Nuo Therapeutics (AURX) director granted and cancels loan-linked warrants

Rhea-AI Filing Summary

Nuo Therapeutics, Inc. director and 10% owner Scott M. Pittman reported several warrant-related transactions tied to a loan agreement. He received new Prepayment Restated, Second Restated, and Interim Warrants, each exercisable at $1.50 per share of common stock.

The filing shows cancellation of previously issued Second and Prepayment Warrants in exchange for the new restated warrants on similar terms under an Amended and Restated Loan and Security Agreement dated May 29, 2026. After these moves, he directly holds Interim Warrants for 17,450 underlying shares, with additional restated and prepayment warrants vesting only if specified funding or prepayment events occur.

Insights

Equity compensation and structured finance analyst

Board-approved restructuring swaps prior warrants for new loan-linked warrants.

The transactions show Scott M. Pittman, a director and 10% owner, cancelling older Second and Prepayment Warrants and receiving new Interim, Restated Second, and Prepayment Restated Warrants at a $1.50 exercise price, all tied to a Loan and Security Agreement.

Footnotes state the new restated warrants have the same terms and exercise price as the cancelled ones, suggesting a structural reset rather than incremental economics. Key conditions include vesting of 17,500 Restated Second Warrants only if a Second Funding occurs by September 30, 2026, and prepayment-related warrants vesting upon a prepayment event by December 31, 2028.

There are no open-market share purchases or sales; activity is limited to derivative grants and cancellations approved by the board and non-employee directors. The actual impact will depend on whether the Second Funding or prepayment events under the loan agreement occur, which would trigger warrant vesting and potential future share issuance.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Pittman Scott M.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Interim Warrant (right to buy)	17,450	$1.50	$26K
Disposition	Second Warrant (right to buy)	36,750	$1.50	$55K
Disposition	Prepayment Warrant (right to buy)	7,516	$1.50	$11K
Grant/Award	Second Restated Warrant (right to buy)	17,500	$1.50	$26K
Grant/Award	Prepayment Restated Warrant (right to buy)	7,333	$1.50	$11K

Holdings After Transaction: Interim Warrant (right to buy) — 17,450 shares (Direct, null); Second Warrant (right to buy) — 0 shares (Direct, null); Prepayment Warrant (right to buy) — 0 shares (Direct, null); Second Restated Warrant (right to buy) — 0 shares (Direct, null); Prepayment Restated Warrant (right to buy) — 0 shares (Direct, null)

Footnotes (1)

1. Represents Origination Interim and Capital Interim Warrants. Transaction approved by Board of Directors of Issuer and Non-Employee Directors Represents Origination Restated Second and Capital Restated Second Warrants. Previously issued Second Warrants cancelled for Second Restated Warrants with same terms, including same exercise price (and cancelled on date when underlying Common Stock traded at lower price than when previously issued), in accordance with the Amended and Restated Loan and Security Agreement dated May 29, 2026 among the Issuer, the Reporting Person, and other parties thereto (the "Loan Agreement"). Previously issued Prepayment Warrants cancelled for Prepayment Restated Warrants with same terms, including same exercise price (and cancelled on date when underlying Common Stock traded at lower price than when previously issued), in accordance with the Loan Agreement. Vesting (if at all) on September 30, 2026 provided a Second Funding occurs in accordance with the Loan Agreement. Represents maximum number of shares issuable (if at all) in the event of a Prepayment in accordance with the Loan Agreement. Vesting (if at all) upon the occurrence of a Prepayment, but no later than December 31, 2028, in accordance with the Loan Agreement.

Key Figures

Prepayment Restated Warrant size: 7,333 underlying shares at $1.50 Second Restated Warrant size: 17,500 underlying shares at $1.50 Interim Warrant size: 17,450 underlying shares at $1.50 +3 more

6 metrics

Prepayment Restated Warrant size 7,333 underlying shares at $1.50 Prepayment Restated Warrant on common stock

Second Restated Warrant size 17,500 underlying shares at $1.50 Second Restated Warrant on common stock

Interim Warrant size 17,450 underlying shares at $1.50 Interim Warrant held directly after transactions

Warrant expiration January 23, 2031 Expiration date for the reported warrants

Second Restated vesting date September 30, 2026 Vesting if Second Funding occurs

Prepayment vesting deadline December 31, 2028 Latest vesting date upon prepayment event

Key Terms

Prepayment Restated Warrant, Second Restated Warrants, Interim Warrant, Amended and Restated Loan and Security Agreement, +2 more

6 terms

Prepayment Restated Warrant financial

"Previously issued Prepayment Warrants cancelled for Prepayment Restated Warrants with same terms"

Second Restated Warrants financial

"Previously issued Second Warrants cancelled for Second Restated Warrants with same terms"

Interim Warrant financial

"Represents Origination Interim and Capital Interim Warrants."

Amended and Restated Loan and Security Agreement financial

"in accordance with the Amended and Restated Loan and Security Agreement dated May 29, 2026"

Second Funding financial

"Vesting (if at all) on September 30, 2026 provided a Second Funding occurs"

Prepayment financial

"Vesting (if at all) upon the occurrence of a Prepayment, but no later than December 31, 2028"

Payment of a loan, mortgage or scheduled obligation earlier than originally agreed, similar to paying off a car or house ahead of schedule to stop future monthly charges. It matters to investors because early repayment alters expected cash flows and interest income — for lenders or bondholders it can mean receiving principal sooner than planned and needing to reinvest at possibly lower rates, and for securities backed by loans it changes timing and amount of returns.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pittman Scott M.

(Last) (First) (Middle)

C/O NUO THERAPEUTICS, INC.

8285 EL RIO, SUITE190

(Street)

HOUSTON TEXAS 77054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Nuo Therapeutics, Inc. [ AURX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Interim Warrant (right to buy)(1)	$1.5	05/29/2026(2)		A		17,450		05/29/2026	01/23/2031	Common Stock	17,450	$1.5	17,450	D
Second Warrant (right to buy)(3)	$1.5	05/29/2026(2)		D(4)			36,750	09/30/2026	01/23/2031	Common Stock	36,750	$1.5	0	D
Prepayment Warrant (right to buy)	$1.5	05/29/2026(2)		D(5)			7,516	01/23/2026	01/23/2031	Common Stock	7,516	$1.5	0	D
Second Restated Warrant (right to buy)	$1.5	05/29/2026(2)		A(4)		17,500		09/30/2026(6)	01/23/2031	Common Stock	17,500	$1.5	0	D
Prepayment Restated Warrant (right to buy)	$1.5	05/29/2026(2)		A(5)		7,333(7)		05/29/2026(8)	01/23/2031	Common Stock	7,333	$1.5	0	D

Explanation of Responses:

1. Represents Origination Interim and Capital Interim Warrants.

2. Transaction approved by Board of Directors of Issuer and Non-Employee Directors

3. Represents Origination Restated Second and Capital Restated Second Warrants.

4. Previously issued Second Warrants cancelled for Second Restated Warrants with same terms, including same exercise price (and cancelled on date when underlying Common Stock traded at lower price than when previously issued), in accordance with the Amended and Restated Loan and Security Agreement dated May 29, 2026 among the Issuer, the Reporting Person, and other parties thereto (the "Loan Agreement").

5. Previously issued Prepayment Warrants cancelled for Prepayment Restated Warrants with same terms, including same exercise price (and cancelled on date when underlying Common Stock traded at lower price than when previously issued), in accordance with the Loan Agreement.

6. Vesting (if at all) on September 30, 2026 provided a Second Funding occurs in accordance with the Loan Agreement.

7. Represents maximum number of shares issuable (if at all) in the event of a Prepayment in accordance with the Loan Agreement.

8. Vesting (if at all) upon the occurrence of a Prepayment, but no later than December 31, 2028, in accordance with the Loan Agreement.

	/s/ David Jorden, attorney-in-fact	06/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Nuo Therapeutics (AURX) report for Scott M. Pittman?

Scott M. Pittman reported grants of Prepayment Restated, Second Restated, and Interim Warrants and cancellations of earlier Second and Prepayment Warrants. All are derivative positions on common stock with a $1.50 exercise price, restructured under an Amended and Restated Loan and Security Agreement.

Did the Nuo Therapeutics (AURX) Form 4 show any open-market stock buying or selling?

The Form 4 shows no open-market stock purchases or sales. All transactions involve derivative securities—warrants—being granted or cancelled, classified as acquisitions (code A) and dispositions to the issuer (code D), rather than regular market trades in common stock.

What are the key terms of Scott Pittman’s new Nuo Therapeutics (AURX) warrants?

The new Prepayment Restated, Second Restated, and Interim Warrants each have a $1.50 per-share exercise price and expire on January 23, 2031. They relate to Nuo Therapeutics common stock and were issued in connection with an Amended and Restated Loan and Security Agreement.

How many Nuo Therapeutics (AURX) shares are covered by the Interim Warrant?

The Interim Warrant covers 17,450 shares of Nuo Therapeutics common stock. It was granted on May 29, 2026 at a $1.50 exercise price per share, with 17,450 derivative units reported as held directly following the transaction.

What conditions affect vesting of the Second Restated and Prepayment Restated Warrants at Nuo Therapeutics (AURX)?

The Second Restated Warrants for 17,500 shares vest, if at all, on September 30, 2026 if a Second Funding occurs under the loan agreement. Prepayment Restated Warrants for 7,333 shares vest upon a prepayment event, but no later than December 31, 2028.

Why were earlier Nuo Therapeutics (AURX) warrants cancelled in this Form 4?

Previously issued Second and Prepayment Warrants were cancelled and replaced with Second Restated and Prepayment Restated Warrants having the same terms and exercise price. Footnotes attribute this to the Amended and Restated Loan and Security Agreement dated May 29, 2026 among the issuer, Pittman, and other parties.