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December 21, 2022
John Hamill
Chief Financial Officer
WINDTREE THERAPEUTICS INC /DE/
2600 Kelly Road, Suite 100
Warrington, PA 18976
Re:WINDTREE THERAPEUTICS INC /DE/
Amended Preliminary Proxy Statement on Schedule 14A
Filed December 12, 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.
Amended Preliminary Proxy Statement on Schedule 14A filed December 12, 2022
Stockholders Entitled to Vote, page 5
1.We note your response to our prior comment 2 and your statement on page 5 that
shareholders who choose not to cast a vote will have their shares of Series A Preferred
Stock redeemed in the Initial Redemption. Please tell us how this statement is consistent
with your statement on page 6 that registered stockholders can virtually attend and vote
online during the Special Meeting. In this regard, clarify when during the course of
the Special Meeting the Initial Redemption, quorum call, and opening of the polls will
occur.
General
2.Please state in the forepart of your proxy that the issuance of the Series A Preferred is to
help the company attain quorum at the special meeting by increasing the total number of
votes stockholders voting at the meeting are entitled to cast on the proposals.

 FirstName LastNameJohn Hamill
 Comapany NameWINDTREE THERAPEUTICS INC /DE/
 December 21, 2022 Page 2
 FirstName LastName
John Hamill
WINDTREE THERAPEUTICS INC /DE/
December 21, 2022
Page 2
3.We note your response to our prior comment 4. Please further revise your disclosure to
clearly state the consequences to stockholders if they do not vote their common shares in
person or by proxy. In this regard, please state the likelihood that even if a shareholder
does not vote on the proposals the company will attain quorum at the meeting and the
proposals will be approved or disapproved.
4.Based on the number of shares reported outstanding in the proxy statement and assuming
the Series A Preferred is voted as described in the proxy statement, please clarify the
number of votes that will need to be cast (i.e., the number of common shares that will
need to be voted) to attain quorum at the special meeting and approve the proposals.
5.We have reviewed the opinion you provided in response to our prior comment 6. Please
explain why the following assumption is required: “(f) the amendments to the Charter
contemplated by the Preliminary Proxy Statement do not alter or change the powers,
preferences, or special rights of the Common Stock so as to affect them adversely for all
purposes.”  Alternatively, provide a revised opinion that does not include this language.

            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.
            You may contact Lauren Sprague Hamill at 303-844-1008 or Laura Crotty at 202-551-
7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jennifer Porter