Windtree Therapeutics Inc (WINT)

[Talc Moan]

15 Mill cash coming to DSCO.

This is a great Prospectus

http://ih.advfn.com/p.php?pid=nmona&article=50434114




$15,000,000
Common Stock


This prospectus supplement and accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, par value $0.001 per share, through Lazard Capital Markets LLC (“LCM”), as our exclusive sales agent for an “at-the-market” equity sales program. Sales, if any, will be made pursuant to the terms of a sales agency agreement with LCM, which allows us to sell over a two year period, at our discretion and at times that we select, up to $15,000,000 of shares of our common stock.


Our common stock is listed on The Nasdaq Capital Market under the symbol “DSCO.” On December 8, 2011, the last reported sale price of our common stock on The Nasdaq Capital Market was $1.73 per share.


The aggregate market value of our outstanding common stock held by non-affiliates is approximately $40,928,739 based on 24,499,497 shares of outstanding common stock, of which approximately 423,768 shares were held by affiliates, and the last reported sale price of our common stock of $1.70 on the Nasdaq Capital Market on December 13, 2011. During the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement, we offered $349,426 of securities pursuant to General Instruction I.B.6 of Form S-3.


If we issue a sales notice on any trading day to LCM under the sales agency agreement, LCM may sell shares of our common stock by any method deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), which may include ordinary brokers’ transactions on The Nasdaq Capital Market, or otherwise at market prices prevailing at the time of sale or prices related to such prevailing market prices, or as otherwise agreed by LCM and us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

The offering of our common stock pursuant to the sales agency agreement will terminate upon the earlier of: (1) the sale of all shares of our common stock subject to the sales agency agreement, (2) the second anniversary of the date of the sales agency agreement or (3) the termination of the sales agency agreement pursuant to its terms.

We will pay LCM a commission equal to 3.0% of the gross sales price per share for sales under the sales agency agreement. In connection with any sale of our common stock, LCM may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of LCM may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to LCM with respect to certain liabilities, including liabilities under the Securities Act.


Investing in our common stock involves significant risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement and page 2 of the accompanying prospectus.


Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.





Lazard Capital Markets




Prospectus Supplement dated December 14, 2011