Pittman Scott M. 4

What Happened
Scott M. Pittman, a 10% owner of Nuo Therapeutics (AURX), was granted derivative awards on January 23, 2026 totaling 74,316 shares at an exercise/acquisition price of $1.50 per share (aggregate value $111,474). The grants are derivative in nature (warrants/shares issuable upon certain events) and were approved as part of a Loan and Security Agreement dated January 21, 2026 that the board and non-employee directors approved.

Key Details

• Transaction date: January 23, 2026; filing date: January 26, 2026.
• Instruments and amounts: six derivative grants totaling 74,316 shares at $1.50 each (total = $111,474). Individual tranches: 2,050; 1,333; 26,667; 1,750; 35,000; 7,516 shares.
• Nature: Derivative awards/warrants or shares issuable under the Loan Agreement (not an open-market purchase).
• Vesting/vesting conditions (footnotes):
  • Some awards vest (if at all) on Sept 30, 2026 only if a “Second Funding” occurs per the Loan Agreement (F1).
  • Some awards vest upon a Prepayment event but no later than Dec 31, 2028 (F2).
  • One footnote (F3) shows the maximum shares issuable on Prepayment.
• Shares owned after transaction: not specified in the filing.
• Filing timeliness: report filed Jan 26, 2026 covering the Jan 23, 2026 transaction; the filing does not indicate a late-report code.

Context
These are contingent/derivative awards tied to a financing arrangement (Loan Agreement) rather than a straightforward cash purchase or sale. For retail investors, such grants reflect compensation/consideration related to financing terms and may only convert into common shares if specified funding or prepayment events occur. As a 10% owner, Pittman is a significant shareholder; this transaction is part of corporate financing mechanics rather than routine open-market buying or selling.