial Exercisability Date.

On July 22, 2024, the Reporting Person acquired 13 shares of the Issuer's Series C Convertible Preferred Stock, $0.001 par value ("Series C Preferred Stock"), in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of July 18, 2024 (the "Purchase Agreement"). The shares of Series C Preferred Stock have the rights and preferences set forth on the certificate of designations of Series C Preferred Stock filed with the Secretary of State for the State of Delaware on July 19, 2024. The Series C Preferred Stock has a stated value of $1,000 per share and currently has a conversion price of $3.74 per share. The Series C Preferred Stock has no expiration date.

On July 22, 2024, the Reporting Person acquired 19 shares of the Issuer's Series C Convertible Preferred Stock, $0.001 par value ("Series C Preferred Stock"), in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of July 18, 2024 (the "Purchase Agreement"). The shares of Series C Preferred Stock have the rights and preferences set forth on the certificate of designations of Series C Preferred Stock filed with the Secretary of State for the State of Delaware on July 19, 2024. The Series C Preferred Stock has a stated value of $1,000 per share and currently has a conversion price of $3.74 per share. The Series C Preferred Stock has no expiration date.

Pursuant to the Purchase Agreement, the Reporting Person acquired 2,674 warrants to purchase 2,674 shares of the Issuer's common stock, $0.001 par value per share ("Warrants"). The Warrants have an exercise price of $4.11 per share, subject to customary adjustments, and will become exercisable on the six month and one day anniversary of the issuance date (the "Initial Exercisability Date"), and expire on the fifth (5th) anniversary of the Initial Exercisability Date.

This employee stock option shall vest and become exercisable with respect to one-third of the total number of shares subject to the option on an annual basis (every 12 months) with the first vest date on August 23, 2024 provided that the reporting person remains in continuous service on each vesting date.

The stock option shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

These shares represent restricted stock units (RSUs), which represent a contingent right to receive the equivalent number of shares of common stock. These RSUs shall vest with respect to one-third of the total number of shares subject to the RSUs on an annual basis (every 12 months) with the first vest date on August 23, 2024 provided that the reporting person remains in continuous service on each vesting date.

This employee stock option shall vest and become exercisable with respect to one-third of the total number of shares subject to the option on an annual basis (every 12 months) with the first vest date on August 23, 2024 provided that the reporting person remains in continuous service on each vesting date.

This employee stock option shall vest and become exercisable with respect to one-third of the total number of shares subject to the option on an annual basis (every 12 months) with the first vest date on August 23, 2024 provided that the reporting person remains in continuous service on each vesting date.

The stock option shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

These shares represent restricted stock units (RSUs), which represent a contingent right to receive the equivalent number of shares of common stock. These RSUs shall vest with respect to one-third of the total number of shares subject to the RSUs on an annual basis (every 12 months) with the first vest date on August 23, 2024 provided that the reporting person remains in continuous service on each vesting date.

These shares represent restricted stock units (RSUs), which represent a contingent right to receive the equivalent number of shares of common stock. These RSUs shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

These shares represent restricted stock units (RSUs), which represent a contingent right to receive the equivalent number of shares of common stock. These RSUs shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

Adjusted to reflect 1-for-50 reverse stock split effective February 24, 2023.

These shares represent restricted stock units (RSUs), which represent a contingent right to receive the equivalent number of shares of common stock. These RSUs shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

Adjusted to reflect 1-for-50 reverse stock split effective February 24, 2023.

The stock option shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

These shares represent restricted stock units (RSUs), which represent a contingent right to receive the equivalent number of shares of common stock. These RSUs shall vest with respect to one-third of the total number of shares subject to the RSUs on an annual basis (every 12 months) with the first vest date on August 23, 2024 provided that the reporting person remains in continuous service on each vesting date.

The stock option shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

These shares represent restricted stock units (RSUs), which represent a contingent right to receive the equivalent number of shares of common stock. These RSUs shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

Adjusted to reflect 1-for-50 reverse stock split effective February 24, 2023.

Adjusted to reflect 1-for-50 reverse stock split effective February 24, 2023.

Adjusted to reflect 1-for-50 reverse stock split effective February 24, 2023.

Adjusted to reflect 1-for-50 reverse stock split effective February 24, 2023.

Adjusted to reflect 1-for-50 reverse stock split effective February 24, 2023.

Represents securities held by Panacea Venture Healthcare Fund I L.P. ("Panacea Healthcare"), over which the reporting person may be deemed to indirectly share beneficial ownership. The reporting person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

Pursuant to a warrant exercise inducement offer letter, the Issuer and Panacea Healthcare agreed to amend the outstanding warrants held by Panacea Healthcare to lower the exercise price to $0.1411 and to issue Panacea Healthcare warrants to purchase an additional 2,224,616 shares of Common Stock, in exchange for Panacea Healthcare agreeing to immediately exercise the repriced warrants.

Represents securities held by Panacea Venture Healthcare Fund I L.P. ("Panacea Healthcare"), over which the reporting person may be deemed to indirectly share beneficial ownership. The reporting person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

Pursuant to a warrant exercise inducement offer letter, the Issuer and Panacea Healthcare agreed to amend the outstanding warrants held by Panacea Healthcare to lower the exercise price to $0.1411 and to issue Panacea Healthcare warrants to purchase an additional 2,224,616 shares of Common Stock, in exchange for Panacea Healthcare agreeing to immediately exercise the repriced warrants.

Represents securities held by Panacea Venture Healthcare Fund I L.P. ("Panacea Healthcare"), over which the reporting person may be deemed to indirectly share beneficial ownership. The reporting person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

Pursuant to a warrant exercise inducement offer letter, the Issuer and Panacea Healthcare agreed to amend the outstanding warrants held by Panacea Healthcare to lower the exercise price to $0.1411 and to issue Panacea Healthcare warrants to purchase an additional 2,224,616 shares of Common Stock, in exchange for Panacea Healthcare agreeing to immediately exercise the repriced warrants.

Represents securities held by Panacea Venture Healthcare Fund I L.P. ("Panacea Healthcare"), over which the reporting person may be deemed to indirectly share beneficial ownership. The reporting person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

Pursuant to a warrant exercise inducement offer letter, the Issuer and Panacea Healthcare agreed to amend the outstanding warrants held by Panacea Healthcare to lower the exercise price to $0.1411 and to issue Panacea Healthcare warrants to purchase an additional 2,224,616 shares of Common Stock, in exchange for Panacea Healthcare agreeing to immediately exercise the repriced warrants.

Represents securities held by Panacea Venture Healthcare Fund I L.P. ("Panacea Healthcare"), over which the reporting person may be deemed to indirectly share beneficial ownership. The reporting person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

Pursuant to a warrant exercise inducement offer letter, the Issuer and Panacea Healthcare agreed to amend the outstanding warrants held by Panacea Healthcare to lower the exercise price to $0.1411 and to issue Panacea Healthcare warrants to purchase an additional 2,224,616 shares of Common Stock, in exchange for Panacea Healthcare agreeing to immediately exercise the repriced warrants.

Represents securities held by Panacea Venture Healthcare Fund I L.P. ("Panacea Healthcare"), over which the reporting person may be deemed to indirectly share beneficial ownership. The reporting person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

Pursuant to a warrant exercise inducement offer letter, the Issuer and Panacea Healthcare agreed to amend the outstanding warrants held by Panacea Healthcare to lower the exercise price to $0.1411 and to issue Panacea Healthcare warrants to purchase an additional 2,224,616 shares of Common Stock, in exchange for Panacea Healthcare agreeing to immediately exercise the repriced warrants.

Represents securities held by Panacea Venture Healthcare Fund I L.P. ("Panacea Healthcare"), over which the reporting person may be deemed to indirectly share beneficial ownership. The reporting person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

Represents securities held by Panacea Venture Healthcare Fund I L.P. ("Panacea Healthcare"), over which the reporting person may be deemed to indirectly share beneficial ownership. The reporting person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any.

The shares were purchased in multiple trades at prices ranging from $0.3639 to $0.37. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

The shares were purchased in multiple trades at prices ranging from $0.4115 to $0.4200. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

The stock option shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

These shares represent restricted stock units (RSUs), which represent a contingent right to receive the equivalent number of shares of common stock. These RSUs shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

The stock option shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.

The stock option shall vest upon the earlier of (a) the one-year anniversary of the date of grant and (b) Windtree's subsequent annual meeting of stockholders, provided that the reporting person remains in continuous service through the vesting date.