[8-K] Nuo Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Nuo Therapeutics, Inc. reported two governance actions: the board approved salary increases for its top executives and set the date for the 2025 Annual Meeting of Stockholders. Effective October 1, 2025, the salary for Chief Executive and Financial Officer David E. Jorden is $325,000 and the salary for Chief Scientific and Operating Officer Peter A. Clausen is $290,000. The board said the Committee considered an improvement in the company’s business and financial condition in 2025 when approving the increases.

The board fixed the Annual Meeting to be held at the company’s principal executive office on December 16, 2025. Stockholder proposals and director nominations for inclusion in the proxy materials must be received by the company’s Secretary by the close of business on October 20, 2025 and must comply with the company’s By-Laws and SEC rules.

Positive

• Board approved clear compensation increases for key executives effective October 1, 2025 reflecting improved results
• Board scheduled the 2025 Annual Meeting on December 16, 2025 and provided a firm proxy inclusion deadline of October 20, 2025

Negative

• None.

Insights

Compensation & Finance Analyst

Salary increases reflect management pay adjustments tied to improved 2025 results.

The Committee approved raises effective October 1, 2025, setting the CEO/CFO salary at $325,000 and the CSO/COO at $290,000. This directly increases recurring cash compensation expense beginning in the fourth quarter of 2025, which will modestly raise operating payroll costs relative to prior periods.

Key dependencies include sustained business and financial improvement cited by the Committee; if those trends reverse, further adjustments could follow. Monitor upcoming quarterly filings for confirmed expense recognition and any commentary on compensation philosophy over the next 12 months.

Corporate Governance Advisor

Board set an in-person Annual Meeting date and a clear deadline for shareholder proposals.

The Annual Meeting is scheduled for December 16, 2025 at the company’s Houston office, and the company set an inclusion deadline of October 20, 2025 for proxy materials. That provides a defined timeline for shareholders seeking to nominate directors or submit proposals under the By-Laws and SEC rules.

Shareholders should ensure proposals are timely and meet procedural requirements; the company will file a notice and proxy statement at least 40 days before the meeting. Expect the proxy statement filing to disclose further governance and compensation details within the next 6–8 weeks.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 7, 2025

Nuo Therapeutics, Inc.

(Exact name of Registrant as Specified in Charter)

Delaware	000-28443	23-3011702
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

8285 El Rio, Suite 190, Houston, Texas 77054

(Address of Principal Executive Offices) (Zip Code)

(346) 396-4770

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 7, 2025, the Board of Directors of Nuo Therapeutics, Inc. (the “Company”) and its Compensation, Nominating and Governance Committee (the “Committee”) approved an increase in the salaries of David E. Jorden, Chief Executive and Financial Officer of the Company, and Peter A. Clausen, Chief Scientific and Operating Officer of the Company. Effective as of October 1, 2025 (the beginning of fourth quarter of 2025), the salary of Mr. Jorden is $325,000 and the salary of Mr. Clausen is $290,000. In approving the salary increases, the Committee considered, among other factors, the improvement in the Company’s business and financial condition in 2025 compared to prior years.

Item 5.08 Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01 Other Events.

On October 7, 2025, the Board of Directors of Nuo Therapeutics, Inc. (the “Company”) determined that the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be held at the Company’s principal executive office at 8285 El Rio, Suite 190, Houston, Texas on December 16, 2025, or as otherwise set forth in the Company’s notice and proxy statement for the Annual Meeting to be filed no less than 40 days prior to the Annual Meeting.

Stockholders of the Company who wish to have a proposal, including nominations of persons for election to the Board of Directors, considered for inclusion in the Company’s proxy materials for the Annual Meeting must ensure that such proposal is received by, on or before the close of business on October 20, 2025, which date the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials, and which complies with the requirements of the Amended and Restated By-Laws of the Company (the “By-Laws”). To be eligible for inclusion in the proxy materials for the Annual Meeting, any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission and in the By-Laws. Proposals and notices must be in writing and received by the Company’s Secretary, David Jorden, addressed to: Nuo Therapeutics, Inc. Board of Directors, Attn: Secretary, 8285 El Rio, Suite 190, Houston, Texas 77054. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Nuo Therapeutics, Inc.
	By:	/s/ David E. Jorden
		David E. Jorden
		Chief Executive and Chief Financial Officer
Date: October 10, 2025

FAQ

What salary changes did Nuo Therapeutics (AURX) announce?

The company set the salary of CEO/CFO David E. Jorden at $325,000 and CSO/COO Peter A. Clausen at $290,000, effective October 1, 2025.

When and where is the Nuo Therapeutics (AURX) 2025 Annual Meeting?

The Annual Meeting is scheduled for December 16, 2025 at the company’s principal executive office in Houston, Texas.

What is the deadline to submit proposals or nominations for the AURX proxy materials?

Proposals and nominations must be received by the company’s Secretary by the close of business on October 20, 2025 and comply with the By-Laws and SEC rules.

Who should shareholders contact to submit a proposal for the AURX Annual Meeting?

Proposals and notices must be in writing and sent to the company’s Secretary, David Jorden, at the company address: 8285 El Rio, Suite 190, Houston, Texas 77054.

Did the company state why executive salaries were increased?

Yes, the Committee said it considered an improvement in the company’s business and financial condition in 2025 when approving the increases.