pre 14a $Windtree Therapeutics (WINT.US)$

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Preliminary proxy statement, to be completed, dated December 27, 2024.
In accordance with Rule 14a-6(d) and Regulation 14A, hereby notifying Windtree Therapeutics, Inc. that it intends to circulate the official copy of this proxy statement to security holders around January 6, 2025.
2600 Kelly Road, Suite 100, Warminster, Pennsylvania.
18976, Pennsylvania.
2025 Shareholder's Special Meeting.
Scheduled to be held on February 3, 2025.
Dear Shareholders:
We are pleased to invite you to attend the 2025 Special Shareholders' Meeting of Windtree Therapeutics, Inc. ("Windtree", "the Company", "we" or "our"), which will be held virtually on February 3, 2025 at 10:00 a.m. Eastern Time. The agenda is as follows:
1. Approval of the amendment to our amended Articles of Incorporation ("Articles") to implement a reverse stock split of our outstanding common stock with a par value of $0.001 per share ("Common Stock"), at a ratio of any whole number between 1-for-5 and 1-for-50, with the specific implementation and timing to be determined by our Board of Directors (the "Board") at its discretion;
2. Approval of the amendment to our amended Windtree Therapeutics, Inc. 2020 Stock-based Incentive Plan ("A&R 2020 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; as well as
If the voting on the aforementioned proposal at the special meeting is insufficient or unable to form a quorum, approval of the postponement of the special meeting.
The special meeting can be accessed via Internet at: https://www.cstproxy.com/windtreetx/sm2025 This proxy statement (as defined below) and accompanying proxy card will be mailed to shareholders around 2025 for the first time.
Detailed information about the entry and agenda of the special meeting is provided in the accompanying shareholder special meeting notice ("Notice") and special meeting proxy statement ("Proxy Statement"). Only if you are a shareholder on December 20, 2024, will you have the right to vote at our special meeting and any adjournments thereof.
Your vote is important. Whether you plan to virtually attend the special meeting or not, we encourage you to vote as soon as possible. Information on how to vote is listed in the accompanying Notice and Proxy Statement. If you have any questions about the accompanying Proxy Statement or need assistance to vote your common stock, please contact our Senior Vice President, Chief Financial Officer, and Corporate Secretary, Jamie McAndrew, at phone: 1 (215) 488-9300, or our proxy solicitor, Campaign Management, LLC, by phone: 1 (888) 725-4553 or email: info@campaign-mgmt.com.
Sincerely,
Jed Latkin
President and CEO
Windtree Therapeutics, Inc.
This proxy statement and the accompanying proxy card are.
The first mailing date to shareholders is , 2025.