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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 1
to
FORM 10-K/A
 
(Mark One)
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the fiscal year ended December 31, 2022
 
or
 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the transition period from _______________ to _______________
 
Commission file number 000-28443
--12-31FY2022
 
aurx20230417_10kaimg001.jpg
 
NUO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
23-3011702
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
8285 El Rio, Suite 190
Houston, TX 77054
(Address of principal executive offices) (Zip Code)
 
(346) 396-4770
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Exchange Act: None
 
Securities registered pursuant to Section 12(g) of the Exchange Act:
 
Common Stock, $0.0001 par value
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   
Yes   ☐   No   ☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   
Yes   ☐   No   ☒
 
 

 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes   ☒   No   ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes   ☒   No   ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company 
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit. 
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes      No   ☒
 
The aggregate market value of voting common equity held by non-affiliates of the registrant, computed by reference to the closing price as reported on the OTC Markets Group for the registrant’s common stock, as of June 30, 2022, the last business day of the registrant’s second fiscal quarter of 2022 was approximately $17.8 million. There were no shares of non-voting common equity outstanding as of June 30, 2022.
 
As of April 10, 2023, the number of shares outstanding of the registrant’s common stock was 41,799,016.
 
 
DOCUMENTS INCORPORATED BY REFERENCE
 
None.
 
 

 
EXPLANATORY NOTE
 
This Amendment No. 1 to Form 10-K (the “Amendment”) is being filed solely to correct typographical errors in the year of the signature dates of the officer and directors in the original Form 10-K dated April 14, 2023 and as filed April 17, 2023 (the “Form 10-K”). In addition, this Amendment also includes Item 15 to hyperlink new certifications from the registrant’s principal executive and principal financial officer pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended. All other Items in the Form 10-K remain unchanged.
 
 

 
 
ITEM 15. Exhibits and Financial Statement Schedules
 
 
(a)(1)
 
Financial Statements
 
See the Index to Consolidated Financial Statements at page F-1 of the Form 10-K.
 
Auditor Name: Marcum LLP    Auditor Firm ID: 688    Auditor Location: Houston, Texas
   
(a)(2) Financial Statement Schedules
   
  Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included in our consolidated financial statements or the related footnotes.
   
(a)(3)
Exhibits
 
 
Number
 
Exhibit Table
3.1
 
Second Amended and Restated Certificate of Incorporation of Nuo Therapeutics, Inc. (previously filed on May 10, 2016 as Exhibit 3.1 to the registrant’s Registration Statement on Form 8-A and incorporated by reference herein)
3.2
 
Certificate of Designation of Series A Preferred Stock of Nuo Therapeutics, Inc. (previously filed on May 10, 2016 as Exhibit 3.3 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
3.3
 
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nuo Therapeutics, Inc. (previously filed on September 5, 2018 as Exhibit 3.1 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
3.4
 
Amended and Restated By-Laws of Nuo Therapeutics, Inc. (previously filed on May 10, 2016 as Exhibit 3.2 to the registrant’s Registration Statement on Form 8-A and incorporated by reference herein)
4.1
 
First Warrant issued September 12, 2022 (previously filed on August 30, 2022 as Exhibit 4.1 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
4.2
 
Second Warrant issued September 12, 2022 (previously filed on August 30, 2022 as Exhibit 4.2 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
4.3
 
Form of Contingent Warrant (previously filed on August 30, 2022 as Exhibit 4.3 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
4.4
 
Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (previously filed on April 15, 2022 as Exhibit 4.1 to the registrants Annual Report on Form 10-K and incorporated by reference herein)
10.1
 
Common Stock and Warrant Purchase Agreement between the Registrant and Pacific Medical, Inc., dated August 24, 2022 (previously filed on August 30, 2022 as Exhibit 10.1 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
10.2
 
Employment Agreement between David Jorden and Nuo Therapeutics, Inc. dated May 9, 2022 (previously filed on May 16, 2022 as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and incorporated by reference herein)*
10.3
 
Employment Agreement between Peter Clausen and Nuo Therapeutics, Inc. dated May 9, 2022 (previously filed on May 16, 2022 as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and incorporated by reference herein)*
10.4
 
2016 Omnibus Incentive Compensation Plan, as amended and restated (previously filed on April 15, 2022 as Exhibit 10.22 to the registrants Annual Report on Form 10-K and incorporated by reference herein)*
10.5
 
Form of Option Award under the 2016 Omnibus Incentive Compensation Plan, as amended and restated (previously filed on April 17, 2023 as Exhibit 10.5 to the registrants Annual Report on Form 10-K)*
10.6
 
Form of Indemnification Agreement (previously filed on November 13, 2014, as Exhibit 10.19 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 and incorporated by reference herein)*
21
 
Subsidiaries of the Company (previously filed on April 15, 2022 as Exhibit 21 to the registrants Annual Report on Form 10-K and incorporated by reference herein)
31 
 
Certification of Principal Executive and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 
 
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
 
Inline XBRL Instance Document
101.SCH
 
Inline XBRL Taxonomy Extension Schema Document
101.CAL
 
Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF
 
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
*
Indicates a management contract or compensatory plan or arrangement.
 
 

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
NUO THERAPEUTICS, INC.
     
Date: April 14, 2023
 
By:
/s/ David E. Jorden
     
David E. Jorden
     
Chief Executive and Chief Financial Officer and Director
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Date: April 14, 2023
 
/s/ David E. Jorden
   
David E. Jorden
   
Chief Executive and Chief Financial Officer and Director
   
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
     
Date: April 14, 2023
 
/s/ Paul D. Mintz
   
Paul D. Mintz
   
Director
     
Date: April 14, 2023
 
/s/ C. Eric Winzer
   
C. Eric Winzer
   
Director
     
Date: April 14, 2023
 
/s/ Scott M. Pittman
   
Scott M. Pittman
   
Director