0001213900-18-017868.txt : 20181226 0001213900-18-017868.hdr.sgml : 20181226 20181226162619 ACCESSION NUMBER: 0001213900-18-017868 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181221 FILED AS OF DATE: 20181226 DATE AS OF CHANGE: 20181226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lee's Pharmaceutical International Ltd CENTRAL INDEX KEY: 0001761056 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26422 FILM NUMBER: 181252892 BUSINESS ADDRESS: STREET 1: 1/F, BUILDING 20E, PHASE 3 STREET 2: HONG KONG SCIENCE PARK CITY: SHATIN STATE: K3 ZIP: 000000 BUSINESS PHONE: 852 2314 1282 MAIL ADDRESS: STREET 1: 1/F, BUILDING 20E, PHASE 3 STREET 2: HONG KONG SCIENCE PARK CITY: SHATIN STATE: K3 ZIP: 000000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: China Cardiovascular Focus Ltd CENTRAL INDEX KEY: 0001761072 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26422 FILM NUMBER: 181252893 BUSINESS ADDRESS: STREET 1: 1/F, BUILDING 20E, PHASE 3 STREET 2: HONG KONG SCIENCE PARK CITY: SHATIN STATE: K3 ZIP: 0000000 BUSINESS PHONE: 852 2314 1282 MAIL ADDRESS: STREET 1: 1/F, BUILDING 20E, PHASE 3 STREET 2: HONG KONG SCIENCE PARK CITY: SHATIN STATE: K3 ZIP: 0000000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WINDTREE THERAPEUTICS INC /DE/ CENTRAL INDEX KEY: 0000946486 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943171943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2600 KELLY ROAD STREET 2: SUITE 100 CITY: WARRINGTON STATE: PA ZIP: 18976 BUSINESS PHONE: 2154889300 MAIL ADDRESS: STREET 1: 2600 KELLY ROAD STREET 2: SUITE 100 CITY: WARRINGTON STATE: PA ZIP: 18976 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY LABORATORIES INC /DE/ DATE OF NAME CHANGE: 19971201 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 19961121 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN INC DATE OF NAME CHANGE: 19950609 3 1 ownership.xml X0206 3 2018-12-21 0 0000946486 WINDTREE THERAPEUTICS INC /DE/ WINT 0001761072 China Cardiovascular Focus Ltd 1/F, BUILDING 20E, PHASE 3, HONG KONG SCIENCE PARK SHATIN K3 000000 HONG KONG 0 0 1 0 0001761056 Lee's Pharmaceutical International Ltd 1/F, BUILDING 20E, PHASE 3, HONG KONG SCIENCE PARK, SHATIN SHATIN K3 000000 HONG KONG 0 0 1 0 Common Stock 8063861 D Pursuant to an Agreement and Plan of Merger dated as of December 21st, 2018 (the "Merger Agreement") entered into by and among the Issuer, WT Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of the Issuer, and CVie Investments Limited (the "Merger Parties"), Merger Sub merged with and into CVie, with CVie becoming the sole surviving entity as a wholly owned subsidiary of the Issuer (the "Merger"). Under the terms of the Merger Agreement, the Issuer issued Common Stock to CVie's former shareholders, at an exchange ratio of 0.3512 share of Common Stock for each share of CVie outstanding shares prior to the Merger, resulting in the issuance of 16,265,060 shares of Common Stock in exchange for the shares of CVie. The Merger closed on December 21, 2018. China Cardiovascular Focus Limited ("CCF"), as a 49.58% owner of CVie prior to the Merger, received 8,063,861 shares of Common Stock in connection with the Merger. CCF beneficially owns 8,063,861 shares of Common Stock. The shares are directly held by CCF and indirectly held by Lee's Pharmaceutical International Limited, which wholly owns CCF. /s/ Ms. Lee Siu Fong 2018-12-26 /s/ Ms. Lee Siu Fong 2018-12-26