Nuo Therapeutics, Inc. 8-K

What Happened

• Nuo Therapeutics, Inc. (AURX) announced an Amended and Restated Loan and Security Agreement dated May 29, 2026 that increases lender commitments to an aggregate principal of up to $2.0 million. The company previously received $1,000,000 on Jan 23, 2026, received an interim funding of $675,000 on May 29, 2026, and may draw a contingent Second Funding of $325,000 on Sept 30, 2026 if requested and conditions are met.
• The company issued secured promissory notes bearing 12% annual interest (Initial Notes were increased from 10% to 12%), maturing Dec 31, 2028. Interest will be paid in warrants (not cash) at maturity (or earlier upon certain prepayments). Principal is interest-only through Dec 31, 2026, then payable in equal quarterly cash installments beginning Mar 31, 2027. The notes are secured by a lien on all company assets, including intellectual property.

Key Details

• Total potential loan: up to $2,000,000 (1,000,000 funded Jan 23, 2026; 675,000 funded May 29, 2026; 325,000 contingent Sept 30, 2026).
• Interest: 12% per year; payable in Interest Warrants; Interest Warrants for maximum funding could equal up to 303,667 shares (exercise price $1.50, expiration Jan 23, 2031).
• Insider participation: Lenders include director and >10% owner Scott M. Pittman and >5% owner Paul A. Jacobs. Pittman funded $200,000 (Initial) + $100,000 (Interim) and committed $100,000 (Second, if any). Jacobs funded $300,000 (Initial) + $400,000 (Interim).
• Prepayment and trigger fees: voluntary/mandatory prepayments (including an equity financing ≥ $5M or change in control) require payment of outstanding principal and accrued interest plus a prepayment fee (payable in Prepayment Restated Warrants) — fee ranges: 2.75% (before 12/31/2026), 1.5% (12/31/2026–12/31/2027), none thereafter. Default triggers a 2.75% fee.

Why It Matters

• This filing creates a new secured financing arrangement that provides near-term working capital (675K funded May 29) and access to an additional $325K if needed. For investors, the deal increases near-term liquidity but also increases secured debt on the company’s balance sheet and dilutive potential from multiple classes of warrants issued or issuable (aggregate interim warrants exercisable for 120,125 shares; additional contingent and prepayment warrants and up to 303,667 shares of interest warrants).
• Related-party participation (a board member and other significant shareholders as lenders) is material: it signals insider support but also concentrates creditor rights with insiders. The warrants’ $1.50 exercise price and five-year term (exp. Jan 23, 2031) create future dilution potential depending on stock performance and whether interest/prepayment or second funding events occur.

(Note: The filing also reflects creation of a direct financial obligation and unregistered sales of the warrants in reliance on Section 4(a)(2) of the Securities Act.)