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December 6, 2022
John Hamill
Chief Financial Officer
WINDTREE THERAPEUTICS INC /DE/
2600 Kelly Road, Suite 100
Warrington, PA 18976
Re:WINDTREE THERAPEUTICS INC /DE/
Proxy Statement on Schedule 14A
Filed November 22, 2022
File No. 001-39290
Dear John Hamill:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Proxy Statement on Schedule 14A filed November 22, 2022
General
1.We note that on November 18, 2022, the Company's Board announced a declared
dividend of 1/1,000th of a share of Series A Preferred Stock for each outstanding share of
common stock to shareholders of record on November 28, 2022, which was distributed on
December 2, 2022.
•Please revise to explicitly state whether the dividend of the Series A Preferred Stock,
with its attendant voting rights, was issued by the Company solely to affect the
passage of the charter amendment to effect a reverse stock split of your common
stock. If so, explain the reason(s) why the Board determined that such issuance was
necessary in this case.
•Explain whether the Series A Preferred Stock voting rights will affect quorum and
voting requirements at the special meeting and any adjournment thereof, and if so,
how.

 FirstName LastNameJohn Hamill
 Comapany NameWINDTREE THERAPEUTICS INC /DE/
 December 6, 2022 Page 2
 FirstName LastName
John Hamill
WINDTREE THERAPEUTICS INC /DE/
December 6, 2022
Page 2
2.You disclose that any whole or fractional shares of Series A Preferred Stock that are not
present in person or by proxy "immediately prior to the opening of the polls" at the special
meeting will be automatically redeemed in the Initial Redemption and no longer entitled
to vote.
•Please revise to clarify when the opening of the polls at the special meeting will
occur.
•Revise to explicitly describe the outsized voting rights the holders of common stock
with related Series A Preferred Stock will have relative to holders of common stock
whose shares of Series A Preferred Stock were redeemed pursuant to the Initial
Redemption. In this respect, please consider including an illustrative example of the
effects the super voting rights of the Series A Preferred Stock will have on reaching
both the quorum requirement and voting threshold necessary to approve the
proposal.
3.Please revise to clearly explain the voting differences between shares purchased prior to
the November 28, 2022 record date for the Series A Preferred dividend compared with
those purchased after that record date but before the December 2, 2022 special meeting
record date.  Conversely, because the Series A Preferred is nontransferable by the holder
thereof except in connection with a transfer by such holder of any shares of common stock
held by that holder, please clearly explain what happens with respect to the voting rights
of any common shareholder that sells any common shares after the preferred stock
dividend record date but before the meeting record date.
4.Please revise to clearly explain the consequence to shareholders of the Series A Preferred
of:
•Not casting a vote on a common share; and
•Proxy revocation prior to the special meeting.
5.Please advise us whether you have discussed the issuance and voting rights of the Series A
Preferred Stock with Nasdaq and the outcome of such discussions.
6.Please provide the opinion of counsel as to:
•Whether the vote taken including votes represented by the Series A Preferred will be
valid under Delaware law;
•The legality under Delaware law of the redemption of all shares of Series A Preferred
Stock that are not present in person or by proxy at the Special Meeting as of
immediately prior to the opening of the polls at the Special Meeting; and
•The legality under Delaware law of the further redemption of all remaining Series A
Preferred (i) if and when ordered by your Board or (ii) automatically upon the
approval by the Company’s stockholders of the reverse stock split proposal at any
meeting of the stockholders held for the purpose of voting on such proposal.

 FirstName LastNameJohn Hamill
 Comapany NameWINDTREE THERAPEUTICS INC /DE/
 December 6, 2022 Page 3
 FirstName LastName
John Hamill
WINDTREE THERAPEUTICS INC /DE/
December 6, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Lauren Hamill at 303-844-1008 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jennifer Porter