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, Inc. I am Jed Latkin, 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 as with certain members of the Board who are also present on the line. So in addition to myself, the following members of our management team are present in person or by telephone. I have Eric Curtis, President and Chief Operating Officer of the company. He's in the room with me; and Jamie McAndrew, Vice President and Chief Financial Officer and also the Corporate Secretary, and she is in the room with me as well. On the phone, we have Mark Strobeck, Chairman of the Board; Leanne Kelly, our newest Board member and Chairman of the Audit Committee. And then we also have Saundra Pelletier, who is also on the Board as well. And so that's just who is here. We will conduct the business of the special meeting first and upon adjournment, members of the management will be available to answer questions. Faith Charles at Thompson Hine LLP, our outside legal counsel, is also in attendance. In accordance with the company's by laws and the direction of the Board, I hereby appoint Ana Gois, that's a tough one, from Continental Stock Transfer and Trust Company to serve as the Inspector of Election of this special meeting. Ana if you're there, I hope I didn't brutalize your last name too badly. 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 management. 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 a notice of special meeting of stockholders mailed on or about January 10, 2025, to each record holder of a share of capital stock of the company on December 20, 2024. All stockholders of record at the close of business on December 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 on 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 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 that a quorum is present and that the polls are open for voting on all items. On behalf of the Board of Directors, I would like to express my appreciation to all stockholders who return their proxies. So now we'll go into the proposals and discussion. Proposal #1, approval of an amendment to our amended and restated certificate of incorporation as amended to effect a reverse stock split of the outstanding shares of common stock by a ratio of any whole number between 1-for-5 and 1-for-50. The implementation and timing of which shall be subject to the discretion of the Board of Directors. Proposal 1 is for the approval of an amendment to our charter to effect over stock split, outstanding common stock by a ratio of a whole number between 1-and-5 and not more than 1-for-50. The implementation and timing of which will be subject to the discretion of the Board of Directors, the primary purpose of the proposed amendment to effect a 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, approval and amendment to the amended and restated Windtree Therapeutics, Inc. 2020 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under the A&R 2020 plan from 41,010 shares to 1,141,010 shares. Proposal #3, approval of adjournment of the special meeting to the extent that there are insufficient votes at the special meeting to approve the immediately preceding proposals. Given that we do not intend to adjourn the meeting for Proposal 2, we will not be submitting Proposal #3 to a vote at this meeting. The online voting system will remain open for another 3 minutes. If you previously voted by proxy, you need not vote today unless you would like to change your vote. [Voting]

Okay. Sorry for that 3-minute pause. I had to give everybody a chance to vote. If anybody wants to change their vote on Proposal #2, that would have been great, but let's see what happens. 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 capital stock entitled to vote have been voted for the approval of an amendment to our charter to effect a reverse stock split of the outstanding shares of common stock by a ratio of any whole number between 1-for-5 and 1-for-50, the implementation and timing of which shall be subject to the discretion of the Board of Directors. Polls #2 against the proposal, the approval of an amendment to the amended and restated Windtree Therapeutics, Inc. 2020 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under the amended restated 2020 plan from 41,010 shares to 1,141,010 shares. Thank you for your support on one of the proposals, and I guess not on the other proposal. We report the final results of this meeting in a current report on Form 8-K within 4 business days of this special meeting. So now I'll go to adjournment. I just wanted to thank you for attending today's meeting. And it 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 please enjoy the rest of your day.