Nuo Therapeutics (AURX) director, 10% owner granted complex warrant package

Rhea-AI Filing Summary

Nuo Therapeutics director and 10% owner Scott M. Pittman reported receiving several derivative awards in the form of warrants linked to common stock at an exercise price of $1.5 per share on January 23, 2026. The grants include Commitment Warrants, Origination Initial Warrants, Capital Initial Warrants, Origination Second Warrants, Capital Second Warrants, and Prepayment Warrants, each giving the right to buy Nuo Therapeutics common stock and expiring on January 23, 2031.

Certain Second Warrants will vest, if at all, on September 30, 2026 only if a Second Funding occurs under a Loan and Security Agreement dated January 21, 2026. The Prepayment Warrants will vest, if at all, upon a Prepayment event, but no later than December 31, 2028, and the disclosed amount reflects the maximum number of shares issuable upon such a Prepayment. The company’s Board and non-employee directors approved the loan arrangement and the related warrant and share issuances.

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

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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 TX 77054

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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

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

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

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
Commitment Warrants (right to buy)	$1.5	01/23/2026		A		2,050		01/23/2026	01/23/2031	Common Stock	2,050	$1.5	0	D
Origination Initial Warrants (right to buy)	$1.5	01/23/2026		A		1,333		01/23/2026	01/23/2031	Common Stock	1,333	$1.5	0	D
Capital Initial Warrants (right to buy)	$1.5	01/23/2026		A		26,667		01/23/2026	01/23/2031	Common Stock	26,667	$1.5	0	D
Origination Second Warrants (right to buy)	$1.5	01/23/2026		A		1,750		09/30/2026(1)	01/23/2031	Common Stock	1,750	$1.5	0	D
Capital Second Warrants (right to buy)	$1.5	01/23/2026		A		35,000		09/30/2026(1)	01/23/2031	Common Stock	35,000	$1.5	0	D
Prepayment Warrants (right to buy)	$1.5	01/23/2026		A		7,516		01/23/2026(2)	01/23/2031	Common Stock	7,516(3)	$1.5	0	D

Explanation of Responses:

1. Will vest (if at all) on September 30, 2026 provided a Second Funding occurs in accordance with the Loan and Security Agreement dated January 21, 2026 among the Issuer, the Reporting Person, and other parties thereto (the "Loan Agreement").

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

3. Represents maximum number of shares issuable (if at all) in the event of a Prepayment in accordance with the Loan Agreement. The Board of Directors of Issuer and Non-Employee Directors approved the Loan Agreement and issuance of warrants and shares of Common Stock issuable thereunder

	/s/ David Jorden, attorney-in-fact	01/26/2026
	** Signature of Reporting Person	Date
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FAQ

What did Nuo Therapeutics (AURX) insider Scott M. Pittman report on this Form 4?

The filing shows that Scott M. Pittman, a director and 10% owner of Nuo Therapeutics, received multiple warrant grants giving him the right to buy common stock at an exercise price of $1.5 per share, with various vesting conditions and an expiration date of January 23, 2031.

What types of warrants were granted to Scott M. Pittman by Nuo Therapeutics (AURX)?

He received several categories of derivative securities: Commitment Warrants, Origination Initial Warrants, Capital Initial Warrants, Origination Second Warrants, Capital Second Warrants, and Prepayment Warrants, each representing rights to acquire Nuo Therapeutics common stock.

What is the exercise price and expiration date of the Nuo Therapeutics (AURX) warrants reported?

All reported warrants have an exercise price of $1.5 per share and an expiration date of January 23, 2031, according to the Form 4 details for the derivative securities.

What are the vesting conditions for the Second Warrants reported by Nuo Therapeutics (AURX)?

The Origination Second Warrants and Capital Second Warrants will vest, if at all, on September 30, 2026 provided that a Second Funding occurs under the Loan and Security Agreement dated January 21, 2026 among the issuer, Mr. Pittman, and other parties.

How do the Prepayment Warrants for Nuo Therapeutics (AURX) vest and what do they represent?

The Prepayment Warrants will vest, if at all, upon the occurrence of a Prepayment, but no later than December 31, 2028, under the same Loan and Security Agreement. The reported amount represents the maximum number of shares issuable in the event of such a Prepayment.

Who approved the Nuo Therapeutics (AURX) Loan and Security Agreement and related warrants?

The footnotes state that the Board of Directors of Nuo Therapeutics and its non-employee directors approved the Loan and Security Agreement and the issuance of the warrants and shares of common stock issuable under that agreement.