Item 1.01 Entry into a Material Definitive Agreement.
On
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
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 ofSeptember 17, 2020 , by and betweenWindtree Therapeutics, Inc. andLadenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.2 to the Registration Statement).
--------------------------------------------------------------------------------
© Edgar Online, source