Windtree Therapeutics, Inc. (WINT) Earnings Call Transcript & Summary

Hello, ladies and gentlemen. I would like to officially call the meeting to order and welcome all of you to the special meeting of Stockholders of Windtree Therapeutics I'm Craig Fraser, the Chief Executive Officer of the company, and I will be presiding at this meeting. Before proceeding to the business of the meeting, I would like to introduce certain members of our management team. In addition to myself, the following members of our management team are present in person or on the telephone. Dr. Steve Simonson, our Chief Medical Officer; and Jamie McAndrew, Vice President and Chief Accounting Officer and also our Corporate Secretary. We will conduct the business of the special meeting first and upon adjournment, members of the management team will be available to answer any questions. In accordance with the company's bylaws and the direction of the Board, I hereby appoint Ana Gois from Continental Stock Transfer and Trust Company to serve as the inspector of the election of this special meeting. The agenda for the meeting and a list of rules of conduct for the meeting are available online through the virtual meeting portal. To conduct an orderly meeting, we ask that you abide by these rules. As stated in the rules of conduct, stockholders who desire to ask a question during the meeting, must do so through the online portal. Please use the Q&A button to submit your questions to the management team. As stated in the rules of conduct, we ask that you restrict your remarks to the items of the agenda that is before us. This meeting is held pursuant to the notice of special meeting of stockholders mailed on or about March 13, 2024, to each record holder of a share of capital stock of the company on February 20, 2024. All stockholders of record at the close of business on February 20, 2024, are entitled to vote at this special meeting. A list of holders of capital stock entitled to vote at this meeting will be available upon request through the virtual meeting portal. You may vote online by using the voting button at the right side of the virtual meeting platform at any time during the meeting. Please note that all votes submitted electronically must be received by the close of the polls at the end of the meeting. All documents concerning the special meeting and notice of this meeting are available through the virtual meeting portal and will be filed with the records of the meeting. The Inspector of Election has examined the proxies received -- the proxies that have been received and reports that at least 1/3 of the voting capital stock issued and outstanding and entitled to vote at the special meeting are present, either virtually or by proxy, including at least 1/3 of the voting power represented by our common stock. Therefore, I declare a quorum present. On behalf of the Board of Directors, I would like to express my appreciation to all stockholders who returned their proxies. Proposal 1 is for the approval of an amendment to our charter to effect the reverse stock split of the outstanding shares of common stock by a ratio of any hold number between 1-for-5 and 1-for-25, the implementation and timing of which shall be subject to the discretion of the Board of Directors. The primary purpose of the proposed amendment to effect the reverse stock split is to meet certain continued listing requirements of NASDAQ appeal to a broader range of investors and improve the perception of our common stock as an investment security. Proposal 2 is for the approval of adjournment of this special meeting in the event that there are insufficient affirmative votes to approve the amendment to our charter to effect the reverse stock split. The online voting system will remain open for another 5 minutes. If you previously voted by proxy, you need not vote today unless you would like to change your vote. We will take a brief pause. [Voting]

We now have all the votes and proxies. I hereby declare the polls closed. The Inspector of Election will count the votes. A preliminary report of the Inspector of Election reflects that a majority of the voting power of the outstanding shares of common stock entitled to vote have been voted for the approval of an amendment to our charter to effect the reverse stock split of the outstanding shares of our common stock by a ratio of any whole number between 1-for-5 and 1-for-25, the implementation and timing of which shall be subject to the discretion of the Board of Directors. A majority of the eligible votes cast have been voted for the approval of an adjournment of the special meeting in the event that there were insufficient affirmative votes to approve the amendment of our amended and restated certificate of incorporation as amended to effect the reverse stock split. I would like to thank you for your support. We will report the final results of this meeting in a current report on Form 8-K within 4 business days of this special meeting. Thank you for attending today's meeting. It also looks like there are no relevant questions that have been submitted. I would like to thank everyone for joining us today at our special meeting, and I look forward to updating all of our stockholders on our progress and plans in the weeks to come. Enjoy the rest of your day. Thank you.