Item 1.01 Entry into a Material Definitive Agreement.

On September 17, 2020, Windtree Therapeutics, Inc. (the "Company"), entered into an At The Market Offering Agreement (the "Sales Agreement") with Ladenburg Thalmann & Co. Inc. ("Ladenburg"), under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the "Shares"), having an aggregate offering price of up to $10.0 million through Ladenburg as agent and/or principal. The issuance and sale, if any, of Shares by the Company under the Sales Agreement is subject to the effectiveness of the Company's registration statement on Form S-3 (the "Registration Statement"), filed with the Securities and Exchange Commission on September 17, 2020. The Company makes no assurances as to if or whether the Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement.

Under the Sales Agreement, Ladenburg may sell Shares by any method permitted by law deemed to be an "at-the-market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or in privately negotiated transactions. Ladenburg will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Ladenburg a commission of 3.0% of the aggregate gross sales proceeds of Shares sold through Ladenburg under the Sales Agreement, and also, has provided Ladenburg with customary indemnification and contribution rights. The Company also agreed to reimburse Ladenburg for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $50,000, in addition to certain ongoing disbursements of its legal counsel up to $3,000 per calendar quarter.

The Company is not obligated to make any sales of Shares under the Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
No.                                       Document

10.1          At The Market Offering Agreement, dated as of September 17, 2020,
            by and between Windtree Therapeutics, Inc. and Ladenburg Thalmann &
            Co. Inc. (incorporated by reference to Exhibit 1.2 to the
            Registration Statement).

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