UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the fiscal year ended December 31, 2023~~

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the transition period from _______________ to _______________~~

For the transition period from _______________ to _______________

Commission file number 000-28443

NUO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		23-3011702
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8285 El Rio, Suite 190

Houston, TX 77054

(Address of principal executive offices) (Zip Code)

(346) 396-4770

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The aggregate market value of voting common equity held by non-affiliates of the registrant, computed by reference to the closing price as reported on the OTC Markets Group for the registrant’s common stock, as of June 3028, ~~2023~~2024, the last business day of the registrant’s second fiscal quarter of ~~2023~~2024 was approximately $3510.9 0 million.

As of ~~April~~March 1528, ~~2024~~ 2025, the number of shares outstanding of the registrant’s common stock was 4446,~~241~~816,~~516~~114.

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NUO THERAPEUTICS, INC.

TABLE OF CONTENTS

Special Note Regarding Forward-Looking Statements Trademarks PART I 1 ITEM 1. Business 1 ITEM 1A. Risk Factors 78 ITEM 1B. Unresolved Staff Comments 1517 ITEM 1C. Cybersecurity 1517 ITEM 2. Properties 1517 ITEM 3. Legal Proceedings 1517 ITEM 4. Mine Safety Disclosures 1517 PART II 1618 ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 1618 ITEM 6. [Reserved] 1618 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1719 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 2022 ITEM 8. Financial Statements and Supplementary Data 2022 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 2022 ITEM 9A. Controls and Procedures 2022 ITEM 9B. Other Information 2124 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 2124 PART III 2225 ITEM 10. Directors, Executive Officers and Corporate Governance 2225 ITEM 11. Executive Compensation 2427 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 2529 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 2731 ITEM 14. Principal Accounting Fees and Services 2831 PART IV 2932 ITEM 15. Exhibits and Financial Statement Schedules 2932 ITEM 16. Form 10-K Summary 2932

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Special Note Regarding Forward-Looking Statements

Certain statements, other than purely historical information, in this Annual Report on Form 10-K (this "Annual Report") including the section titled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) constitute “forward-looking statements”. Forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “will be,” “will continue,” “will likely result,” “could,” “may” and words of similar import. These statements reflect the Company’s current view of future events and are subject to certain risks and uncertainties as noted in this Annual Report and in other reports filed by us with the Securities and Exchange Commission (the “SEC”), including Forms 8-K and 10-Q. These risks and uncertainties include, among others, the following:

● our limited revenue base and sources of working capital; ● our limited operating experience; ● our ability to continue as a going concern; ● the dilutive impact of raising additional equity or debt; ● our ability to timely and accurately report our financial results and prevent fraud if we are unable to maintain effective disclosure and internal controls; ● acceptance of our product by the medical community and patients; ● our ability to obtain adequate reimbursement from third-party payors; ● our ability to contract with healthcare providers; ● our reliance on several single source suppliers and our ability to source raw materials at affordable costs; ● our ability to protect our intellectual property; ● our compliance with governmental regulations; ● our ability to successfully sell and market the Aurix System; ● our ability to attract and retain key personnel, including both of our executive officers; ● our ability to perform under and realize sales and related benefits from our Distribution Agreement with Smith+Nephew as well as its ability to market and sell its private label Aurix product; ● the fees, minimum purchase commitments, and expenses and costs associated with our Distribution Agreement with Smith+Nephew; ● the impact of and our ability to undertake any license of our Aurix product, or receive and negotiate a business combination offer, due to the binding notification and negotiation rights we have provided to Smith+Nephew; and ● our ability to successfully pursue strategic collaborations to help develop, support, or commercialize our current and future products.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements.

In addition to the risks identified under the heading “Item 1A. Risk Factors” in this Annual Report and the other filings referenced above, other sections of this report may include additional factors which could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business, or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

The Company undertakes no obligation and does not intend to update, revise or otherwise publicly release any revisions to its forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events.

Trademarks

The Company owns or has rights to various copyrights, trademarks and trade names used in its business, including, but not limited to, Aurix®. This Annual Report also includes discussions of or references to other trademarks, service marks, and trade names of other companies, including, but not limited to, the Angel Whole Blood Separation System®. Other trademarks and trade names appearing in this Annual Report are the property of the holder of such trademarks and trade names.

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PART I

ITEM 1. Business

Corporate Overview

Nuo Therapeutics, Inc. is a Delaware corporation organized in 1998 under the name Informatix Holdings, Inc. In 1999, Autologous Wound Therapy, Inc., an Arkansas Corporation, merged with and into Informatix Holdings, Inc. and the name of the surviving corporation was changed to Autologous Wound Therapy, Inc. In 2000, Autologous Wound Therapy, Inc. changed its name to Cytomedix, Inc. (“Cytomedix”). In 2001, Cytomedix, filed for bankruptcy, from which it emerged in 2002 under a Plan of Reorganization. In September 2007, Cytomedix received 510(k) clearance for the Aurix System (“Aurix”), formerly known as the AutoloGel™ System, from the U. S. Food and Drug Administration (“FDA”). In April 2010, Cytomedix acquired the Angel Whole Blood Separation System from Sorin Group USA, Inc. In February 2012, Cytomedix, acquired Aldagen, Inc. (“Aldagen”), a privately held developmental cell-therapy company located in Durham, NC. In 2014, Cytomedix changed its name to Nuo Therapeutics, Inc. In 2016, Nuo filed for and emerged from bankruptcy under Chapter 11. Effective May 1, 2019, Nuo furloughed its remaining employees and ceased standard operational activities as it awaited developments concerning its reconsideration request with the Centers for Medicare & Medicaid Services (“CMS”) regarding Medicare coverage for Aurix. Based on a favorable National Coverage Determination (“NCD”) issued in April 2021, Nuo initiated restart activities for the business beginning in October 2021. Aldagen is a non-operational, wholly owned subsidiary of Nuo. Our principal offices are presently located in Houston, Texas.

~~Our~~In ~~Business~~September 2007, Cytomedix received Section 510(k) clearance from the U. S. Food and Drug Administration (“FDA”) for the AutoloGel™ System, now known as the Aurix System (“Aurix”), for processing peripheral blood into an autologous platelet rich plasma ("PRP") for wound management .

In 2010, Cytomedix acquired the Angel Whole Blood Separation System from Sorin Group USA, Inc. In 2012, Cytomedix, acquired Aldagen, Inc. (“Aldagen”), a privately held developmental cell-therapy company. Aldagen remains a non-operational, wholly owned subsidiary of the Company.

In 2014, Cytomedix changed its name to Nuo Therapeutics, Inc. In 2016, the Company filed for and emerged from bankruptcy under Chapter 11. Effective May 1, 2019, the Company furloughed its remaining employees and ceased standard operational activities as it awaited developments concerning its reconsideration request with the Centers for Medicare & Medicaid Services (“CMS”) regarding Medicare coverage for Aurix.

In April 2021, CMS issued a favorable National Coverage Determination (“NCD”) for autologous PRP products and the Company restarted business activities in October 2021. The Company's principal offices are located in Houston, Texas.

Our Business and Product

We are a regenerative therapies company focused on developing and marketing products for chronic wound care primarily within the U.S. We commercialize innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (i.e., from self, the patient’s own) biological therapies for tissue repair and regeneration is part of a clinical strategy designed to improve long-term recovery in inherently complex chronic conditions with significant unmet medical needs.

Our current commercial offering consists of a point of care technology for the ~~safe and effective~~ separation of autologous blood to produce a platelet-based therapy for use in the chronic wound care market. This offering is known as “Aurix” or the “Aurix System”. The FDA cleared the Aurix System for marketing in 2007 as a device under Section 510(k) of the Federal Food, Drug, and Cosmetic Act (“FDCA”). Aurix is one of ~~two~~ three platelet derived products cleared by the FDA for chronic wound care use and iscan ~~indicated~~be used for most exuding wounds. The advanced wound care market, within which Aurix competes, is composed of advanced wound care dressings, wound care devices, and wound care biologics, and is estimated to be an ~~approximate~~approximately $10.8 billion global market in 2021 with the North American market estimated at approximately $4.15 billion in 2020. Estimates remain that 1-2% of the population in the developed countries will suffer from a chronic wound at least once in their lifetime. According to the National Institute of Health, treatment of diabetic foot ulcers cost an estimated $9-$13 billion annually in the U.S. alone. An aging population and the still increasing prevalence of diabetes suggests a continued increase in the patient population at risk of developing chronic, non-healing wounds.

The Aurix System produces a platelet rich plasma (“PRP”) gel at the point of care using the patient’s own platelets and plasma sourced from a small draw of peripheral blood. The Aurix PRP comprises a natural, endogenous complement of protein and non-protein signal molecules that are believed to contribute to effective healing. During treatment, the patient’s platelets are activated and release hundreds of growth factor proteins and other signaling molecules that form a biologically active hematogel. Aurix delivers concentrations of the natural complement of cytokines, growth factors and chemokines that are known to regulate angiogenesis (i.e., the development of new blood vessels), cell growth, and the formation of new tissue. Once applied to the prepared wound bed, the biologically active Aurix hematogel ~~can~~is ~~restore~~thought to work by restoring the balance in the wound environment to transform a non-healing wound to a wound that heals naturally.

In 2012, a Medicare National Coverage Determination (“NCD”) from CMS reversed a twenty-year old non-coverage decision for autologous blood derived products used in wound care. This NCD allowed for Medicare coverage under the Coverage with Evidence Development (“CED”) program. CED programs have been employed for a selected number variety of other therapies, including transcatheter aortic valve repair and cochlear implantation. Under the CED program, CMS provides reimbursement for items or services on the condition that they be furnished in approved clinical protocols or in the collection of additional clinical data. Under the CED program, a facility treating a patient with Aurix was reimbursed by Medicare when health outcomes data were collected to inform future coverage decisions. The intent of the CED program was to evaluate the outcomes of Aurix therapy for the broader Medicare population when it is used in a “real world” continuum of care.

OnIn May ~~17,~~ 2019, we transmitted a letter memorandum to CMS’ Coverage and Analysis Group (“CAG”) in support of our ~~complete~~completed formal request for reconsideration of the then existing national coverage determination based on the clinical data collected and published under the CED program. The ~~complete~~completed formal public request for reconsideration was made on May 8, 2019 ~~in accordance with the applicable requirements~~.

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OnIn April ~~13,~~ 2021, CMS issued a final coverage decision memo indicating that Medicare would nationally cover autologous PRP for the treatment of chronic non-healing diabetic wounds for individual patients' care for a duration of 20 weeks under Section 1862(a)(1)(A) of the Social Security Act. This coverage applies when using devices whose FDA-cleared indications include the management of exuding cutaneous wounds, such as diabetic ulcers. Coverage of autologous PRP beyond 20 weeks for diabetic foot ulcers and for the treatment of all other chronic, non-diabetic, non-healing wounds will be determined by local Medicare Administrative Contractors ("MACs").

Although FDA cleared the Aurix System for marketing for wound care management in 2007 under Section 510(k) of the FDCA, CMS only established economically viable reimbursement for the product beginning in 2016. For ~~2022~~2025, the CMS national average reimbursement rate for the Aurix System is $1,~~749~~ 829 per treatment in place of service ("POS") 22 (hospital outpatient departments), which we believe provides appropriate payment to facilities for product usage. The WeCompany ~~will~~also ~~market~~submitted public comments to CMS as part of its annual rule-making procedures under the ~~Aurix~~Physician ~~System~~Fee atSchedule an("PFS") ~~approximate~~for ~~cost~~payments to clinicians in primarily POS 11 (physician offices). In November 2024, CMS issued its final PFS for calendar 2025 and established a national average payment of $~~800~~890. In ~~per~~response ~~treatment~~ to ~~wound~~this ~~care~~final ~~providers~~rule which inremoved the ~~hospital~~payment ~~outpatient~~amount discretion from the MACs within POS 11, the Aurix System became economically viable within the physician office care setting effective January 1, 2025.

Our Strategy and Market

Our current commercial focus is ~~establishing~~to ~~engagement~~continue engaging and establishing relationships with providers treating chronic non-healing wounds to demonstrate the clinical benefits we believe result from the use of Aurix in the treatment of complex wounds. Increasing physician awareness of the differentiating attributes of Aurix will be key to establishing a base of product revenues upon which to grow. We anticipate developing these relationships with clinical providers and treatment facilities primarily by establishing a variety of distributor and sales agent arrangements throughout the United States and internationally. Our commercial team consists of five senior employees who are leveraging their current and historical relationships to establish ~~distributor~~additional ~~arrangements. As of December 31, 2023, we had established contractual relationships with more than 200 individual distributor representatives including. a multi~~third-state agreement with Pacific Medical, Inc. covering multiple large markets in the western United States. The number of distributor representatives may continue to expand modestly in the months ahead, but the currentparty ~~focus is establishing commercial customer relationships with wound~~sales care providers in primarily hospital outpatient wound care clinics and ensuring that the reimbursement mechanisms are appropriately administered by the local Medicare Administrative Contractors in support of the April 2021 NCDarrangements.

~~Commercially~~Following the restart of our business activities in October 2021, commercially available Aurix product was first available in ~~late~~ May 2022 for demonstration and evaluation purposes. Through a growing sales ~~distributor~~agent network, Aurix is presently being evaluated by various hospital~~/facility~~ Value Analysis Committees (VACs) as part of the process of approving its clinical use. ~~Limited~~While limited initial commercial revenues were recorded during the second half of 2022, revenues increased to approximately $~~610~~609,000 in 2023 and further increased to approximately $1,365,000 in 2024, and we expect revenues towill ~~exhibit~~continue ~~continued~~growing ~~growth~~ in ~~future~~the ~~periods~~future.

As of December 31, 2024, we had established contractual relationships with more than 200 third-party entity and individual representatives including a multi-state agreement with Pacific Medical, Inc. covering multiple large markets in the western United States. The ~~Science~~number ~~Underlying~~of sales ~~Aurix/Platelet~~agent ~~Rich~~representatives ~~Plasma~~may continue to expand modestly in the months ahead, but the current focus is establishing commercial customer relationships with wound care providers in primarily hospital outpatient wound care clinics and ensuring that the reimbursement mechanisms are appropriately administered by the local Medicare Administrative Contractors in support of the April 2021 NCD.

Distribution Agreement with Smith+Nephew

On March 31, 2025, we entered into a Distribution Agreement (the “Distribution Agreement”) with a U.S. affiliate of Smith & Nephew PLC (“Smith+Nephew”), a global medical technology company. Under the Distribution Agreement, we will supply to Smith+Nephew its own private label of our Aurix product. Although Smith+Nephew will be the sole and exclusive distributor in the United States of a private label Aurix product (the “Private Label product”), we have the ability and will continue to market, distribute, and sell our own Aurix branded product.

Under the Distribution Agreement, Smith+Nephew will purchase Private Label product from us from time to time at agreed upon transfer pricing and we shall manufacture, package, and ship the Private Label product to Smith+Nephew’s customers in accordance with purchase orders and the Distribution Agreement. During the initial term of the Distribution Agreement commencing on the date of first sale by Smith+Nephew, minimum annual purchase commitments will apply to Smith+Nephew of an average of approximately $500,000 per year for Smith+Nephew to maintain exclusive distribution rights.

The Distribution Agreement is for an initial term of five years and is renewable for additional two-year terms subject to earlier termination in accordance with the terms and conditions of the agreement. Although the Distribution Agreement is exclusive to Smith+Nephew in the United States, we are entitled to maintain our existing distributors and increase our sales agent network for the Aurix product. The Distribution Agreement also contains other standard and negotiated terms and conditions including non-solicitation of each party’s customers based on identified customer lists, and liability and indemnity clauses.

The description above of the Distribution Agreement is qualified by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Annual Report and incorporated herein.

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The Science Underlying Aurix and Platelet Rich Plasma

Normal Wound Healing

The science underlying wound healing is well-established. An immediate early event critical for wound healing is the influx of platelets to the wound site. Platelets bind to elements within damaged tissue such as collagen fragments and endogenous thrombin molecules and are activated to release a diversity of growth factors and other biomolecules from their alpha and dense granules (Reed 2000, Nieswandt, 2003). These biomolecules provide signals essential for biological responses regulating hemostasis and effective tissue regeneration.

Chronic Wounds

Dysregulation of ~~numerous~~ cellular and biological responses contribute to the chronic wound phenotype. Chronic wounds have reduced levels of growth factors and concomitant decreases in cellular proliferation (Mast 1996). There is increased cellular senescence (Telgenhoff 2005), and there generally is a lack of perfusion that can inhibit the delivery of nutrients and cells required for regeneration (Guo 2010). As the body attempts to stave off infection, elevated concentrations of free radicals accumulate in the chronic wound and further damage surrounding tissue (Moseley 2004, James 2003).

Aurix Therapy

Aurix has been cleared by FDA asfor ~~safe and effective~~ marketing with an indication for wound management including such chronic wounds ~~such~~ as leg ulcers, pressure ulcers, and diabetic ulcers and other exuding wounds such as mechanically or surgically debrided wounds. The Aurix therapeutic is formed by mixing a sample of a patient’s platelets and plasma with pharmaceutical grade thrombin and ascorbic acid. The thrombin activates platelets while ascorbic acid drives the synthesis of high tensile strength collagen, clears damaging free radicals and controls gel consistency. The topical dermal application of Aurix gel bypasses the lack of local perfusion to provide immediate signals for new tissue formation and ultimately healing.

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The Efficacy of Aurix Relates to Biological Activity Released by Platelets

Regenerative Capacity

More than 300 proteins are released by human platelets in response to thrombin activation (Coppinger 2004). Important examples include vascular endothelial cell growth factor (“VEGF”), platelet derived growth factor (“PDGF”), epidermal growth factor (“EGF”), fibroblast growth factor (“FGF”) and transforming growth factor-beta (“TGF-B”) (Eppley 2004, Everts 2006). These proteins are critical for organized wound healing, regulating responses such as vascularization, cell proliferation, cell differentiation, and deposition of new extracellular matrix (Goldman 2004). Platelets also release chemokines such as Interleukin-8 (“IL-8”), stromal cell derived factor-1 (“SDF-1”), and platelet factor-4 (“PF-4”) (Chatterjee 2011, Gear 2003) that control the mobilization and migration of stem cells and fibroblasts (Werner 2003 and Gillitzer 2001), which contribute to tissue regeneration.

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Anti-infective Activity

~~Populations~~The of bioburden population in chronic wounds ~~vary~~ varies over time and wounds invariably retain or become re-infected with some level of bacteria that is detrimental to healing (Howell-Jones 2005). In addition to regenerative capacity, platelets release anti-microbial peptides effective against a broad range of pathogens including Methicillin Resistant Staphylococcus Aureus (“MRSA”) (Moojen 2007, Jia 2010, Tang 2002, Bielecki 2007).

Clinical Efficacy

Multiple efficacy and effectiveness studies have been published in peer reviewed journals documenting the impact of using Aurix to treat chronic wounds., ~~Key~~available ~~data~~as ~~include~~part of the reconsideration review by CMS in establishing the NCD, including the following:

●

In the published study of the clinical data collected during the CED program for diabetic foot ulcers, Aurix demonstrated a significant time to heal advantage compared to wounds treated with usual and customary care (including any available advanced therapy). A higher percentage of healing was observed across all wound severities (Wagner Grade 1-4) and in a patient population with significant comorbidities. (Gude W, Hagan D, Abood F, Clausen P: Aurix Gel is an Effective Intervention for Chronic Diabetic Foot Ulcers: A Pragmatic Randomized Controlled Trial. Advances in Skin and Wound Care, 2019; 32(9): 416-426.)

●

In a double blinded randomized controlled trial, 81% of the most common-sized diabetic foot ulcers healed with Aurix compared with 42% of control wounds. Mean time to healing was six weeks. (Driver V, Hanft J, Fylling, C et al.: A Prospective, Randomized, Controlled Trial of Autologous Platelet-Rich Plasma Gel for the Treatment of Diabetic Foot Ulcers. Ostomy Wound Management, 2006; 52(6): 68-87.)

●

In 285 chronic wounds in 200 patients, 96.5% of the wounds had a positive response within an average of 2.2 weeks with an average of 2.8 Aurix treatments (de Leon J, Driver VR, Fylling CP, Carter MJ, Anderson C, Wilson J, et al.: The Clinical Relevance of Treating Chronic Wounds with an Enhanced Near-physiological Concentration of Platelet-Rich Plasma (PRP) Gel. Advances in Skin and Wound Care, 2011; 24(8), 357-368.)

●

In a retrospective, longitudinal study of 40 Wagner grade II through IV diabetic foot ulcers, most with critical limb ischemia, wounds increased in size in the approximate 100 days prior to the initiation of comprehensive wound care treatment. Upon treatment with debridement, revascularization, antibiotics and off-loading, the wounds continued to increase in size over a subsequent 75-day period. Once they were then treated with Aurix, the wounds immediately changed healing trajectory and 83% of the wounds healed with an average of 6.1 Aurix treatments per wound (Sakata, J., Sasaki, S., Handa, K., et al. A Retrospective, Longitudinal Study to Evaluate Healing Lower Extremity Wounds in Patients with Diabetes Mellitus and Ischemia Using Standard Protocols of Care and Platelet-Rich Plasma Gel in a Japanese Wound Care Program. Ostomy Wound Management, 2012; 58(4):36-49.)

Customer Concentration

Our revenues are derived from the sale of the Aurix product to customers consisting primarily of ~~primarily~~ hospital outpatient wound care clinics and other private practice physicians treating chronic wounds. The Aurix product became commercially available for sale again in mid-2022 with limited revenues generated during the balance of the year ended December 31, 2022. Product revenues increased to approximately $~~610~~1,365,000 for the year ended December 31, 2024 versus approximately $609,000 for the year ended December 31, 2023.

Licenses and Intellectual Property Rights

Nuo relies on a combination of trademarks, trade secrets, copyright laws as well as confidentiality agreements, contractual provisions, and other similar measures, to establish and protect its business interests.

Government Regulation

Government authorities in the U.S., Canada, the European Union, and other countries extensively regulate pharmaceutical products, biologics, and medical devices. The Company’s products and product candidates are subject to approval or clearance by the governing bodies prior to and during the marketing and distribution of a product. Regulatory requirements apply to, but are not limited to, research and development, safety and efficacy, clinical studies, manufacturing, labeling, distribution, advertising and marketing, and the import and export of products. Before a product candidate is cleared or approved by the governing bodies for commercial marketing, rigorous preclinical and human clinical testing may be necessary to determine the safety and efficacy or effectiveness of the product. If the Company fails to comply with the applicable laws and regulations at any time during the product development process, approval, or clearance process, or during commercialization, it may become subject to administrative ~~and/~~penalties, injunction or ~~judicial~~criminal ~~sanctions~~prosecution. These sanctions may include, but are not limited to, refusal to approve or clear pending applications, withdrawals of approvals, clinical holds, warning letters, product recalls, product seizures, total or partial suspension of the Company’s operations, injunctions, fines, civil penalties and/or criminal prosecution. Any enforcement action could have a material adverse effect on the Company.

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Medical Device Regulation

The Company reinitiated manufacture and available commercial distribution of the Aurix System in May 2022. As such, this and future products manufactured and/or distributed by the Company may be subject to regulations by the applicable governing bodies, including but not limited to, the FDA, Health Canada, the European Medicines Agency, the Japanese Ministry of Health & Welfare, and other regulatory agencies. The Company currently has no meaningful business development initiatives outside of the U.S. Each of the foreign governing bodies noted above serves a ~~similar~~ comparable function as the FDA. As such, the Company and its products and product candidates are subject to the regulations enforced by ~~the~~these ~~outside~~regulatory bodies ~~governing~~and ~~bodies~~other entities. These regulations include, but are not limited to, product clearance, documentation requirements, good manufacturing practices, quality systems regulation, and medical device reporting. Labeling and promotional activities are also subject to regulation by the U.S. Federal Trade Commission, in certain circumstances. Current enforcement policies prohibit the marketing of cleared or approved medical devices for unapproved uses. The ~~Each governing body reviews the~~ labeling and advertising of medical devices are reviewed by various government bodies to ensure that unapproved uses are not promoted. Before a new medical device can be introduced to the market, the manufacturer must obtain clearance or approval from the applicable regulatory agency, depending upon the device classification. In the U.S., medical devices are classified into one of three classes — Class I, II, or III. ~~The regulations enforced by the FDA and/or the appropriate governing bodies to the medical device(s) provide reasonable assurance that the device is safe and effective.~~ In the U.S., Class I devices are non-critical products that the FDA believes can be adequately regulated by “general controls” which include provisions relating to labeling, manufacturer registration, defect notification, records and reports, and ~~current good manufacturing practices, or cGMP, based on~~ the FDA’s Quality Systems Regulations. Most Class I devices are exempt from pre-market notification~~, and some are also exempt from cGMP requirements~~. Class II devices are products for which the general controls of Class I devices, by themselves, are not sufficient to assure safety and effectiveness and, therefore, require additional controls. Additional controls for Class II devices may include performance standards, post-market surveillance patient registries, ~~and~~pre-market clearance through the ~~use~~Section of510(k) notification system, and the adherence to FDA ~~guidelines~~guidance. Standards may include both design and performance requirements. Class III devices have the most restrictive controls and require pre-market approval by the FDA. ~~Generally, Class III devices are limited to life-sustaining, life-supporting or implantable devices.~~ All of the governing bodies with responsibility over the Company’s products have the ability to inspect medical device manufacturers, order recalls of medical devices in some circumstances, seize non-complying medical devices, and to pursue prosecution of either civil or criminal violations.

For most class II devices, Section 510(k) of the Federal Food, Drug, and Cosmetic Act (“FDCA”) requires individuals or companies manufacturing medical devices intended for human use to file a notice with the FDA at least ninety days before intending to introduce the device into the market. This notice, commonly referred to as a 510(k) premarket notification, must identify the type of classified device into which the product falls, the class of that type, and a specific product already being marketed or cleared by the FDA and to which the product is “substantially equivalent.” In some instances, the 510(k) must include data from human clinical studies to establish “substantial equivalence.” The FDA must agree with the claim of “substantial equivalence” before the device can be marketed. The statutory time frame for clearance of a 510(k) is ninety days, though it often takes longer. Nuo currently only markets a product that is subject to, and has obtained, 510(k) clearance.

The ~~Company expects to market the~~ Aurix System ~~by May 2022, consisting~~ consists of the Aurix Wound Dressing Kit, Aurix Reagent Kit, and Aurix System Centrifuge II. Each component of the Aurix System is a legally marketed product that has been cleared or approved by the FDA. The Aurix System Centrifuge II, when used with the Aurix Wound Dressing Kit and Aurix Reagent Kit, are suitable for use on exuding wounds such as leg ulcers, pressure ulcers and diabetic ulcers, and for the management of mechanically or surgically debrided wounds.

As a specification developer, manufacturer, and distributor of medical devices, the Company ~~complies~~is required to comply with other regulations and standards, such as the FDCA and implementing regulations set forth in 21 CFR et seq. and also ISO 13485. As a manufacturer and distributor of medical devices, the Company, and in some instances its subcontractors, is required to register its facilities and products manufactured annually with the appropriate governing bodies and certain state agencies. Additionally, the Company is subject to periodic inspections by the governing bodies to assess compliance with ~~cGMP~~ quality regulations. Facilities may also be subject to inspections by other federal, foreign, state, or local agencies. Accordingly, manufacturers such as the Company must continue to expend time, money, and effort around production and quality control to maintain compliance with ~~cGMP~~quality systems and ISO 13485 and other aspects of regulatory compliance.

Fraud and Abuse Laws

The Company may also be indirectly subject to federal and state anti-kickback and physician self-referral laws. Federal physician self-referral legislation (commonly known as the Stark Law) prohibits, subject to certain exceptions, physician referrals of Medicare and Medicaid patients to an entity providing certain designated health services (“DHS”) if the physician or an immediate family member has a financial relationship with the entity. The Stark Law also prohibits the entity receiving the referral from billing any good or service furnished pursuant to an unlawful referral, and any person collecting any amounts in connection with an unlawful referral is obligated to refund such amounts. CMS has issued numerous regulations containing exceptions to the prohibitions of the Stark Law. If a physician and a DHS entity have financial relationship subject to the Stark Law, then an exception must be met or else the DHS entity cannot bill for the service. A person who engages in a scheme to circumvent the Stark Law’s referral prohibition may be fined up to $100,000 for each such arrangement or scheme. The penalties for violating the Stark Law also include civil monetary penalties of up to $15,000 per referral and possible exclusion from federal health care programs such as Medicare and Medicaid. Violations of the Stark Law have also been the basis for False Claims Act actions, discussed below. Various states have corollary laws to the Stark Law (so-called “baby Stark” laws), including laws that require physicians to disclose any financial interest they may have with a health care provider to their patients when referring patients to that provider. Both the scope and exception for such laws vary from state to state.

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The Company may also be subject to federal and state anti-kickback laws. Section 1128B(b) of the Social Security Act, commonly referred to as the Anti-Kickback Law, prohibits persons from knowingly and willfully soliciting, receiving, offering or providing remuneration, directly or indirectly, in cash or in kind, to induce either the referral of an individual, or the furnishing, recommending, or arranging for a good or service, for which payment may be made under a federal health care program, such as Medicare and Medicaid. The Anti-Kickback Law is broad, and it prohibits many arrangements and practices that are otherwise lawful in businesses outside of the health care industry. The Office of the Inspector General (“OIG”) of the U.S. Department of Health and Human Services (“DHHS”) has issued regulations, commonly known as “safe harbors” that set forth certain provisions which, if fully met, will assure health care providers and other parties that they will not be prosecuted under the federal Anti-Kickback Law. Although full compliance with these provisions ensures against prosecution under the Anti-Kickback Law, the failure of a transaction or arrangement to fit within a specific safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the federal Anti-Kickback Law will be pursued. As with the Stark Law, violations of the Anti-Kickback Law can result in a False Claims Act action. Many states have adopted laws similar to the federal Anti-Kickback Law, and some of these state prohibitions apply to patients for health care services reimbursed by any source, not only federal health care programs such as Medicare and Medicaid.

In addition, there are other U.S. health care fraud laws to which the Company may be subject that prohibit knowingly and willfully executing or attempting to execute a scheme or artifice to defraud any health care benefit program, including private payers (“fraud on a health benefit plan”) and that prohibit knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement or representation in connection with the delivery of or payment for health care benefits, items or services. These laws apply to any health benefit plan, not just Medicare and Medicaid.

The Company may also be subject to other U.S. laws that prohibit submitting, or causing to be submitted, claims for payment or causing such claims to be submitted that are false. Violation of these false claims’ statutes may lead to civil money penalties, criminal fines and imprisonment, and/or exclusion from participation in Medicare, Medicaid and other federally funded state health programs. These statutes include the federal False Claims Act, which prohibits the knowing filing of a false claim (or causing the submission of a false claim) or the knowing use of false statements to obtain payment from the U.S. federal government. Under provisions of the Affordable Care Act, the failure to report and refund an overpayment to the Medicare or Medicaid programs within 60 days of the identification of the overpayment may also be an obligation subjecting the defendant to a False Claims Act action. Finally, a recent U.S. Supreme Court case, Universal Health Services v. United States ex rel. Escobar, upheld the “implied false certification” theory under which a defendant submits a claim for payment that makes a specific representation about the goods or services provider, but fails to disclose the defendant’s noncompliance with a statutory, regulatory, or contractual requirement that would be material to the Government’s payment decision. When an entity is determined to have violated the False Claims Act, the entity must pay three times the actual damages sustained by the government, plus mandatory civil penalties. Suits filed under the False Claims Act can be brought by an individual on behalf of the government (a “qui tam action”). Such individuals (known as “qui tam relators”) may share in the amounts paid by the entity to the government in fines or settlement. In addition, certain states have enacted laws modeled after the False Claims Act. “Qui tam” actions have increased significantly in recent years causing greater numbers of health care companies to have to defend false claim actions, pay fines or be excluded from the Medicare, Medicaid or other federal or state health care programs as a result of an investigation arising out of such action.

Several states also have referral, fee splitting and other similar laws that may restrict the payment or receipt of remuneration in connection with the purchase or rental of medical equipment and supplies. State laws vary in scope and have been infrequently interpreted by courts and regulatory agencies but may apply to all health care products and services, regardless of whether Medicaid or Medicare funds are involved.

Employees

The Company had 9 full-time employees as of December 31, ~~2023~~2024 which are all compensated as salaried employees. None of the Company’s employees is covered by a collective bargaining agreement or represented by a labor union. The Company considers its employee relations to be good.

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Research and Development

During the years ended December 31, ~~2023~~2024 and ~~2022~~2023, we incurred no significant costs for research and development activities.

Competition

While Aurix ~~has limited~~ faces competition in the chronic wound care market from any other FDA cleared platelet derived products, we also face competition from pharmaceutical companies, biopharmaceutical companies, medical device companies, and other competitors in the areas of advanced wound care dressings, wound care devices, and wound care biologics. Leading companies in the advanced wound care market include Smith ~~and~~ +Nephew, 3M, MoInlycke, and ConvaTec. Leading competitors in the wound care market that offer other biologic products such as tissue-based products include companies such as MiMedx, Organogenesis, Integra Life Sciences, as well as a significant number of smaller companies. While we believe that Aurix can compete favorably based on broad application across multiple wound etiologies, we expect that many physicians and allied professionals will continue to employ other treatment approaches and technologies, separately and in combination, in an attempt to treat chronic and hard-to heal wounds. The chronic wound market has many therapies that compete with Aurix that have established habitual use patterns and provider contracts to encourage standardized use. Furthermore, other companies have developed or are developing products that could be in direct future competition with our current product line. We may not be able to compete effectively against such companies. Many of these companies have substantially greater capital resources, larger marketing staff and more experience in commercializing products than we do. See “Item 1A. Risk Factors – Risks Relating to ~~Our~~Distribution ~~Business, Industry, and Regulatory Approval~~ of Our Product - Our Product Has Existing Competition in the Marketplace.”

Raw Materials

A reagent, bovine thrombin (Thrombin JMI), used for our Aurix product is available exclusively through Pfizer. Pfizer may unilaterally raise the price for the reagent. If a temporary or permanent interruption in the supply of the reagent were to occur, or the manufacturing costs charged by Pfizer exceed what we can reasonably afford, it would have a material adverse effect on our business.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. We also make available through our website at www.nuot.com our ~~Annual~~annual ~~Report~~ reports on Form 10-K, our quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have filed it electronically with, or furnished it to, the SEC. Information appearing on, and accessible through, our website is not part of this Annual Report.

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ITEM 1A. Risk Factors

An investment in the Company involves a high degree of risk. Before making an investment decision with respect to our common stock, you should consider the risks described below in addition to the cautionary statements and risks described elsewhere and the other information in this Annual Report and in our other filings with the SEC, including subsequent reports on Forms 10-Q and 8-K. The risks described below may not be the only risks the Company faces. Additional risks not yet known or currently believed to be immaterial may also impair our business. If any of these known or unknown risks or uncertainties actually occurs, our business, financial condition or results of operations could suffer and our common stock could be adversely impacted, resulting in a loss of part or all of your investment.

Risks Related to Our Financial Position

Our Revenue Base Is Limited to a Single Product Seeking Market Adoption; We Need Substantial Additional Financing and ~~Our~~our Ability to Successfully Affect Such Financing ~~Successfully~~ Could Be Limited.

Our current revenue base is limited to our Aurix product, and our Aurix revenue has been limited to date. We have a history of losses and are not currently profitable. For the year ended December 31, ~~2023~~2024, we incurred a net loss of approximately $3.2.3 million. Even if we succeed in raising substantial additional funds, we expect to incur losses and negative operating cash flows in the immediate future. We may never generate sufficient revenues to achieve and maintain profitability.

Historically, we have financed our operations through a combination of the sale of debt, equity and equity-linked securities, licensing, royalty, and product revenues. Until we can generate a sufficient amount of revenues to finance our cash requirements, which we may never do, we need to finance future cash needs. It is substantially uncertain whether we will be able to obtain such financing on satisfactory terms or at all.

If adequate capital cannot be obtained on a timely basis and on satisfactory terms, it would have a material adverse effect on our ability to implement our business plan, and our revenues and operations and the value of our common stock would be materially and negatively impacted, and we may be forced to curtail or cease our operations.

We Have a Limited Operating History and Limited Operating Experience.

We only recently began re-implementing our commercialization strategy for Aurix in the second half of 2022. Thus, we still have a ~~very~~ limited operating history. Continued operating losses, together with the risks associated with our ability to gain new customers for Aurix, may have a material adverse effect on our liquidity. We may also be forced to respond to unforeseen difficulties, such as decreased demand for our products and services, downward pricing trends, regulatory requirements, and unanticipated market pressures.

Our Financial Position Creates Doubt as to Whether We Will Continue as a Going Concern.

The Company reestablished commercial operations in 2022 and generated limited revenues of approximately $112,000 for the year ended December 31, 2022. For the year ended December 31, 2023, product revenues increased to approximately $~~610~~609,000 while subsequently increasing to $1,365,000 for the year ended December 31, 2024. For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company had a net loss of approximately $2.3 million and $3.2 million, ~~in each year~~respectively. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding from additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. It is uncertain whether we will be able to obtain such financing on satisfactory terms or at all. Our continuing losses and limited cash resources raise substantial doubt about our ability to continue as a going concern, and we need to raise substantial additional funds in order to continue to conduct our business. If we are unable to increase our revenues to secure sufficient capital to fund our operating activities, we may be forced to delay the completion of, or significantly reduce the scope of, our current business plan, delay the pursuit of commercial insurance reimbursement for our wound treatment technologies, and postpone the hiring of new personnel.

We May Issue Additional Equity or Debt Securities Which Will Likely Dilute and May Materially and Adversely Affect the Price of ~~Our~~our Common Stock.

Additional issuance of our common stock or other equity or convertible debt securities will likely dilute the ownership interests of our stockholders. Sales of substantial amounts of shares of our common stock in the public market, or the perception that those sales may occur, could negatively affect the market price of our common stock. We have used, and will likely continue to use, our common stock or securities convertible into or exchangeable for common stock to fund working capital needs or to acquire technology, product rights or businesses, or for other purposes. If additional equity and/or equity-linked securities are issued, particularly during times when our common stock is trading at relatively low-price levels, the price of our common stock may be materially and adversely affected.

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We May Not Be Able to Timely and Accurately Report ~~Our~~our Financial Results or Prevent Fraud If We Are Unable to Maintain Effective Disclosure and Internal Controls .

Effective disclosure controls and procedures and internal control over financial reporting is necessary for us to provide reliable financial reports in a timely manner. Our management concluded there was a material weakness in our internal control over financial reporting as of the period covered by this ~~Form~~Annual ~~10-K~~Report. Although we have taken steps to remediate such weakness, the material weakness cannot be considered remediated until the controls operate for a sufficient period of time and management concludes that our internal controls are operating effectively. While we believe that our intended remediation efforts will resolve the identified material weakness, there is no assurance that such efforts will be sufficient or that additional actions will not be necessary, which may undermine our ability to provide timely, accurate and reliable reports on our financial and operating results. Further, if we remediate our current material weakness but identify new material weaknesses in our internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the value of our common stock may be negatively affected. As a result of such failures, we could also become subject to investigations by the SEC, or other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm our reputation, financial condition or divert financial and management resources from our business.

Risks Related to Our Business, Industry and Regulatory Approval of Our Product

The Success of Aurix Is Dependent on Acceptance by the Medical Community.

The commercial success of our product will depend upon the medical community and patients accepting the therapies as safe and effective. It will also depend on our success introducing the Aurix product within the broad chronic wound market and encouraging provider evaluation and adoption of Aurix in the context of pre-existing wound treatment clinical practice.

Furthermore, the willingness of the medical community to accept or evaluate our products and processes may be impacted by the medical community’s acceptance of the quality of the clinical information that was collected and published as a result of the CED process. If the medical community and patients do not ultimately accept the therapies as safe and effective, or we are unable to raise awareness of our products and processes, our ability to sell our product may be materially and adversely affected, and the results of our operations may be adversely affected.

The Successful Commercialization of the Aurix System Will Depend on Obtaining Reimbursement from Third-Party Payors.

In the U.S., the market for any pharmaceutical or biologic product is affected by the availability of reimbursement from third -party payors, such as government health administration authorities, private health insurers, health maintenance organizations and pharmacy benefit management companies. If we cannot demonstrate favorable outcomes or a cost-benefit relationship, we may have difficulty obtaining adequate coverage or reimbursement for our products from these payors. Third-party payors may also deny coverage for our product if they determine that the product is experimental, unnecessary, or inappropriate. Coverage and reimbursement are often determining factors in predicting a product’s success, with some physicians and patients strongly favoring only those products for which they will be reimbursed.

The Aurix System is marketed to healthcare providers. Some of these providers, in turn, seek reimbursement from third-party payors such as Medicare, Medicaid, and other private insurers. While we have established Medicare coverage of Aurix through the NCD reconsideration, we may not be successful with our complete reimbursement strategy, including, without limitation, obtaining any additional regulatory approvals.

Should we seek to expand our commercialization internationally, we would be subject to international regulations, where the pricing of prescription pharmaceutical products and services and the level of government reimbursement may be subject to governmental control. In some countries, pricing negotiations with governmental authorities can take six to twelve months or longer after the receipt of marketing approval for a product. To obtain reimbursement or pricing approval in some countries, we may be required to conduct one or more clinical trials that compare the cost effectiveness of our product or product candidates to other available therapies. Conducting one or more of these clinical trials would be expensive and result in delays in the commercialization of our current and future products.

Managing and reducing healthcare costs has become a major priority of federal and state governments in the U.S. As a result of healthcare reform efforts, we might become subject to future regulations or other cost-control initiatives that materially restrict the price we can receive for our current and future products. Third-party payors may also limit access and reimbursement for newly approved healthcare products generally or limit the indications for which they will reimburse providers or suppliers who use any products that we may develop. Cost control initiatives could decrease the price for any products that we may develop, which would result in lower product revenues to us.

A Disruption in Healthcare Provider Networks Could Have an Adverse Effect on Operations and Profitability.

Our operations and future profitability are dependent, in large part, upon the ability to contract with healthcare providers on favorable terms. In any particular service area, healthcare providers could refuse to contract with us or take other actions that could result in higher healthcare costs or create difficulties in meeting our regulatory requirements. In some service areas, certain healthcare providers may have a significant market presence. If healthcare providers refuse to contract with us, use their market position to negotiate unfavorable contracts or place us at a competitive disadvantage, our ability to market services or to be profitable in those service areas could be adversely affected. Provider networks could also be disrupted by the financial insolvency of a large healthcare provider group. Any disruption in provider networks could adversely impact our business, results of operations and financial condition.

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Liquidity Problems or Bankruptcy of our Key Customers or Collaborators Could Have a Significant Adverse Effect on our Business, Financial Condition and Results of Operations.

Our sales to customers are typically made on credit without collateral. There is a risk that key customers will not pay, or that payment may be delayed, because of bankruptcy, contraction of credit availability to such customers, weak sales, or other factors beyond our control, which could increase our exposure to losses from bad debts. In addition, if our key customers were to cease doing business as a result of bankruptcy or significantly reduce their orders from us, it could have a significant adverse effect on our business, financial condition, and results of operations. In addition, if our collaborators face liquidity problems or file for bankruptcy, they may choose to divert resources away from their continued cooperation and engagement with us or otherwise choose or be forced to reduce operations, which could also have a significant adverse effect on our business, financial condition, and results of operation.

We May Be Unable to Attract a Strategic Partner for the Further Development of Potential Future Product Candidates.

Even if positive clinical data is eventually achieved in any future clinical trials, we may not be able to enter into strategic partnerships, licensing, or other similar arrangements that we may consider necessary or appropriate to commercialize product candidates successfully, or even have the resources necessary to seek such arrangements. Furthermore, even if such a strategic relationship regarding any of our current and future products or product candidates is reached, development milestones, clinical data, or other such benchmarks may not be achieved. Therefore, our products and product candidates may never proceed toward commercialization or drive cash infusions for us, and we may ultimately not be able to monetize the patents, existing clinical data, and other intellectual property.

Our ~~Efforts~~Limited Number of Staff May Affect our Ability to ~~Secure~~Conduct ~~Commercial~~our ~~Partners~~Operations ~~May~~and ~~Not~~Other BeFunctions ~~Successful~~Effectively.

~~From~~Our ~~time~~future success depends on our ability to ~~time~~attract, weretain, ~~may~~and ~~engage~~motivate inhighly ~~discussions~~skilled ~~with~~management, ~~larger~~scientific ~~companies~~and ~~regarding~~sales ~~potential~~personnel. ~~strategic~~As ~~partnerships~~of ~~involving~~December ~~the~~31, ~~broad~~2024, ~~commercialization~~we ofhad ~~Aurix~~only nine full-time employees. ~~The~~Our ~~resources~~ability to maintain and ~~expertise~~provide ofservices ~~such~~to aour ~~partner~~customers ~~would~~and ~~greatly~~our ~~facilitate~~ability to provide the ~~capture~~necessary support as part of ~~market~~any ~~share~~collaborations depends ~~within~~upon ~~the~~our ~~wound~~ability ~~care~~to ~~market~~hire ~~but~~and ~~would~~retain ~~require~~business ~~that~~development ~~the~~and ~~economic~~scientific ~~benefits~~and oftechnical ~~such~~personnel awith ~~broad~~the ~~penetration~~skills ~~would~~necessary beto ~~shared~~keep pace with ~~said~~continuing ~~partner~~changes in regenerative biological therapy technologies. WeOur ~~may~~current ~~not~~liquidity situation makes it unlikely that we will be ~~successful~~able into ~~securing~~hire ~~such~~additional apersonnel ~~partner~~in the immediate future. ~~Furthermore,~~Even ~~even~~assuming ifthat awe ~~partner~~can isresolve ~~secured~~our immediate liquidity concerns, ~~the~~competition ~~partnership~~for ~~may~~such ~~not~~personnel ~~attain~~is ~~the~~intense; ~~market~~we ~~penetration~~compete ~~contemplated~~with pharmaceutical, biotechnology and ~~the~~healthcare ~~profits~~companies ~~ultimately~~with ~~realized~~greater byaccess ~~us,~~to ifresources. ~~any,~~Our ~~may~~inability ~~not~~to behire ~~sufficient~~qualified topersonnel ~~allow~~may uslead to ~~execute~~higher ~~our~~recruitment, ~~business~~relocation, ~~strategy~~and compensation costs for such personnel. These increased costs may make hiring new key personnel impractical.

We ~~May~~Are ~~Use~~Substantially ~~Third-Party~~Dependent ~~Collaborators~~Upon ~~and~~our ~~Service~~Executive Providers to Help Us Support, Develop or Commercialize Our Product Candidates, and Our Ability to Commercialize Such Candidates May Be Impaired or Delayed if such Collaborations or Engagements Are UnsuccessfulOfficers.

We may in the future selectively pursue strategic collaborations or engagements for, among other purposes, development, data collection, analysis, and/or commercialization of our product candidates, domestically or otherwise. There can be no assurance as to our ability to utilize the data from such engagements to their potential. Nor can there be any assurance, in general, that we will be able to identify future suitable collaborators or negotiate collaboration agreements on terms that are acceptable to us or at all. In any current or future third-party collaborations, we are and would be dependent upon the success of the collaborators in performing their responsibilities and their continued cooperation and engagement. For a variety of reasons outside of our control, our collaborators or third-party providers may not cooperate with us or perform their obligations under our agreements with them. We cannot control the amount and timing of our collaborators’ resources that will be devoted to performing their responsibilities under our agreements with them. Our collaborators may choose to pursue alternative technologies in preference to those being developed in collaboration with us. The development and commercialization of our product candidates will be delayed if collaborators fail to conduct their responsibilities in a timely manner or in accordance with applicable regulatory requirements or if they breach or terminate their collaboration agreements with us. Disputes with our collaborators could also result in product development delays, decreased revenues and litigation expenses.

If We Are Unable to Maintain and Expand Our Network of Distributors, We May Not Be Able To Generate Sales.

Our operating results are directly dependent upon the sales and marketing efforts of not only our employees, but also our independent distributors. We face significant challenges and risks in managing our geographically dispersed distribution network and retaining the individuals who make up that network. If certain of our distributors were to cease to do business with us, our sales could be adversely affected. Because of the intense competition for their services, we may be unable to recruit or retain additional qualified distributors. We may not be able to enter into agreements with them on favorable or commercially reasonable terms, if at all. Failure to hire or retain qualified distributors would prevent us from maintaining or expanding our business and generating sales.

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Our Limited Number of Staff May Affect our Ability to Conduct our Operations and Other Functions Effectively

Our future success depends on our ability to attract, retain, and motivate highly skilled management, scientific and sales personnel. As of December 31, 2023, we had only nine full-time employees. Our ability to maintain and provide services to our customers and our ability to provide the necessary support as part of any collaborations depends upon our ability to hire and retain business development and scientific and technical personnel with the skills necessary to keep pace with continuing changes in regenerative biological therapy technologies. Our current liquidity situation makes it unlikely that we will be able to hire additional personnel in the immediate future. Even assuming that we can resolve our immediate liquidity concerns, competition for such personnel is intense; we compete with pharmaceutical, biotechnology and healthcare companies with greater access to resources. Our inability to hire qualified personnel may lead to higher recruiting, relocation, and compensation costs for such personnel. These increased costs may make hiring new key personnel impractical.

We Are Substantially Dependent Upon Our Executive Officers

Our success substantially depends on the continued service of key management, in particular David E. Jorden, our Chief Executive and Financial Officer, and Peter Clausen, our Chief Scientific and Operating Officer. We currently do not maintain key person insurance on, Mr. Jorden or Dr. Clausen. The loss of Mr. Jorden or Dr. Clausen, or other key employees or executive officers, could adversely impact our ability to continue operations unless and until a replacement is identified.

~~We Rely on a Single Supplier for the Reagent Used for Aurix and an Interruption in Our Supply Chain Could Have a Material Adverse Effect on Our Business~~10

ATable reagent used for our Aurix product, bovine thrombin (Thrombin JMI), is available exclusively through Pfizer. Pfizer may unilaterally raise the prices for the reagent. If a temporary or permanent interruption in the supply of the reagent were to occur, or the manufacturing costs charged by Pfizer exceed what we can reasonably afford, we would have to seek alternative sources of supply. There is no assurance we would be able to identify a suitable second source of supply or do so without significant delay. Despite our efforts to maintain an adequate supply of inventory, the loss of Pfizer, or its inability to provide us with an adequate supply of a reagent, could cause delay in the manufacture of our product, thereby impairing our ability to meet the demand of our customers and causing significant harm to our business. Any disruption of this nature or increased expense could harm our commercialization efforts and adversely affect our operating results. Contents

We Rely on a Single Supplier for the Reagent Used for Aurix and an Interruption in our Supply Chain Could BeHave ~~Affected~~a byMaterial ~~Malpractice~~Adverse orEffect ~~Product~~on ~~Liability~~our ~~Claims~~Business.

A reagent used for our Aurix product, bovine thrombin (Thrombin JMI), is available exclusively through Pfizer. Pfizer may unilaterally raise the prices for the reagent. If a temporary or permanent interruption in the supply of the reagent were to occur, or the manufacturing costs charged by Pfizer exceed what we can reasonably afford, we would have to seek alternative sources of supply. There is no assurance we would be able to identify a suitable second source of supply or do so without significant delay. Despite our efforts to maintain an adequate supply of inventory, the loss of Pfizer, or its inability to provide us with an adequate supply of a reagent, could cause delay in the manufacture of our product, thereby impairing our ability to meet the demand of our customers and causing significant harm to our business. Any disruption of this nature or increased expenses could harm our commercialization efforts and adversely affect our operating results.

We Could Be Affected by Malpractice or Product Liability Claims.

Providing medical care entails an inherent risk of professional malpractice and other claims. We do not control or direct the practice of medicine by physicians or health care providers who use our product and do not assume responsibility for compliance with regulatory and other requirements directly applicable to physicians. There is no assurance that claims, suits, or complaints relating to the use of our products, and treatment administered by physicians, will not be asserted against us in the future. The production, marketing and sale, and use of our product entails risks that product liability claims will be asserted against us. These risks cannot be eliminated, and we could be held liable for any damages that result from adverse reactions or infectious disease transmission. Such liability could materially and adversely affect our business, prospects, operating results, and financial condition. We currently maintain professional and product liability insurance coverage, but the coverage limits of this insurance may not be adequate to protect against all potential claims. We may not be able to obtain or maintain professional and product liability insurance in the future on acceptable terms or with adequate coverage against potential liabilities.

Risks Related to Distribution of Our Product

There Can Be No Assurance that Smith+Nephew Will Be Able to Establish a Market for its Private Label Product.

On March 31, 2025, we entered into a Distribution Agreement (the “Distribution Agreement”) with Smith+Nephew, a global medical technology company. Under the Distribution Agreement, we will supply to Smith+Nephew its own private label of our Aurix product (the “Private Label product”). There is no assurance that Smith + Nephew will find a market for its Private Label product. The amount of our sales under the Distribution Agreement will depend in part on the amount of purchase orders that we receive from Smith+Nephew. If Smith+Nephew does not establish a sufficient market for its Private Label product, then our business and operating results and financial condition may be adversely affected.

Fulfilling Purchase Orders under the Distribution Agreement Will Place Demands on our Management and Financial Resources.

While we currently manufacture, package, and ship our Aurix product, we have no history operating as a supplier for a private label product. Establishing and maintaining logistics to supply Private Label product will necessitate that we meet certain deadlines, performance measures and other standards, and compliance and other requirements. This will place demands on our management and financial resources, which may be burdensome particularly for a smaller company like ours. The costs and expenses associated with fulfilling purchase orders resulting from and generally complying with the Distribution Agreement will reduce the corresponding income we earn. There can be no assurance that the demands on our management and financial resources related to the Distribution Agreement will not adversely affect our business and operating results and financial condition.

The Existence of a Private Label Alternative to our Aurix Product May Limit the Potential Customers and Sales for our Aurix Product.

A private label arrangement represents an alternative to a supplier’s own branded product. Compared to Nuo, Smith+Nephew is a larger company with more resources and a more substantial number of sales representatives. Further, we will have no direct control over the prices that Smith+Nephew will charge its customers for its Private Label product. Although the Distribution Agreement provides Smith+Nephew with exclusive distribution of a private label Aurix product in the United States, we are entitled to maintain our current distributors for the Aurix product in addition to expanding the number of our sales agents. The existence of a competing distributor and product in the market may adversely affect our ability to increase sales of our own Aurix product.

If Smith+Nephew Determines that Marketing and Sales of its Private Label Product Do Not Meet Its Expectations or Priorities, then Smith+Nephew May Terminate the Distribution Agreement.

If Smith+Nephew determines that marketing and sales of its Private Label product do not meet its expectations or priorities, then Smith+Nephew may terminate the Distribution Agreement. The Distribution Agreement is for an initial term of five years, but Smith+Nephew has the ability to terminate upon 12 months’ notice. If Smith+Nephew determines that sales of its Private Label product do meet expectation or priorities, or Smith+Nephew otherwise determines not to continue marketing the Private Label product, then Smith+Nephew may terminate the Distribution Agreement. In such an event, we would no longer generate revenues under the Distribution Agreement and our business and operating results and financial condition may be adversely affected.

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Our Product Has Existing Competition in the Marketplace and We May Not Be Able to Compete Effectively.

In the market for biotechnology products, we face competition from pharmaceutical companies, biopharmaceutical companies, medical device companies, and other competitors. Despite the addition of the Private Label product and our Distribution Agreement with Smith+Nephew, we will continue to face competitive forces. The chronic wound market has many therapies that compete with Aurix that have established habitual use patterns and provider contracts to encourage standardized use. Furthermore, other companies have developed or are developing products that could be in direct future competition with our current product line. Biotechnology development projects are characterized by intense competition. Thus, we may not be the first to market with any newly developed products and we may not successfully be able to market these products. If we are not able to participate and compete in the regenerative biological therapy market, our financial condition will be materially and adversely affected. We may not be able to compete effectively against such companies in the future. Many of these companies have substantially greater capital resources, larger marketing ~~staffs~~ staff and more experience in commercializing products than we do. Recently developed technologies, or technologies that may be developed in the future, may be the basis for developments that will compete with our current and future products.

Our Efforts to Secure Commercial Partners May Not Be Successful.

In addition and subject to the Distribution Agreement with Smith+Nephew, from time to time, we may engage in discussions with larger companies regarding potential strategic partnerships involving the broad commercialization of Aurix. The resources and expertise of such a partner would greatly facilitate the capture of market share within the wound care market but would require that the economic benefits of such a broad penetration would be shared with said partner. We may not be successful in securing such a partner. Furthermore, even if a partner is secured, the partnership may not attain the market penetration contemplated, and the profits ultimately realized by us, if any, may not be sufficient to allow us to execute our business strategy. Furthermore, under the Distribution Agreement, we must offer Smith+Nephew certain licensing and distribution rights in connection with improvements to our Aurix product and new products. These rights may prevent or limit our ability to secure an additional strategic partner.

We May Use Third-Party Collaborators and Service Providers to Help Us Support, Develop or Commercialize our Product Candidates, and our Ability to Commercialize Such Candidates May Be Impaired or Delayed if Such Collaborations or Engagements Are Unsuccessful.

In addition and subject to the Distribution Agreement with Smith+Nephew, we may in the future selectively pursue strategic collaborations or engagements for, among other purposes, development, data collection, analysis, and/or commercialization of our product candidates, domestically or otherwise. There can be no assurance as to our ability to utilize the data from such engagements to their potential. Nor can there be any assurance, in general, that we will be able to identify suitable future collaborators or negotiate collaboration agreements on terms that are acceptable to us or at all. In any current or future third-party collaborations, we are and would be dependent upon the success of the collaborators in performing their responsibilities and their continued cooperation and engagement. For a variety of reasons outside of our control, our collaborators or third-party providers may not cooperate with us or perform their obligations under our agreements with them. We cannot control the amount and timing of our collaborators’ resources that will be devoted to performing their responsibilities under our agreements with them. Our collaborators may choose to pursue alternative technologies in preference to those being developed in collaboration with us. The development and commercialization of our product candidates will be delayed if collaborators fail to conduct their responsibilities in a timely manner or in accordance with applicable regulatory requirements or if they breach or terminate their collaboration agreements with us. Disputes with our collaborators could also result in product development delays, decreased revenues and litigation expenses. Furthermore, under the Distribution Agreement, we must offer Smith+Nephew certain licensing and distribution rights in connection with improvements to our Aurix product and new products, as well as additional notification and negotiation rights. These rights may prevent or limit our ability to use third-party collaborators and service providers.

If We Are Unable to Maintain and Expand Our Network of Distributors and Sales Agents, We May Not Be Able to Generate Sales.

Our operating results are directly dependent upon the sales and marketing efforts of not only our employees, but also our current independent distributors and sales agents. We face significant challenges and risks in managing our geographically dispersed distribution network and retaining the individuals who make up that network. In addition, the Distribution Agreement with Smith+Nephew provides it with exclusive distribution rights for a private label of our Aurix product and limits our ability to engage new distributors. If certain of our current distributors and sales agents were to cease to do business with us, our sales could be adversely affected. Because of the intense competition for their services, we may be unable to recruit or retain additional qualified sales agents. We may not be able to enter into agreements with them on favorable or commercially reasonable terms, if at all. Failure to engage or retain qualified sales agents would prevent us from maintaining or expanding our business and generating sales.

Risks Related to Government Regulations

Our Product Is Subject to Governmental Regulation.

Our success is also impacted by factors outside of our control. Our current technology and products are subject to extensive regulation by numerous governmental authorities in the U.S., both federal and state, and in foreign countries by various regulatory agencies. Specifically, our product is subject to regulation by the U.S. Food and Drug Administration, or FDA, and state regulatory agencies. The FDA regulates drugs, medical devices, and biologics that move in interstate commerce and requires that such products receive clearance or pre-marketing approval based on evidence of safety and efficacy. The regulations of government health ministries in foreign countries are analogous to those of the FDA in both application and scope. In addition, any change in current regulatory interpretations by, or the positions of, state regulatory officials where our product is used could materially and adversely affect our ability to sell our product in those states. The FDA will require us to obtain clearance or approval of new or modified devices when used for treating specific wounds or marketed with specific wound-healing claims, or for other products under development.

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We believe our current product for sale is legally marketed. As we expand and offer and/or develop additional products in the U.S. and in foreign countries, clearance or approval from the FDA and comparable foreign regulatory authorities prior to introduction of any such products into the market may be required. We provide no assurance that we will be able to obtain all necessary approvals from the FDA or comparable regulatory authorities in foreign countries for these products. Failure to obtain the required approvals would have a material adverse impact on our business and financial condition.

Compliance with FDA and other governmental requirements imposes significant costs and expenses. Further, our failure to comply with these requirements could result in sanctions, limitations on promotional or other business activities, or other adverse effects on our business. Further, recent efforts to control healthcare costs could negatively affect demand for our current and future products and services.

We Must Comply with the Physician Payment Sunshine Act.

We are required to comply with the United States Physician Payment Sunshine Act, which requires certain manufacturers of drugs, medical devices, biologicals, and medical supplies that participate in U.S. federal healthcare programs to report certain payments and items of value given to physicians and teaching hospitals. Manufacturers are required to report this information annually to CMS. Manufacturers are required to report aggregate payment data to CMS by the 90th day of each subsequent calendar year. We cannot assure you that we will collect and report all data timely and accurately. If we fail to accurately and timely report this information, we could suffer severe penalties.

Any applicable manufacturer that fails to timely, accurately, or completely report the information required in accordance with the rules of the Sunshine Act is subject to a civil monetary penalty of not less than $1,000, but not more than $10,000, for each payment or other transfer of value or ownership or investment interest not reported timely, accurately, or completely (up to $150,000). For “knowing” failures to report, the penalties increase to not less than $10,000, but not more than $100,000, for each such failure (up to $1,000,000). The amount of civil monetary penalties imposed on each applicable manufacturer or applicable group purchasing organization is aggregated separately. Subject to separate aggregate totals, the maximum combined annual total is $1,150,000.

Several of the U.S. states have parallel reporting laws, sometimes accompanied with “gift bans” prohibiting manufacturers from making gifts or other remunerations to prescribers. Massachusetts and Vermont are two such states. There are various penalties associated with noncompliance with the state laws, as well.

Legislative and Administrative Action May Have an Adverse Effect on the Company.

Political, economic, and regulatory influences are subjecting the health care industry in the U.S. to fundamental change. We cannot predict what other legislation relating to our business or to the health care industry may be enacted, including legislation relating to third-party reimbursement, or what effect such legislation may have on our business, prospects, operating results and financial condition. We expect federal and state legislators to continue to review and assess alternative health care delivery and payment systems, and possibly adopt legislation affecting further changes in the health care delivery system. Such laws may contain provisions that may change the operating environment for hospitals and managed care organizations. Health care industry participants may react to such legislation by curtailing or deferring expenditures and initiatives, including those relating to our current and future products. Future legislation could result in modifications to the existing public and private health care insurance systems that would have a material adverse effect on the reimbursement policies discussed above. With growing pressures on government budgets, government efforts to contain or reduce health care spending in some way or another are likely to continue. Any measures to restrict health care spending could result in decreased revenue from products and decrease potential returns from any future research and development initiatives. Furthermore, we may not be able to successfully neutralize any lobbying efforts against any initiatives we may have with governmental agencies. In addition to legislative initiatives, we may be subject to changes in current regulations and policies affecting coverage and reimbursement for our current and future products. Administrative agencies such as the Centers for Medicare and Medicaid Services have broad discretion to adopt or modify polices through rulemaking, and adoption of rules that curtail access to our products or limit reimbursement could have a material adverse effect on the adoption of our current and future products by health care providers, which would have a material adverse effect on our business.

Failure to Obtain Regulatory Approval in International Jurisdictions Would Prevent Us from Marketing ~~Our~~our Product Abroad.

We ~~may~~have initially and may in the future further seek to market some of our product candidates outside the U.S. In order to market our product candidates in the European Union and many other jurisdictions, we must submit clinical data concerning our product candidates and obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval from foreign regulators may be longer than the time required to obtain FDA approval. The regulatory approval process outside the U.S. may include all of the risks associated with obtaining FDA approval. In addition, in many countries outside the U.S., it is required that the product candidate be approved for reimbursement before it can be approved for sale in that country. In some cases, this may include approval of the price we intend to charge for our product, if approved. We may not obtain approvals from regulatory authorities outside the U.S. on a timely basis, or at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority outside the U.S. does not ensure approval by regulatory authorities in other countries or jurisdictions or by the FDA, but a failure or delay in obtaining regulatory approval in one country may negatively affect the regulatory process in other countries. We may not be able to file for regulatory approvals and may not receive the necessary approvals to commercialize any products in any market and therefore may not be able to generate sufficient revenues to support our business.

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Risks Related to Our Intellectual Property and Cybersecurity

Our Intellectual Property Assets Are Critical to ~~Our~~our Success .

We regard our trademarks, trade secrets and other intellectual property assets as critical to our success. We rely on a combination of trademarks, ~~and~~ trade secret and copyright laws, as well as confidentiality procedures, contractual provisions, and other similar measures, to establish and protect our intellectual property. We attempt to prevent disclosure of our trade secrets by restricting access to sensitive information and requiring employees, consultants, and other ~~persons~~ individuals with access to our sensitive information to sign confidentiality agreements. Despite these efforts, we may not be able to prevent misappropriation of our technology or deter others from developing similar technology in the future. Furthermore, policing the unauthorized use of our intellectual property assets is difficult and expensive. Litigation could result in substantial costs and diversion of resources. We can provide no assurance that we will be successful in any litigation matter relating to our intellectual property assets. Any misappropriation of our intellectual property assets could have a material adverse effect on our ability to increase sales of our commercial product and/or continue the development of any future pipeline candidates.

If We Are Unable to Protect the Confidentiality of ~~Our~~our Proprietary Information and Know-how, ~~Our~~our Competitive Position Would Be Impaired .

A significant amount of our technology, especially regarding manufacturing processes, is unpatented and is maintained by us as trade secrets. The background technologies used in the development of our product candidates are known in the scientific community, and it is possible to duplicate the methods we use to create our product candidates. In an effort to protect these trade secrets, we require our employees, consultants and contractors to execute confidentiality agreements with us. These agreements require that all confidential information developed by the individual or made known to the individual by us during the individual’s relationship with us be kept confidential and not disclosed to third parties. These agreements, however, may not provide us with adequate protection against improper use or disclosure of confidential information, and these agreements may be breached. Adequate remedies may not exist in the event of unauthorized use or disclosure of our confidential information. A breach of confidentiality could affect our competitive position. In addition, in some situations, these agreements may conflict with, or be subject to, the rights of third parties with whom our employees, consultants, collaborators or advisors have previous employment or consulting relationships. Also, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets. The disclosure of our trade secrets would impair our competitive position.

If We Infringe, or Are Alleged to Infringe, Intellectual Property Rights of Third Parties, ~~Our~~our Business Could Be Harmed .

Our research, development, and commercialization activities, including any product candidates resulting from these activities, may infringe, or be claimed to infringe, patents or other proprietary rights owned by third parties, and to which we do not hold licenses or other rights. There may be patent applications owned by third parties that have been filed but not published that, when issued, could be asserted against us. These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages.

Further, if a patent infringement suit were brought against us, we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. We have not conducted an exhaustive search or analysis of third-party patent rights to determine whether our research, development, or commercialization activities, including any product candidates resulting from these activities, may infringe or be alleged to infringe any third-party patent rights. As a result of intellectual property infringement claims, or ~~in order~~ to avoid potential claims, we may choose or be required to seek a license from the third party. These licenses may not be available on acceptable terms, or at all. Even if we are able to obtain a license, the licensee would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be nonexclusive, which could result in our competitors gaining access to the same intellectual property.

Ultimately, we could be prevented from commercializing a product, or be forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms. All of the issues described above could also affect our potential collaborators to the extent we have any collaborations then in place, which would also affect the success of the collaboration and therefore us. There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical and biotechnology industries. In addition to infringement claims against us, we may become a party to other patent litigation and other proceedings, including inter partes review and/or interference proceedings declared by the U. S. Patent and Trademark Office and opposition proceedings in the European Patent Office, regarding intellectual property rights with respect to our product candidates and technology.

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Our Business May Be Adversely Impacted by Information Systems Failures or Data Breaches.

We rely on information systems to process transactions, communicate with customers, manage our business, and process and maintain data and other information. We are not aware of any material losses to our business or results of operations due to information system failures, data breaches, or cybersecurity incidents. However, threats to information systems are evolving and disruptions can be caused by a variety of events, such as viruses, malicious malware, unauthorized access attempts to data, or other types of cybersecurity incidents. Such events could produce disruptions that result in an unexpected delay in operations, loss of confidential or otherwise protected information, corruption of data, and expenses related to the repair or replacement of our computer systems. We cannot be certain that our information system and cybersecurity protocols are sufficient to withstand a cybersecurity incident. The inability to maintain proper function, security, and availability of our information systems and the data maintained in those systems could interrupt our operations and could result in loss of sales or legal or regulatory claims which could adversely affect our revenues and profits or damage our reputation. We also rely on numerous third-party providers for information technology services, and we face similar risks relating to these providers. While our general insurance coverage may, subject to policy terms and conditions including deductibles, cover specific aspects of information systems and cybersecurity risks, such insurance coverage may be insufficient to cover all losses. As information system and cybersecurity risks continue to evolve, we may be required to expend additional resources to continue to enhance our information system and cybersecurity measures and to investigate and remediate any information system and cybersecurity vulnerabilities.

Data Privacy Security Failures or Breaches Could Expose Usus to Regulatory and Other Liability.

We are subject to various federal and state laws governing privacy and security of personally identifiable information. Despite safeguards by us, a data privacy security failure or breach could occur as a result of unintentional or deliberate acts to obtain unauthorized access to information, or to destroy, manipulate, or sabotage data. Information system threats, failures breaches, or incidents also could result in the loss or release of personally identifiable information. A privacy or cybersecurity failure or breach could cause a loss of business, regulatory enforcement, substantial legal liability, and reputational harm. Further, the adoption of new privacy and cybersecurity laws at the federal and state level could require us to incur significant compliance costs.

Risks Related to Our Common Stock

A Retail Trading Market for ~~Our~~our Common Stock May Not Actively Develop.

Shares of our common stock currently resumed trading on the OTCQB on August 22, 2022. Prior to then, due to a prior lack of current and publicly available information about the Company, trading in shares of our common stock was eligible only for unsolicited quotes on the “Expert Market” of the OTC Markets Group. Because quotations in Expert Market securities are restricted from public viewing, the designation severely limits the number of buyers of, and effectively prevents the development of an active trading market in, designated securities. Even though shares of our common stock now trade on the OTCQB, there can be no assurance as to whether OTC Markets Group will continue to enable shares of our common stock to be quoted on a retail market or whether shares of our common stock can successfully be traded on other trading platforms. As a result, any limited trading of shares of our common stock subject to having a higher risk of wider spreads, increased volatility, and price dislocations.

Trading on an Over-the-Counter Market Could Adversely Affect the Liquidity of ~~Our~~our Common Stock.

Trading in our common stock on the OTCQB since August 22, 2022 has been very limited and we cannot make any assurances that the trading volume will increase, or, if and when it increases, that it will be sustained at any level. Over-the-counter markets are generally considered to be less efficient than, and not as broad as, a stock exchange. Stockholders may have difficulties reselling significant numbers of shares of common stock at any particular time and may not be able to resell their shares of common stock at or above the price paid for such shares. As a result, stockholders may be required to hold shares of common stock for an indefinite period of time. In addition, sales of substantial amounts of common stock could lower the prevailing market price of our common stock.

U.S. Broker-Dealers May Be Discouraged from Effecting Transactions in Shares of our Common Stock.

Our Common Stock may be deemed a “penny stock” under SEC rules. As a result, trading in our common stock may be subject to the requirements of SEC rules that require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock (generally, any non-exchange listed equity security that has a market price share of less than $5.00 per share, subject to certain exceptions) and a two business day “cooling off period” before broker and dealers can effect transactions in penny stocks. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction before the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. These, and the other burdens imposed upon broker-dealers by the penny stock requirements, could discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of our common stock and the ability of holders of our common stock to sell it.

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The Compliance and Reporting Requirements of Being a Public Reporting Company Can Be ~~Expensive~~Time-Consuming and Costly.

We are a public reporting company and, accordingly, are subject to the information and reporting requirements of the Exchange Act, and other federal securities laws, including compliance with the Sarbanes-Oxley Act. Preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders is costly. In addition, we may face time consuming and costly effects to develop and implement internal controls and reporting procedures required by the Sarbanes-Oxley Act.

Our Officers, Directors and Principal Stockholders Can Exert Significant Influence Over Us and May Make Decisions That Are Not in the Best Interests of All Stockholders .

As of March 1510, ~~2024~~2025, our officers and directors beneficially owned approximately 2120.14% of our shares of common stock, while ~~four~~three other principal stockholders beneficially owned in the aggregate an additional approximately 4740.09% of our shares of common stock. As a result, our officers, directors, and certain principal holders of common stock are able to affect the outcome of, or exert significant influence over, all matters requiring stockholder approval, including the election and removal of directors and the approval of a business combination. This concentration of ownership of our common stock could have the effect of delaying or preventing a change of control of us or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of us. This, in turn, could have a negative effect on the market price of our common stock, if and when it commences trading. It could also prevent our stockholders from realizing a premium over the market prices for their shares of common stock. Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders, and accordingly, they could cause us to enter into transactions or agreements that we would not otherwise consider.

Transactions Engaged in by ~~Our~~our ~~Largest Stockholders~~Officers, ~~Our~~ Directors or ~~Officers~~ Principal Stockholders Involving ~~Our~~our Common Stock May Have an Adverse Effect on the Value of ~~Our~~our Common Stock.

Sales of our common stock by our officers, directors and principal stockholders could have the effect of lowering the price or value of our common stock. The perceived risk associated with the possible sale of a large number of shares of common stock by those stockholders could cause some of our stockholders to sell their stock, thus adversely affecting the value of our common stock. Our largest stockholders, directors and executive officers may sell a significant number of shares for a variety of reasons unrelated to the performance of our business. Our stockholders may perceive these sales as a reflection of management’s view of the business, which may result in some stockholders selling their shares of our common stock. These sales also could adversely affect the value of our common stock.

Volatility of ~~Our~~our Stock Price Could Adversely Affect Current and Future Stockholders.

The market price of our common stock is likely to fluctuate widely in response to various factors which are beyond our control. The price of our common stock is not necessarily indicative of our operating performance or long-term business prospects. In addition, the securities markets have ~~from time-to-time~~ periodically experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. Factors that could cause the market price to fluctuate substantially include, among others:

●

our ability or inability to execute our business plan;

●

the dilutive effect or perceived dilutive effect of additional equity financings;

●

investor perception of our company and of the industry;

●

the success of competitive products or technologies;

●

regulatory developments in the U.S. or overseas;

●

developments or disputes concerning patents or other proprietary rights;

●

the recruitment or departure of key personnel; or

●

general economic, political and market conditions.

The stock market in general can often experience extreme price and volume fluctuations. Any such market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value of our common stock. Price volatility could be worse if the trading volume of our common stock is low.

14 Notification, Negotiation, and Participation Rights We Provided to Smith+Nephew May Impact our Ability to License the Aurix Product to or Enter into a Business Combination with a Third Party, or our Ability to Sell Equity Securities during the Term of the Distribution Agreement.

Among the terms of the Distribution Agreement, we provided to Smith+Nephew for a period of 18 months a right of notification, and a right of first negotiation for 45 days, in the event we receive a proposal from another party for (a) the license, assignment, transfer, or disposal of our Aurix product or related products, or (b) a business combination that we submit or recommend to our stockholders. Under the Distribution Agreement, we also provided to Smith+Nephew a right of notification and participation in any proposed sale of our equity securities. There can be no assurance whether we will receive a proposal or offer, or consummate a relevant transaction, during the 18-month period through September 2026. There also can be no assurance whether we seek to sell equity securities during the term of the Distribution Agreement. The existence of these rights may adversely impact whether we receive licensing or similar proposals, whether we receive a business combination offer, or whether we seek to sell equity securities. Even if we receive such a proposal or offer, or sell securities, the existence of these rights held by Smith+Nephew may adversely affect the price and terms of such a proposal, offer, or transaction, and the willingness of and timing for us or other parties to complete such a proposal, offer, or transaction.

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ITEM 1B. Unresolved Staff Comments

Not applicable.

ITEM 1C. Cybersecurity

Our management recognizes the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers, and violation of data privacy or similar security laws.

We have implemented an information security management system in accordance with our risk profile and business that is designed to protect the Company from cybersecurity threats. As our business operations grow, we plan to develop a more robust and detailed strategy for cybersecurity in alignment with nationally accepted standards.

We have not identified any cybersecurity incidents or threats that have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. However, like other companies in our industry, we and our third-party vendors have from time-to-time experienced threats and cybersecurity incidents that could affect our information or systems,

The Board of Directors and Audit Committee oversee the management of risks by the Company’s management. The Audit Committee is responsible for reviewing the Company’s cybersecurity program and risks, as identified by our management, and the steps that our management has taken to protect against threats to the Company’s assets including information systems and data security.

ITEM 2. Properties

Our principal executive offices are located in a leased space at 8285 El Rio Street, Suite 190, Houston, TX 77054.

The Company does not own any real property and does not intend to invest in any real property in the foreseeable future.

ITEM 3. Legal Proceedings

There are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition, or cash flows.

ITEM 4. Mine Safety Disclosures

Not applicable.

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PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Shares of our common stock trade on the OTCQB tier of the over-the counter market operated by OTC Markets Group, Inc. under the symbol “AURX”. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions.

Holders

According to information provided by the transfer agent of the Company, there were approximately 800 holders of record of our common stock as of March 1510, 2024.

Dividends

We have never paid or declared cash distributions or dividends in our history, and we do not intend to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain all earnings, if and when generated, for reinvestment in our business.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Our common stock may be deemed a “penny stock.” The definition of penny stock under SEC rules generally includes equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document, which generally: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities’ laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; and develop defines significant terms in the disclosure document or in the conduct of trading in penny stocks. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for shares of our common stock.

Issuer Purchases of Equity Securities

None.

Recent Sales of Unregistered Securities

None.

ITEM 6. [Reserved]

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and related notes appearing elsewhere in this Annual Report. The discussion in this section regarding the Company’s business and operations includes “forward-looking statements”. See “Special Note Regarding Forward-Looking Statements” at the beginning of this Annual Report.

Overview

Nuo is a regenerative therapies company developing and marketing products primarily within the U.S. We commercialize innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (i.e., from self or the patient’s own) biological therapies for tissue repair and regeneration is part of a transformative clinical strategy designed to improve long -term recovery in complex chronic conditions with significant unmet medical needs.

Our only current commercial offering consists of point of care technology for the safe and effective separation of autologous blood to produce a platelet-based therapy for the chronic wound care market (the "Aurix System"). The Company ceased normal operating activities effective May 1, 2019, as it awaited developments concerning Medicare coverage of the Aurix System under its National Coverage Decision (“NCD”) reconsideration request. Product sales were reinitiated in mid-2022 after the favorable NCD determination was issued in April 2021, the Aurix System supply chain was re-established, and equity capital was accessed in December 2021 via the early exercise of warrants under a warrant modification agreement.

Distribution Agreement with Smith+Nephew

On March 31, 2025, we entered into a Distribution Agreement (the “Distribution Agreement”) with a U.S. affiliate of Smith & Nephew PLC ("Smith+Nephew"), a global medical technology company. Under the Distribution Agreement, we will supply Smith+Nephew with its own private label of our Aurix product. Although Smith+Nephew will be the sole and exclusive distributor in the United States of a private label Aurix product (the “Private Label product”), we have the ability and will continue to market, distribute, and sell our own Aurix branded product. The Distribution Agreement is for an initial term of five years and is renewable for additional two-year terms, subject to provisions for earlier termination.

As consideration for entering into the Distribution Agreement, Smith+Nephew will pay us up to $2,250,000 for distribution rights and in exchange for our establishment and maintenance of reimbursement in certain categories for the Aurix and the Private Label products. Such fees will be refundable to Smith+Nephew on a pro rata basis for the unexpired initial term of the Distribution Agreement if we do not comply with certain terms and conditions. A portion of the $2,250,000 was previously paid to us during the fiscal period ended March 31, 2025 in connection with entering into an exclusivity period to negotiate the Distribution Agreement.

We believe that Smith+Nephew will need time to establish and begin commercial sales of its Private Label product. As a result, we anticipate limited sales under the Distribution Agreement during the next 12 months. While the Distribution Agreement will provide us with revenues, we also will incur expenses at the outset of the Distribution Agreement to enable us to comply with its provisions as well as packaging, shipping, and related costs associated with delivering the Private Label product for Smith+Nephew. The amount of these expenses and costs will vary depending on the amount of purchase orders that we receive from Smith+Nephew.

Comparison of the Years Ended December 31, 2024 and 2023

The revenue amounts presented in these comparison sections are rounded to the nearest thousand.

Comparison of the Years Ended December 31, 2023 and 2022

Revenue and Gross Profit

Product revenues for the year ended December 31, ~~2023~~2024 totaled approximately $~~610~~1,365,000 with approximately $~~482~~1,062,000 of associated gross profit and a resulting gross margin of approximately 7978%. Product revenues for the year ended December 31, ~~2022~~2023 totaled approximately ~~112~~$609,000 asand ~~re-initiation~~associated ofgross ~~commercial~~profit ~~sales activity~~ for the ~~Aurix~~year ~~product~~was ~~began~~approximately ~~during~~$482,000 ~~the~~with ~~three~~a ~~months~~resulting ~~ended~~gross ~~September~~margin ~~30,~~of ~~2022~~79%. ~~Gross~~The ~~profit~~approximately 124% increase in product revenues for ~~the~~2024 ~~year~~versus ~~ended~~2023 ~~December~~is ~~31,~~attributable ~~2022~~to ~~was~~increased ~~approximately~~adoption ~~$93,000~~of the Aurix product by hospital facilities and aphysician ~~resulting~~providers ~~gross~~as ~~margin~~product ofawareness ~~83%~~increases.

Operating Expenses

Total operating expenses ~~increased~~decreased approximately $~~237~~131,000 to approximately $3,~~650~~520,000 comparing the year ended December 31, ~~2023~~2024 to the prior full year ~~2022~~2023 period. The ~~increase~~decrease was attributable to ~~increases~~decreases of (i) approximately $~~274~~244,000 in compensation and benefits expense as ~~employee~~salary ~~headcount~~costs ~~was~~related ~~not~~to ~~constant~~sales ~~for~~related ~~the~~headcount ~~two~~decreased ~~years~~approximately ~~and~~$250,000 ~~employees~~(ii) ~~were~~approximately ~~added~~$81,000 ~~during~~for ~~the~~credit ~~2022~~losses ~~period in preparation for re-commercialization~~provision, and (iiiii) approximately $9035,000 ofin ~~distributor~~lease ~~commissions~~costs ~~due~~as towe ~~increased~~terminated ~~revenues,~~the ~~and~~lease ~~(iii)~~on ~~$160,000~~our ~~bad~~Florida ~~debt~~office ~~provision~~space in March 2024. These ~~increases~~decreases were partially offset by aincreases ~~decrease~~ of (i) approximately $~~277~~195,000 in ~~third-party~~sales commission costs to independent sales representatives and (ii) approximately $55,000 in professional fees.

Interest Expense, net

Interest ~~expense~~income, net for the ~~years~~year ended December 31, ~~2023~~2024 ~~and~~of approximately $100 represents net interest income from interest income on excess cash balances slightly in excess of interest expense attributable to the financing of insurance premiums. Interest expense, net for the year ended December 31, ~~2022~~2023 of approximately $3,200 ~~and $2,100, respectively,~~ represents ~~interest expense from~~ the financing costs of insurance premiums in excess of interest income on reduced excess cash balances in 2023.

Other Income (Expense)

Other income for the year ended December 31, ~~2022~~2024 primarily represents the gain of approximately $~~146~~133,~~000~~600 realized from the negotiated settlement of legacy accounts payable with third-party vendors including the full release of any ongoing payment liability.

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Liquidity and Capital Resources

Overview

As of December 31, ~~2023~~2024, we had cash and cash equivalents of approximately $0.93 million, total current assets of approximately $10.68 million and total current liabilities of approximately $0.76 million. We have a history of losses and are not currently profitable. For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, we incurred net losses of approximately $3.2.3 million inand ~~each~~$3.2 ~~year~~million, respectively. As of December 31, ~~2023~~2024, our accumulated deficit was approximately $2932.93 million and our stockholders’ equity was approximately $1.0.5 million.

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We maintain our cash deposits primarily in financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). We have not experienced any losses related to amounts in excess of FDIC limits.

Financing Activities

InDuring ~~2022~~the year ended December 31, 2023, we sold 32,~~957~~442,~~757~~500 shares of common stock to certain accredited investors pursuant to Securities Purchase Agreements in two private placements which closed in ~~April~~August and ~~May~~December ~~2022~~2023 for proceeds of $31,~~957~~997,~~757~~500.

~~Additionally,~~Effective inJanuary ~~August~~1, ~~2022~~2024, wepursuant ~~entered~~to ~~into~~the aprovisions of the August 2022 Common Stock and Warrant Purchase Agreement, ~~with~~we issued Pacific Medical, ~~Inc.~~a ~~(“Pacific~~warrant ~~Med”)~~to ~~for~~purchase ~~the~~up ~~sale~~to ~~and~~500,000 ~~issuance of~~ shares of common stock ~~and~~at ~~warrants~~a toprice ~~purchase~~equal ~~shares~~to of$0.56, ~~common~~the ~~stock.~~20-day ~~Pursuant~~volume toweighted ~~the~~average ~~Common~~closing ~~Stock~~price ~~and~~per ~~Warrant~~share ~~Purchase~~of ~~Agreement,~~our ~~Pacific~~common ~~Med~~stock ~~purchased~~ending ~~500~~December 31,~~000~~ ~~shares~~2023. ofThe ~~the~~warrant ~~Company’s~~was ~~common~~exercised ~~stock~~on ~~for~~June ~~$500~~27,~~000~~ in2024 ~~September~~and ~~2022~~we received proceeds of $151,200.

InDuring ~~2023~~the year ended December 31, 2024, we sold 2,~~442~~000,~~500~~000 shares of common stock to certain accredited investors pursuant to Securities Purchase Agreements in two private placements which closed in ~~August~~May and ~~December~~September ~~2023~~2024 for total proceeds of $1,~~997,~~500,000.

Additionally, effective January 1, 2024, pursuant to the provisions of the August 2022 Common Stock and Warrant Purchase Agreement described above, we issued to Pacific Med a warrant to purchase up to 500,000 shares of common stock at a price equal to the lower of $2.00 per share or $0.56, the 20-day volume weighted average closing price per share of our common stock ending December 31, 2023. The warrant is exercisable until June 30, 2024.

Going Concern

Our continuing losses and limited cash resources raise substantial doubt about our ability to continue as a going concern, and we need to raise substantial additional funds in order to continue to conduct our business. If we are unable to secure sufficient capital to fund our operating activities, we may be forced to delay further the completion of, or significantly reduce the scope of, our current business plan. It is uncertain whether we will be able to obtain such financing on satisfactory terms or at all. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

We may not be able to obtain additional capital as required to finance our efforts, through equity or debt financing or any combination thereof, on satisfactory terms or at all. Additionally, any such financing, if at all obtained, may not be adequate to meet our capital needs and to support our operations.

Cash Flows

Net cash provided by (used in) operating, investing, and financing activities for the periods presented were as follows:

	Year Ended December 31, 2023			Year Ended December 31, 2022
	Year Ended December 31, 2024			Year Ended December 31, 2023
Cash flows used in operating activities	$	(32,~~167~~231,~~782~~622	)	$	(3,~~706~~167,~~126~~782	)
Cash flows used in investing activities	$	(7154,~~244~~962	)	$	(597,~~992~~244	)
Cash flow provided by financing activities	$	1,~~997~~741,~~500~~617		$	41,~~457~~997,~~757~~500

Operating Activities

Cash used in operating activities for the year ended December 31, ~~2023~~2024 of approximately $32.2 million primarily reflects our net loss of approximately $3.2 .3 million adjusted by anthe ~~offsetting~~net effect of (i) approximately $0.32 million ~~net~~in ~~change~~total infor ~~operating~~amortization of right of use assets, depreciation of property and ~~liabilities~~equipment, and stock-based compensation, (iii) approximately $0.31 million in combined ~~total~~provisions for ~~provision~~credit ~~for~~losses ~~doubtful~~and ~~accounts,~~inventory ~~depreciation~~obsolescence ~~and~~partially ~~amortization~~offset ~~expense~~by ~~and~~the ~~stock-based~~approximately ~~compensation~~$0.1 ~~expense~~million gain on settlement of legacy accounts payable balances.

Cash used in operating activities for the year ended December 31, ~~2022~~2023 of approximately $3.72 million primarily reflects our net loss of approximately $3.2 million adjusted by ~~(i)~~an aoffsetting ~~non-cash gain of~~ approximately $0.13 million ~~from~~ ~~the~~net ~~negotiated~~change ~~settlement~~in ofoperating ~~legacy~~assets ~~accounts~~and ~~payable~~liabilities ~~obligations,~~and (iii) approximately $0.1 million in total amortization of right of use assets, property and equipment depreciation, and stock-based compensation, and (~~iii~~ii) approximately $0.52 million ~~net~~in ~~change~~combined inprovisions ~~operating~~for ~~assets~~credit losses and ~~liabilities~~inventory obsolescence.

~~Investing Activities~~20

We had limited investing activities for the years ended December 31, 2023 and December 31, 2022 totaling approximately $7,000 and $60,000, respectively.

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Investing Activities

Cash used in investing activities for the year ended December 31, 2024 of approximately $155,000 primarily represents our purchase of centrifuge devices in the amount of approximately $151,000. We had limited investing activities of approximately $7,000 for the year ended December 31, 2023.

Financing Activities

Cash provided by financing activities for the year ended December 31, ~~2023~~2024 of approximately $21.07 million represents proceeds of (i) $1.5 million from two equity private placements that closed in ~~August~~May and September 2024, (ii) $151,000 from the exercise of 270,000 warrants in June 2024, and (iii) approximately $90,000 from the exercise of options in December ~~2023~~2024.

Cash ~~flows~~provided ~~from~~by financing activities for the year ended December 31, ~~2022~~2023 ~~reflects~~of ~~(i)~~ approximately $42.0 million ofrepresents proceeds ~~raised~~ from two equity private placements ~~which~~that closed in ~~April~~August and ~~May~~December ~~2022~~2023. ~~and (ii) $0.5 million of proceeds from the Common Stock and Warrant Purchase Agreement with Pacific Medical, Inc. in September 2022.~~

Inflation

The Company does not believe that inflation has had a material effect on its operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Critical Accounting Policies

This Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. A summary of our significant accounting policies is included in Note 2 to the accompanying consolidated financial statements.

A “critical accounting policy” is one that is both important to the portrayal of our financial condition and results of operations and that requires management’s most difficult, subjective, or complex judgments. Such judgments are often the result of a need to make estimates about the effect of matters that are inherently uncertain. There Weare ~~have~~no ~~identified the following~~ accounting policies identified as critical:.

~~Use of Estimates~~21

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In the accompanying consolidated financial statements, estimates are used for, but not limited to, stock-based compensation, recoverability and depreciable lives of long-lived assets, deferred taxes and associated valuation allowance, and allowances for inventory obsolescence and doubtful accounts. Actual results could differ from those estimates.

Revenue Recognition

We analyze our revenue arrangements to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers; (ii) identification of distinct performance obligations in the contract; (iii) determination of contract transaction price; (iv) allocation of contract transaction price to the performance obligations; and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation. We recognize revenues upon the satisfaction of its performance obligations (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.

We provide for the sale of our products, including disposable processing sets and supplies to customers. Revenue from the sale of products is recognized upon shipment of products to the customers. We do not maintain a reserve for returned products, as in the past those returns have not been material and are not expected to be material in the future.

Stock-Based Compensation

We recognize expense in the consolidated statements of operations for the fair value of all stock-based compensation to key employees, non-employee directors and advisors, generally in the form of stock options and stock awards. We use the Black-Scholes option valuation model to estimate the fair value of stock options on the grant date. Compensation cost is amortized on a straight-line basis over the vesting period for each respective award. We account for any forfeitures as they occur.

Basic and Diluted Earnings (Loss) per Share

In periods of net loss, basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. In periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all potential dilutive common shares is anti-dilutive.

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For periods of net income, diluted earnings per share is computed using the more dilutive of the “treasury method” or “two class method.” Dilutive earnings per share under the “treasury method” is calculated by dividing net income available to common stockholders by the weighted- average number of shares outstanding plus the dilutive impact of all potential dilutive common shares, consisting primarily of common shares underlying common stock options and stock purchase warrants using the treasury stock method, and convertible notes using the if-converted method. Because none of the Company’s equity-linked financial instruments contain non-forfeitable rights to dividends, the “two class” method results in the same diluted earnings per share as the “treasury method.”

Recent Accounting Pronouncements Not Yet Adopted

See the discussion of Recent Accounting Developments in Note 2 - Liquidity and Summary of Significant Accounting Principles.

The Company does not believe that any recently issued effective standards, or standards issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

ITEM 8. Financial Statements and Supplementary Data

The information required pursuant to this Item 8 is incorporated by reference herein to our consolidated financial statements beginning on page F-1 of this ~~Form~~Annual ~~10-K~~Report.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision of and with the participation of our management, including our Chief Executive and Financial Officer, who is our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this ~~Form~~Annual ~~10-K~~Report. The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this ~~Form~~Annual ~~10-K~~Report, we concluded that, as of such ~~dates~~date, our disclosure controls and procedures were not effective due to the existence of the material weaknesses in the Company’s internal control over financial reporting described below under “Material Weaknesses” and “Remediation Plan.”

Notwithstanding the conclusion that our disclosure controls and procedures as of the end of the period covered by this Form 10-K were not effective, and notwithstanding the material weaknesses in our internal control over financial reporting described below, management believes that the consolidated financial statements and related financial information included in this Form 10-K fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with GAAP.22

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Notwithstanding the conclusion that our disclosure controls and procedures as of the end of the period covered by this Annual Report were not effective, and notwithstanding the material weaknesses in our internal control over financial reporting described below, management believes that the consolidated financial statements and related financial information included in this Annual Report fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with GAAP.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Our management conducted an assessment of our internal control over financial reporting as set forth in Item 308(a) of Regulation S-K promulgated under the Exchange Act and Section 404 of the Sarbanes-Oxley Act as of the end of the end of the period covered by this ~~Form~~Annual ~~10-K~~Report. Based on this assessment, our management concluded that our internal control over financial reporting was ineffective due to the continuing material weakness in our internal control over financial reporting described below under “Material Weaknesses” and “Remediation Plan.”

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the preparation of this Form 10-K and the consolidated financial statements and related disclosures herein, management identified the following material weaknesses.

Beginning in mid-2019, we ceased ongoing operational activities and terminated all our financial accounting and reporting resources as we worked to reach a favorable outcome to Medicare reimbursement coverage for the Aurix System. When we re-started commercial operations in 2022 and as disclosed in Annual Report on Form 10-K for the fiscal year ended December 31, 2022, ~~the Company~~ we had not hired and did not maintain a sufficient complement of accounting and financial reporting resources. The lack of sufficient accounting and financial reporting resources also prevented ~~the Company~~ us from maintaining appropriately designed, and monitoring the effectiveness of, internal control over financial reporting.

Remediation Plan

~~Beginning~~Since in 2022, ~~the~~we ~~Company~~ have engaged outside consultants to assist with various accounting and financial reporting matters and we will continue assessing the need for hiring additional internal accounting and third-party financial reporting resources. As we continue to obtain additional financial resources and as we continue to increase our operating activity, management, under the oversight of the Audit Committee of the Board of Directors, will continue to implement measures designed to improve our internal control over financial reporting to remediate the identified material weaknesses, namely, to identify and engage, through internal hiring and the use of external third parties, a sufficient complement of accounting and financial reporting resources and to periodically assess the design and operating effectiveness of our internal controls.

While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will continue to require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We cannot assure you that the measures we have taken to date, or that we may take in the future, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses.

Changes in Internal Control over Financial Reporting

Other than as described above, there were no changes in our internal control over financial reporting during the ~~year~~fiscal quarter ended December 31, ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 9B. Other Information

~~None.~~Rule 10b5-1 Plans

During the year ended December 31, 2024, none of our directors or executive officers adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K.

Entry into a Material Definitive Agreement

On March 31, 2025, we entered into a Distribution Agreement (the “Distribution Agreement”) with Smith & Nephew, Inc (“Smith+Nephew”), a U.S. affiliate of Smith & Nephew PLC, a global medical technology company. Under the Distribution Agreement, we will supply to Smith+Nephew its own private label of our Aurix product. Although Smith+Nephew will be the sole and exclusive distributor in the United States of a private label Aurix product (the “Private Label product”), we have the ability and will continue to market, distribute, and sell our own brand Aurix product.

Under the Distribution Agreement, Smith+Nephew will purchase Private Label product from us, from time to time at agreed upon transfer pricing and we will manufacture, package, and ship the Private Label product to Smith+Nephew’s customers in accordance with purchase orders and the Distribution Agreement. During the initial term of the Distribution Agreement commencing on the first date of sale by Smith+Nephew, minimum annual purchase commitments will apply to Smith+Nephew of an average of approximately $500,000 per year for Smith+Nephew to maintain exclusive distribution rights.

The Distribution Agreement is for an initial term of five years and is renewable for additional two year terms subject to earlier termination in accordance with the terms and conditions of the agreement. Although the Distribution Agreement is exclusive to Smith+Nephew in the United States, we are entitled to maintain our existing distributors and sales agents for the Aurix product. The Distribution Agreement also contains other standard and negotiated terms and conditions including non-solicitation of each parties’ customers based on identified customer lists, and liability and indemnity clauses.

In connection with entering into the Distribution Agreement, Smith+Nephew obtained certain additional information rights related to Nuo’s business and corporate matters. In particular, we provided to Smith+Nephew a right of notification and a right of first negotiation over a defined period, in the event we receive from another party a proposal for (a) the license, assignment, transfer, or disposal of our Aurix product or related products, or (b) a business combination that we submit or recommend to our stockholders. These rights continue for a limited period of the initial term of the Distribution Agreement. These information rights were agreed upon as binding provisions in a term sheet dated February 11, 2025 that we entered into with Smith+Nephew which resulted in the Distribution Agreement.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

ITEM 10. Directors, Executive Officers, and Corporate Governance

Set forth below is information regarding the directors and executive officers of the Company. Officers are appointed by, and serve at the pleasure of, the Board of Directors.

Name	Age		Position	~~Position~~
David E. Jorden	62	61	Chief Executive and Financial Officer; Director	~~Chief Executive and Financial Officer; Director~~
C. Eric Winzer	68	67	Independent Director	~~Independent Director~~
Scott M. Pittman	66	65	Independent Director	~~Independent Director~~
Paul D. Mintz, MD	76	75	Independent Director	~~Independent Director~~
Peter A. Clausen	58	59	Chief Scientific and Operating Officer	~~Chief Scientific and Operating Officer~~

David E. Jorden has been Chief Executive and Financial Officer of the Company since July 1, 2016 after serving as Acting Chief Executive Officer ~~beginning~~ effective January 8, 2016 and Acting Chief Financial Officer effective May 2015. Mr. Jorden also serves as Secretary of the Company. He has served as a director since October 2008. Mr. Jorden is also presently serving since June 2013 as Chief Executive Officer for Nanospectra Biosciences, Inc., a private company developing nanoparticle directed photothermal ablation technology of solid tumors. From 2003 to 2008, he was with Morgan Stanley’s Private Wealth Management group where he was responsible for equity portfolio management. Prior to Morgan Stanley, Mr. Jorden served as Chief Financial Officer for Genometrix, Inc., a private genomics/life sciences company focused on high-throughput microarray applications. Mr. Jorden was previously a principal with Fayez Sarofim & Co. Mr. Jorden has a MBA from Northwestern University’s Kellogg School and a B.B.A. from University of Texas at Austin. He is a Chartered Financial Analyst and previously held a Certified Public Accountant designation.

Mr. Jorden was chosen to serve on the Board in part because of his extensive financial experience, particularly in the life sciences industry. As our current Chief Executive ~~Officer~~ and ~~Chief~~ Financial Officer, he provides the Board with critical insight into the day-to-day operations of the Company.

C. Eric Winzer has served as director since January 30, 2009. Mr. Winzer has over 30 years of experience in addressing diverse financial issues including raising capital, financial reporting, investor relations, banking, taxation, mergers and acquisitions, financial planning and analysis, and accounting operations. Mr. Winzer has been the Chief Financial Officer at Immunomic Therapeutics, Inc., a privately-held clinical stage biotechnology company, since May 2015. From June 2009 to April 2015 Mr. Winzer served as the Principal Accounting Officer, Senior Vice President of Finance, and Chief Financial Officer for OpGen Inc. (OPGN), a precision medicine company that went public in May 2015. Before his tenure with OpGen Inc., Mr. Winzer held multiple executive positions at Avalon Pharmaceuticals, Inc. (AVRX) including serving as its Chief Financial Officer and Executive Vice President, Principal Accounting Officer, and Secretary. Before joining Avalon Pharmaceuticals, Mr. Winzer held numerous senior financial positions over twenty years at Life Technologies Corporation (LIFE) (now part of Thermo Fisher Scientific (TMO)) and its predecessor companies, Invitrogen (IVGN) and Life Technologies, Inc. (LTEK). From 1980 to 1986, Mr. Winzer held various financial positions at Genex Corporation. Mr. Winzer holds a B.A. in Economics and Business Administration from Western Maryland College (now McDaniel College) and an M.B.A. from Mount Saint Mary's University.

Mr. Winzer was chosen to serve as a director of the Company in part because of his executive experience in the life sciences industry and his substantial financial knowledge and expertise.

Scott M. Pittman has served as a director since May 5, 2016. Mr. Pittman has over 30 years in hospital executive management. Since 2014, he has served in operational and business development roles for, and currently is Senior Vice President of, Buchanan General Hospital. Since 2010, he has been a Registered Representative with Calton & Associates. From 2001 to 2009, he was a hospital CEO with Adventist Health Systems. During 1989 to 2001, he was a hospital executive and system COO for Princeton Community Hospital Assoc. Mr. Pittman has developed several multi-million-dollar hospital and program service expansions, healthcare entity acquisitions and mergers, and served on state and regional health planning organizations. He is a magna cum laude graduate of Southwestern Adventist University with B.A. and B.S. Degrees in Business and Finance, and a Masters of Hospital Administration from Medical College of Virginia.

Mr. Pittman was chosen to serve as a director of the Company in part because of his extensive experience as a hospital administration executive.

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Paul D. Mintz, MD has served as a director since April 7, 2017. Dr. Mintz is a consultant in the fields of transfusion medicine and other biotherapies. ~~Until~~He ~~April~~most ~~2024,~~recently he served as Senior Vice President and Chief Medical Officer of Verax Biomedical, Inc., (Verax Biomedical). Prior to joining Verax Biomedical in early 2016, Dr. Mintz served as Director, Division of Hematology Clinical Review, Office of Blood Research and Review, Center for Biologics Evaluation and Research of the U.S. Food and Drug Administration from 2011 to 2016. Prior to that, for more than 30 years, Dr. Mintz was a member of the faculty of the University of Virginia, School of Medicine, where he was a tenured Professor of Pathology and Internal Medicine. He also served as Vice-Chair of Pathology and Chief of the Division of Clinical Pathology, and as Medical Director of the Clinical Laboratories and Transfusion Medicine Services at the University of Virginia Health System. In addition, Dr. Mintz served as Co-Medical Director of Virginia Blood Services. He served as a director of Immucor, Inc. (BLUD) from 2009 to 2011. Dr. Mintz is a former President of the American Association of Blood Banks (now the Association for the Advancement of Blood and Biotherapies), or AABB, served on AABB’s Board of Directors for nine years, and chaired and was a member of numerous AABB committees. He has also served as a member of the Board of Trustees of the National Blood Foundation. A recipient of a Transfusion Medicine Academic Award from the National Heart, Lung and Blood Institute, Dr. Mintz was an inaugural inductee into the National Blood Foundation Hall of Fame. He has served as a member of the Medicare Coverage Advisory Committee of CMS. Dr. Mintz is author or co-author of more than 100 articles and editorials spanning clinical practice, blood safety and the evaluation of new transfusion medicine technologies and has designed and served as principal investigator for numerous clinical trials. He is the sole editor of ~~all~~the first three editions of Transfusion Therapy: Clinical Principles and Practice (AABB Press) and has served on several journal editorial boards. Dr. Mintz earned his BA with High Distinction in Philosophy from the University of Rochester and received his MD with Honors from the University of Rochester, School of Medicine.

Dr. Mintz was chosen to serve as a director of the Company based in part on his recognized expertise in clinical practice, his extensive involvement in transfusion medicine, transfusion-related clinical trials, and regulatory leadership experience.

Peter A. Clausen has been our Chief Scientific and Operating Officer since January 1, 2022. He previously was appointed as the Chief Scientific Officer inon March 30, 2014 and served in that position until December 31, 2019. He originally joined the Company in September 2008 and has more than 20 years of experience in the biotechnology industry. Dr. Clausen served as a Senior Product manager within the orthobiologics division at Arthrex Inc. from March 2020 to October 2021 where he was responsible for the development and launch of autologous biologics used to treat inflammatory mediated connective tissue disease. Prior to originally joining the Company, he was a founding member and Vice President of Research and Development at Marligen Bioscience, where he developed and commercialized innovative genomic and protein analysis products for the life sciences market. Dr. Clausen was the Manager of New Purification Technologies at Life Technologies and the Invitrogen Corporation. He also has significant experience within the commercial biotechnology industry developing peptide and small molecule therapeutics for application in the areas of inflammatory mediated disease and stem cell transplantation. He completed his post-doctoral training at the Laboratory of Molecular Oncology at the National Cancer Institute where his research efforts focused in the areas of oncology, hematopoiesis, and gene therapy. Dr. Clausen earned Ph.D. in Biochemistry from Rush University in Chicago and a Bachelor of Science degree in Biochemistry from Beloit College.

There are no family relationships between any of the Company’s executive officers or directors and, other than as disclosed above, there are no arrangements or understandings between a director and any other person pursuant to which such person was elected as director.

Corporate Governance

Each director holds office for the term for which he or she is elected or until his or her successor is duly elected. The Company has not made any material changes to the procedures by which stockholders may recommend nominees to the Board of Directors of the Company since 2022.

Audit Committee Financial Expert

The Board has established an Audit Committee in accordance with section 3(a)(58)(A) of the Exchange Act. The Audit Committee currently is comprised of Mr. Winzer, Dr. Mintz, and Mr. Pittman. The Board has determined that Mr. Winzer is independent and is an audit committee financial expert as defined by Item 407(d)(5) of Regulation S-K. The Company applies Nasdaq Stock Market corporate governance requirements and standards in determining director and Audit Committee independence.

Code of Conduct and Ethics

The Board has adopted a Code of Conduct and Ethics applicable to all directors, officers, and employees in accordance with Item 406 of Regulation S-K. A copy of this Code of Conduct and Ethics is available on our website at www.nuot.com.

~~Delinquent~~Insider ~~Section~~Trading ~~16(a) Reports~~Policy

~~Section~~We ~~16(a)~~have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the ~~Exchange~~Company’s ~~Act~~securities ~~requires~~applicable to our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations. Our insider trading policy, among other things, (a) prohibits our directors, officers, and employees, and related persons ~~who~~and ~~own~~entities, ~~more~~from ~~than~~trading ~~ten~~in ~~percent~~our securities and securities of acertain ~~registered~~other ~~class~~companies while in possession of ~~equity~~material ~~securities~~nonpublic toinformation, ~~within~~(b) ~~specified~~prohibits ~~time~~our ~~periods~~directors, ~~file~~officers, ~~certain~~and ~~reports~~employees from disclosing material, nonpublic information about the Company to others who may trade on the basis of ~~ownership~~that information, and ~~changes~~(c) requires that our directors, executive officers, and employees only transact in ~~ownership~~our ~~with~~securities during a specified window period, subject to limited exceptions. It is also our policy that the ~~SEC~~Company itself will not engage in transactions in our securities, except in compliance with applicable securities laws. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Based solely on a review of the Section 16 reports filed electronically with the SEC and written representations from certain reporting persons, the Company believes that, during the fiscal year ended December 31, 2023, all Section 16(a) reports required to be filed by its officers, directors, and greater than ten percent beneficial owners were timely filed; except that a report covering one transaction by Charles Sheedy, a beneficial owner of greater than ten percent of our common stock, was filed one day late.26

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ITEM 11. Executive Compensation

This following table presents information regarding compensation paid to our named executive officers for the fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Summary Compensation Table

Name and Principal Position	Year	~~Year~~	Salary	~~Salary~~			Bonus		~~Bonus~~		Option and Equity Awards		~~Option and Equity Awards (1)~~		All Other Compensation		~~All Other Compen- sation~~	Total		~~Total~~
David E. Jorden	2024	~~2023~~	$	$225,000	~~225,000~~	~~(2)~~	$	-	$	-	$	-	$	-	$	-	$	-$	225,000	$	~~225,000~~
Chief Executive and Chief Financial Officer		2022		$	168,750				$	-			$	1,786	(3)		$	-		$	170,536
Chief Executive and Financial Officer	2023		$	225,000			$	-			$	-			$	-		$	225,000
Peter A. Clausen	2024	~~2023~~	$	$210,000	~~225,000~~(a)	~~(4)~~	$	-	$	-	$	-	$	-	$	-	$	-$	210,000	$	~~225,000~~
Chief Scientific Officer and Chief Operating Officer		2022		$	210,000				$	-			$	3,247	(5)		$	-		$	213,247
Chief Scientific and Operating Officer	2023		$	225,000			$	-			$	-			$	-		$	225,000

(1a) ~~Represents~~Effective ~~the~~January ~~grant~~1, ~~date fair value of the common stock options issued during the fiscal year indicated~~2024, ~~calculated in accordance with FASB ASC Topic 718~~Dr. ~~The~~Clausen ~~warrant~~voluntarily ~~fair~~reduced ~~value~~his ~~was~~salary ~~estimated~~by ~~using~~$15,000 ~~the~~to ~~assumptions~~enable ~~detailed~~a insalary ~~Note~~increase 2for -certain ~~Liquidity~~other ~~and Summary of Significant Accounting Principles to the~~ Company’s ~~consolidated financial statements included in this Annual Report~~employees. ~~The fair value of the common stock issued was based on the trading price of the stock on the date of issuance.~~

(2) Effective April 1, 2022, the Board established Mr. Jorden’s annual salary as $225,000.

(3) On March 4, 2022, Mr. Jorden was granted 125,000 immediately exercisable options at an exercise price of $0.75.

(4) Effective January 1, 2022, the Board established Dr. Clausen’s paid annual salary as $180,000 and subsequently adjusted his annual salary to $225,000 effective May 1, 2022.

(5) On March 4, 2022, Dr. Clausen was granted 275,000 options at an exercise price of $0.75 of which one-third were immediately exercisable and the balance vesting quarterly over 3 years.

Employment Agreements

On May 9, 2022, the Company entered into an employment agreement effective April 1, 2022 with David Jorden, the Company’s Chief Executive and Financial Officer. The employment agreement provides for a base salary to Mr. Jorden of Two Hundred Twenty-Five Thousand Dollars ($225,000) per year and, as determined by the Compensation Committee, an annual bonus of up to 50% of such base salary. The employment agreement with Mr. Jorden also provides, upon certain circumstances, for a severance payment to him of twelve months base salary as in effect at the time upon termination of services, including due to a change in control of the Company. The terms of the employment agreement with Mr. Jorden contain other customary provisions.

On May 9, 2022, the Company also entered into an employment agreement effective January 1, 2022 with Peter Clausen, the Company’s Chief Scientific Officer and Chief Operating Officer. The employment agreement provides for a base salary to Dr. Clausen as of May 1, 2022 of Two Hundred Twenty-Five Thousand Dollars ($225,000) per year and, as determined by the Compensation Committee, an annual bonus of up to 50% of such base salary. Effective January 1, 2024, Dr. Clausen voluntarily reduced his salary by $15,000 to enable a salary increase for certain other Company employees. The Company anticipates that Dr. Clausen’s voluntary salary reduction will continue until the Company becomes cash flow positive. The employment agreement with Dr. Clausen also provides, upon certain circumstances, for a severance payment to him of twelve months base salary as in effect at the time upon termination of services, including due to a change in control of the Company. The terms of the employment agreement with Dr. Clausen contain other customary provisions.

The descriptions above of the employment agreements for Mr. Jorden and Dr. Clausen are qualified by reference to the ~~actual~~full text of such employment agreements, copies of which are incorporated by reference as exhibits to this Annual Report.

The Company does not provide any pension plans/benefits or ~~nonqualified~~non-qualified deferred compensation.

24 27

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Outstanding Equity Awards

The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, ~~2023~~2024.

Outstanding Equity Awards at December 31, ~~2023~~2024

Name	Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date
David E. Jorden		162,500	(1a)		-	$	1.00	6/30/2026
		192,710	(2b)		-	$	0.40	8/8/2025
		125,000	(3c)		-	$	0.40	12/31/2025
		66,672	(4d)		-	$	0.50	03/03/2032
		125,000	(5e)		-	$	0.75	03/03/2032
Peter A. Clausen		183,853	(2b)		-	$	0.40	8/8/2025
		81,250	(3c)		-	$	0.40	12/31/2025
		43,228	(4d)		-	$	0.50	03/03/2032
		275,000	(6f)		~~76,389~~-	$	0.75	03/03/2032

(1a) 62,500 vested immediately upon the January 9, 2017 date of grant, 50,000 vested on March 31, 2017, and 50,000 vested on December 31, 2017.

(2b) Fully vested upon the August 9, 2018 date of grant in settlement of $77,083 and $73,541 of accrued compensation liabilities for Mr. Jorden and Dr. Clausen, respectively.

(3c) Fully vested upon the March 4, 2022 date of grant in settlement of $50,000 and $32,500 of accrued compensation liabilities for Mr. Jorden and Dr. Clausen, respectively.

(4d) Fully vested upon the March 4, 2022 date of grant in settlement of $33,336 and $21,614 of accrued compensation liabilities for Mr. Jorden and Dr. Clausen, respectively.

(5e) Fully vested upon the March 4, 2022 date of grant.

(6f) One-third vested immediately upon the March 4, 2022 date of grant and the remainder ~~vest~~vested quarterly over three years.

Potential Payments Upon Termination or Change of Control

The May 9, 2022 employment agreements described above of each of Mr. Jorden and Dr. Clausen provides, upon certain circumstances, for a severance payment of twelve months of his base salary as in effect at the time upon termination of services, including due to a change in control of the Company.

~~Director~~In ~~Compensation~~addition, on August 9, 2024, the Company entered into Change in ~~2023~~Control Agreements with four employees, including Mr. Jorden and Dr. Clausen. The Change in Control Agreements provide additional financial incentive to the employees to maximize stockholder value in connection with any future change in control transaction. Pursuant to the Change in Control Agreements, upon a change in control by which any person or group of persons becomes beneficial owner of at least 80% of the then outstanding voting securities of the Company or a sale of all or substantially all the assets of the Company, the employees will receive lump sum cash payments in the aggregate of up to $3,000,000 depending on the change in control acquisition value. In particular, for each of Mr. Jorden and Mr. Clausen, unless he does not significantly participate in effectuating the change in control, he will receive a payment of 0.15% of a change in control acquisition value between $40,000,000 and $60,000,000, approximately 0.35% of a change in control acquisition value between $60,000,001 and $85,000,000, or a maximum of $300,000 for a change in control acquisition value above $85,000,000. Acquisition value, including deductions, will be determined as described in the Change in Control Agreements. The Change in Control Agreements terminate on December 31, 2025, unless otherwise extended by the parties, and contains other customary provisions. The description of the Change in Control Agreements for Mr. Jorden and Dr. Clausen is qualified by reference to the full text of such agreements, copies of which are incorporated by reference as exhibits to this Annual Report.

~~The Company did not pay any cash or non-cash compensation to our non-executive directors for the fiscal year ended December 31, 2023.~~ 28

~~Effective~~Table ~~May~~of ~~1, 2019, concurrent with the Company's decision to then furlough its remaining employees, the Board ceased its cash fees for its service and has not since reinstituted such fees.~~Contents

Director Compensation in 2024

The following table sets forth, for the fiscal year ended December 31, 2024, the cash and non-cash compensation of our non-executive directors.

	Fees Earned or Paid in Cash (a)		Option and Equity Awards (b)			Total
Name	2024		2024			2024
C. Eric Winzer	$	-	$	8,669	(c)	$	8,669

Scott M. Pittman	$	-	$	8,669	(c)	$	8,669

Paul D. Mintz, MD	$	-	$	5,418	(c)	$	5,418

(a)	Effective May 1, 2019, concurrent with the Company's decision to furlough its remaining employees, the Board ceased its cash fees for its service and has not since reinstituted such fees.

(b)

Represents the grant date fair value of the common stock options issued during the fiscal year indicated, calculated in accordance with FASB ASC Topic 718. The fair value was estimated using the assumptions detailed in Note 2 - Liquidity and Summary of Significant Accounting Principles to the Company’s consolidated financial statements included in this

Annual Report.

(c)	On July 17, 2024, the Board granted 40,000 options to Mr. Winzer and Mr. Pittman and 25,000 options to Dr. Mintz. The options fully vest on the one-year anniversary of the grant date with an exercise price of $0.33.

Equity Grant Practices

We do not have any formal policy that requires us to grant, or avoid granting, stock options at particular times. The Company has a small number of employee and directors. The Board and its Compensation, Nominating and Governance Committee grant stock option awards throughout the year based upon its determination of the Company’s and an individual grantee’s performance, and other relevant factors. During the period covered by this report, we did not grant any stock options to executive officers. We do not intend to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Beneficial Ownership Table

The following tables set forth information regarding the beneficial ownership of shares of our common stock as of date indicated by (i) each director; (ii) each of the named executive officers, as identified under “Summary Compensation Table” in Item 11 above; (iii) all directors and executive officers as a group and (iv) principal stockholders known by the Company to be beneficial owners of more than five percent of our common stock.

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Beneficial ownership is determined in accordance with the rules of the SEC. Except as otherwise noted, below, each named beneficial owner known to the Company has sole voting and investment power with respect to the shares listed. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of outstanding options or warrants held by that person that are exercisable at the date indicated or within 60 days thereof are considered outstanding; however, these shares are not considered outstanding when computing the percentage ownership of any other person.

~~Except as otherwise noted below, the address for each person or entity listed in the table is c/o Nuo Therapeutics, Inc., 8285 El Rio, Suite 190, Houston, TX 77054.~~29

As of March 15, 2024

	Beneficial Ownership (1)
Beneficial Owner	Number of Shares		Percent of Class
Directors and Named Executive Officers
David E. Jorden (2)		2,647,240		5.9	%
C. Eric Winzer (3)		365,729		*
Scott M. Pittman (4)		5,401,054		12.1	%
Paul D. Mintz (5)		257,916		*
Peter A. Clausen (6)		1,096,995		2.5	%
All Directors and Executive Officers as a Group (5 persons) (7)		9,768,934		21.1	%
Principal Stockholders
Charles E. Sheedy (8)		11,215,865		25.4	%
Boyalife Asset Holding II, Inc. (9)		4,900,000		11.1	%
Deerfield Management (10)		2,183,164		4.9	%
Paul Anthony Jacobs (11)		2,500,000		5.7	%

*	Less than 1%
(1)	Based on 44,251,516 shares of common stock outstanding.
(2)	Includes 671,882 shares issuable upon exercise of options.
(3)	Includes 340,729 shares issuable upon exercise of options.
(4)	Includes 357,709 shares issuable upon exercise of options.
(5)	Represents shares issuable upon exercise of options.
(6)	Includes 522,320 shares issuable upon exercise of options.
(7)	Includes 2,150,556 shares issuable upon the exercise of options.
(8)	Based upon information available to the Company and information contained in a Schedule 13D/A filed with the SEC on July 5, 2022 with respect to the beneficial ownership of shares of common stock as of July 5, 2022. According to the Schedule 13D/A, Mr. Sheedy shares voting and dispositive power with respect to 3,365 shares held in trusts for the benefit of Mr. Sheedy’s children. The mailing address of Mr. Sheedy is Two Houston Center, Suite 2907, 909 Fannin Street Houston, TX 77010.
(9)	Based upon information available to the Company and information contained in a Schedule 13D/A filed with the SEC on September 21, 2017 with respect to the beneficial ownership of shares of common stock as of September 11, 2017. The mailing address of Boyalife Asset Holding II, Inc. is 2711 Citrus Road, Sacramento, CA 95742.
(10)	Based upon information contained in a Schedule 13G/A filed with the SEC on February 12, 2024 with respect to the beneficial ownership of shares of common stock as of December 31, 2023. According to the Schedule 13G/A, Deerfield Mgmt, L.P., Deerfield Management Company, L.P. James E. Flynn (together, “Deerfield Management”) share voting and dispositive power of 2,183,164 shares comprised of 1,016,934 shares held by Deerfield Private Design Fund II, L.P. and 1,166,230 shares held by Deerfield PDI Financing II, L.P. The mailing address of the persons associated with Deerfield Management is 345 Park Avenue South, 12th Floor, Attn: Legal Department, New York, NY 10010.
(11)	Based upon information contained in a Schedule 13G filed with the SEC on February 14, 2024 with respect to the beneficial ownership of shares of common stock as of December 31, 2023. According to the Schedule 13G, Paul Anthony Jacobs has combined sole and shared voting and dispositive power of 2,500,000 shares comprised of 2,250,000 shares held by Paul Anthony Jacobs and Nancy E. Jacobs Joint Trust and 250,000 shares held by P. Anthony Jacobs IRA. The mailing address of Mr. Jacobs is 5434 E. Lincoln Drive, Colonia Miramonte #28, Paradise Valley, AZ 85253

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Except as otherwise noted below, the address for each person or entity listed in the table is c/o Nuo Therapeutics, Inc., 8285 El Rio, Suite 190, Houston, TX 77054.

As of March 10, 2025

	Beneficial Ownership (1)
Beneficial Owner	Number of Shares		Percent of Class
*Directors and Named Executive Officers*
David E. Jorden (2)		2,647,240		5.6	%
C. Eric Winzer (3)		365,729		*
Scott M. Pittman (4)		5,536,054		11.8	%
Paul D. Mintz (5)		257,916		*
Peter A. Clausen (6)		1,173,106		2.5	%
All Directors and Executive Officers as a Group (5 persons) (7)		9,980,045		20.4	%
*Principal Stockholders*
Charles E. Sheedy (8)		11,440,865		24.4	%
Boyalife Asset Holding II, Inc. (9)		4,900,000		10.5	%
Paul Anthony Jacobs (10)		2,800,000		6.0	%

*	Less than 1%
(1)	Based on 46,816,114 shares of common stock outstanding.
(2)	Includes 671,882 shares issuable upon exercise of options.
(3)	Includes 340,729 shares issuable upon exercise of options.
(4)	Includes 140,000 shares issuable upon exercise of options.
(5)	Represents shares issuable upon exercise of options.
(6)	Includes 583,431 shares issuable upon exercise of options.
(7)	Includes 1,993,958 shares issuable upon the exercise of options.
(8)	Based upon information available to the Company and information contained in Schedule 13D/A filed with the SEC on July 5, 2022 with respect to the beneficial ownership of shares of common stock as of July 5, 2022. According to the Schedule 13D/A, Mr. Sheedy shares voting and dispositive power with respect to 3,365 shares held in trusts for the benefit of Mr. Sheedy’s children. The mailing address of Mr. Sheedy is Two Houston Center, Suite 2907, 909 Fannin Street Houston, TX 77010.
(9)	Based upon information available to the Company and information contained in Schedule 13D/A filed with the SEC on September 21, 2017 with respect to the beneficial ownership of shares of common stock as of September 11, 2017. The mailing address of Boyalife Asset Holding II, Inc. is 2711 Citrus Road, Sacramento, CA 95742.
(10)	Based upon information contained in Schedule 13G/A filed with the SEC on October 22, 2024 with respect to the beneficial ownership of shares of common stock as of September 30, 2024. According to the Schedule 13G/A, Paul Anthony Jacobs has sole voting and dispositive power of 2,800,000 shares comprised of 2,550,000 shares held by Paul Anthony Jacobs as Trustee of the Paul Anthony Jacobs and Nancy E. Jacobs Joint Revocable Trust dated October 16, 1997 (Survivor’s Trust) and 250,000 shares held by P. Anthony Jacobs IRA. The mailing address of Mr. Jacobs is 5434 E. Lincoln Drive, Colonia Miramonte #28, Paradise Valley, AZ 85253

Securities Authorized for Issuance under Equity Compensation Plans

During the period covered by this ~~Form~~Annual ~~10-K~~ Report and currently, the sole equity compensation plan of the Company has been the Nuo Therapeutics, Inc. 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). Refer to Note 6 - Equity and Stock-Based Compensation in the Notes to the Consolidated Financial Statements in this ~~Form~~ ~~10-K~~Annual Report for additional information about our equity compensation plans and arrangements.

The following table sets forth information regarding the Omnibus Plan as of December 31, ~~2023~~2024.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights		Weighted average exercise price of outstanding options, warrants, and rights		Number of securities remaining available for future issuance
Equity compensation plans approved by security holders		3,~~189~~258,~~167~~958	$	0.6461		1991,~~060,833~~042
Equity compensation plans not approved by security holders		—	$	—		—
Total		3,~~189~~258,~~167~~958	$	0.6461		1991,~~060,833~~042

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Transactions with Related Persons

Except as set forth below, we were not involved in any related person transactions since the beginning of ~~2022~~2023, and we are not involved in any related person transaction currently, that is required to be disclosed under Item 404(d) of Regulation S-K.

2022 Private Placement

On April 29, 2022, the Company entered into a Securities Purchase Agreement, dated as of April 11, 2022, with certain accredited investors for the sale of 3,550,000 shares of the Company’s common stock at a price of $1.00 per share for proceeds of $3,550,000 (the “Private Placement”). The closing of the Private Placement also occurred on April 29, 2022.

The investors in the Private Placement included David E. Jorden, the Chief Executive and Financial Officer and a member of the Board of Directors of the Company, Scott M. Pittman, a member of the Board of Directors of the Company, Peter A. Clausen, the Chief Scientific Officer and Operating Officer of the Company, and Charles E. Sheedy, a principal stockholder of the Company. Messrs. Jorden, Pittman, Clausen, and Sheedy invested $10,532, $100,000, $25,000, and $804,868, respectively, in the Private Placement.

2023 Private Placements

On August 1, 2023, the Company entered into a Securities Purchase Agreement, dated as of July 26, 2023, with certain accredited investors for the sale of 517,500 shares of the Company’s common stock at a price of $2.00 per share for proceeds of $1,035,000 (the “August Private Placement”). The closing of the August Private Placement also occurred on August 1, 2023. The investors in the August Private Placement included Scott M. Pittman, a member of the Board of Directors of the Company, Peter A. Clausen, the Chief Scientific and Operating Officer of the Company, and Charles E. Sheedy, a principal stockholder of the Company. Messrs. Pittman, Clausen, and Sheedy invested $200,000, $50,000, and $125,000, respectively, in the August Private Placement.

On December 18, 2023, the Company entered into a Securities Purchase Agreement, dated as of December 7, 2023, with certain accredited investors for the sale of 1,925,000 shares of the Company’s common stock at a price of $0.50 per share for proceeds of $962,500 (the “December Private Placement” ~~and together with the August Private Placement, the “2023 Private Placements”~~). The closing of the December Private Placement occurred on December 19, 2023. The investors in the December Private Placement included Scott M. Pittman, ~~a member of the Board of Directors of the Company,~~ Peter A. Clausen, ~~the Chief Scientific~~ and ~~Operating Officer of the Company, and~~ Charles E. Sheedy~~, a principal stockholder of the Company of the Company~~. Messrs. Pittman, Clausen, and Sheedy invested $300,000, $10,000, and $75,000, respectively, in the December Private Placement.

2024 Private Placements

On May 17, 2024, the Company entered into a Securities Purchase Agreement, dated as of May 10, 2024, with certain accredited investors for the sale of 867,833 shares of the Company’s common stock at a price of $0.75 per share for proceeds of $650,875 (the “May Private Placement”). The closing of the May Private Placement occurred on May 20, 2024. The investors in the May Private Placement included Scott M. Pittman, a member of the Board of Directors of the Company, Peter A. Clausen, the Chief Scientific and Operation Officer of the Company, and Charles E. Sheedy, a principal stockholder of the Company. Messrs. Pittman, Clausen, and Sheedy invested $101,250, $11,250, and $75,000, respectively in the May Private Placement.

On September 18, 2024, the Company entered into a Securities Purchase Agreement, dated as of September 13, 2024, with certain accredited investors for the sale of 1,132,167 shares of the Company’s common stock at a price of $0.75 per share for proceeds of $849,125 (the “September Private Placement”). The closing of the September Private Placement occurred on September 19, 2024. The investors in the September Private Placement included Charles E. Sheedy, a principal stockholder of the Company. Mr. Sheedy invested $93,750 in the September Private Placement.

Director Independence

The Company’s current directors are David E. Jorden, C. Eric Winzer, Scott M. Pittman, and Paul D. Mintz. The Board has chosen to apply Nasdaq Stock Market corporate governance requirements and standards in determining director independence. The Board has determined that all of the Company’s current directors meet such independence requirements with the exception of Mr. Jorden, who serves as the Chief Executive and Financial Officer of the Company.

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ITEM 14. Principal Accounting Fees and Services

Since ~~August~~June 97, ~~2018~~2024, ~~Marcum~~MaloneBailey LLP ~~(“Marcum”)~~ has been our independent registered public accounting firm. ~~GBH~~Previously ~~CPAs~~beginning August 9, PC2018, ~~(“GBH”)~~Marcum ~~previously~~LLP had ~~was~~been our independent registered public accounting firm ~~from September 27, 2017 until GBH combined its practice with Marcum effective July 1, 2018~~. The following table presents fees for professional services rendered by our principal accountants for the fiscal years ~~2023~~2024 and ~~2022~~2023:

	2023		2022
	2024		2023
Audit Fees (1)	$	~~155~~135,000		~~110~~155,000
Audit-Related Fees		–		–
Tax Fees		–		–
All Other Fees		–		–

(1) Audit fees represent fees accrued and/or paid for annual professional services provided in connection with the audit of the Company’s annual financial statements, reviews of its quarterly financial statements, audit services provided in connection with statutory and regulatory filings for those years and fees related to non-routine SEC filings. In 2024, our audit fees paid to Marcum LLP totaled approximately $28,000 for review of our quarterly financial statements in early 2024 while MaloneBailey LLP was paid approximately $106,000 subsequent to their June 2024 engagement.

Pursuant to its charter, the Audit Committee must pre-approve audit services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditors. The Audit Committee may, when appropriate, form and delegate authority to subcommittees consisting of one or more members of the Audit Committee, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.

All audit services and permitted non-audit services were pre-approved by the Audit Committee.

28 31

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PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements ~~See the Index to Consolidated Financial Statements at page F-1 of this Form 10-K:~~

~~(a)(2)~~See ~~Financial Statement Schedules Financial statement schedules have been omitted since they either are not required, not applicable, or~~ the ~~information~~Index isto ~~otherwise~~Consolidated ~~included~~Financial inStatements ~~our~~at ~~consolidated~~page ~~financial~~F-1 ~~statements~~of orthis ~~the~~Annual ~~related footnotes.~~Report:

(a)(2)

Financial Statement Schedules

Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included in our consolidated financial statements or the related footnotes.

(a)(3)

Exhibits

Number		Exhibit Table
3.1		Second Amended and Restated Certificate of Incorporation of Nuo Therapeutics, Inc. (previously filed on May 10, 2016 as Exhibit 3.1 to the registrant’s Registration Statement on Form 8-A and incorporated by reference herein)
3.2		Certificate of Designation of Series A Preferred Stock of Nuo Therapeutics, Inc. (previously filed on May 10, 2016 as Exhibit 3.3 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
3.3		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nuo Therapeutics, Inc. (previously filed on September 5, 2018 as Exhibit 3.1 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
3.4		Amended and Restated By-Laws of Nuo Therapeutics, Inc. (previously filed on May 10, 2016 as Exhibit 3.2 to the registrant’s Registration Statement on Form 8-A and incorporated by reference herein)
4.1		~~First~~Description ~~Warrant~~of ~~issued~~securities ~~September~~registered ~~12,~~pursuant ~~2022~~to ~~(previously~~Section ~~filed~~12 onof ~~August 30, 2022 as Exhibit 4.1 to~~ the ~~registrant’s~~Securities ~~Current~~Exchange ~~Report~~Act onof ~~Form 8-K and incorporated by reference herein)~~1934
4.2		Second Warrant issued September 12, 2022 (previously filed on August 30, 2022 as Exhibit 4.2 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
4.3		Form of Contingent Warrant (previously filed on August 30, 2022 as Exhibit 4.3 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
10.1		Distribution Agreement between Smith & Nephew, Inc. and Nuo Therapeutics, Inc. dated March 31, 2025#
4.4		Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (previously filed on April 15, 2022 as Exhibit 4.1 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein)
10.2		Common Stock and Warrant Purchase Agreement between the Registrant and Pacific Medical, Inc., dated August 24, 2022 (previously filed on August 30, 2022 as Exhibit 10.1 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
10.1		Common Stock and Warrant Purchase Agreement between the Registrant and Pacific Medical, Inc., dated August 24, 2022 (previously filed on August 30, 2022 as Exhibit 10.1 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
10.3		Employment Agreement between David Jorden and Nuo Therapeutics, Inc. dated May 9, 2022 (previously filed on May 16, 2022 as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and incorporated by reference herein)*
10.2		Securities Purchase Agreement entered into August 1, 2023 (previously filed on August 3, 2023 as Exhibit 10.1 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
10.4		Employment Agreement between Peter Clausen and Nuo Therapeutics, Inc. dated May 9, 2022 (previously filed on May 16, 2022 as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and incorporated by reference herein)*
10.3		Securities Purchase Agreement entered into December 18, 2023 (previously filed on December 20, 2023 as Exhibit 10.1 to the registrant’s Current Report on Form 8-K and incorporated by reference herein)
10.5		Change in Control Agreement between David Jorden and Nuo Therapeutics, Inc. dated August 9, 2024 (previously filed on August 12, 2024 as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 and incorporated by reference herein)*
10.4		Employment Agreement between David Jorden and Nuo Therapeutics, Inc. dated May 9, 2022 (previously filed on May 16, 2022 as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and incorporated by reference herein)*
10.6		Change in Control Agreement between Peter Clausen and Nuo Therapeutics, Inc. dated August 9, 2024 (previously filed on August 12, 2024 as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 and incorporated by reference herein)*
10.5		Employment Agreement between Peter Clausen and Nuo Therapeutics, Inc. dated May 9, 2022 (previously filed on May 16, 2022 as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and incorporated by reference herein)*
10.7		2016 Omnibus Incentive Compensation Plan, as amended and restated (previously filed on April 15, 2022 as Exhibit 10.22 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein)*
10.6		2016 Omnibus Incentive Compensation Plan, as amended and restated (previously filed on April 15, 2022 as Exhibit 10.22 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein)*
10.8		Form of Option Award under the 2016 Omnibus Incentive Compensation Plan, as amended and restated (previously filed on April 17, 2023 as Exhibit 10.5 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein)*
10.7		Form of Option Award under the 2016 Omnibus Incentive Compensation Plan, as amended and restated (previously filed on April 17, 2023 as Exhibit 10.5 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein)*
10.9		Form of Indemnification Agreement (previously filed on November 13, 2014, as Exhibit 10.19 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 and incorporated by reference herein)*
10.8		Form of Indemnification Agreement (previously filed on November 13, 2014, as Exhibit 10.19 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 and incorporated by reference herein)*
16.1		Letter from Marcum LLP to Securities and Exchange Commission dated June 11, 2024 (previously filed on June 11, 2024 as Exhibit 16.1 to the registrant’s Current Report on Form 8-K and incorporated herein by reference)
19.1		Nuo Therapeutics, Inc. Insider Trading Policy
21		Subsidiaries of the Company (previously filed on April 15, 2022 as Exhibit 21 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein)
31		Certification of Principal Executive and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Indicates a management contract or compensatory plan or arrangement.

*	Indicates a management contract or compensatory plan or arrangement.
#	Certain portions have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K by means of marking such portions with brackets (“[****]”) because the identified confidential portions are not material and are the type of information that the Registrant treats as private or confidential.

ITEM 16. Form 10-K Summary

None.

29 32

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NUO THERAPEUTICS, INC.
Date: April 19, 2024	By:	/s/ David E. Jorden
Date: April 1, 2025	By:	/s/ David E. Jorden
		David E. Jorden
		Chief Executive and Financial Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: April 19, 2024	/s/ David E. Jorden
Date: April 1, 2025	/s/ David E. Jorden
	David E. Jorden
	Chief Executive and Financial Officer and Director
	(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
Date: April 19, 2024	/s/ Paul D. Mintz
Date: April 1, 2025	/s/ Paul D. Mintz
	Paul D. Mintz
	Director
Date: April 19, 2024	/s/ C. Eric Winzer
Date: April 1, 2025	/s/ C. Eric Winzer
	C. Eric Winzer
	Director
Date: April 19, 2024	/s/ Scott M. Pittman
Date: April 1, 2025	/s/ Scott M. Pittman
	Scott M. Pittman
	Director

30 33

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NUO THERAPEUTICS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID No. 688)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID No. 206)	F-2
Consolidated Balance Sheets	F-3
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID No. 688)	F-3
Consolidated Statements of Operations	F-4
Consolidated Balance Sheets	F-4
Consolidated Statements of Changes in Stockholders’ Equity	F-5
Consolidated Statements of Operations	F-5
Consolidated Statements of Cash Flows	F-6
Consolidated Statements of Changes in Stockholders’ Equity	F-6
Notes to Consolidated Financial Statements	F-7
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Nuo Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Nuo Therapeutics, Inc. (the “Company”) as of December 31, 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2024.

Houston, Texas

April 1, 2025

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of
Nuo Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~ sheet of Nuo Therapeutics, Inc. (the “Company”) as of December 31, 2023 ~~and 2022~~, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for ~~each of~~ the ~~two years in the period~~ year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and ~~2022, and~~ the results of its operations and its cash flows for ~~each of~~ the ~~two years in the period~~ year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~ audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~ audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~ audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audits~~ audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits~~audit provides ~~provide~~ a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Marcum LLP

Marcum LLP

We ~~have~~ served as the Company’s auditor ~~since~~from 2017 to 2024.

Houston, Texas
April 19, 2024

F-2

Table of Contents

Nuo Therapeutics, Inc.

Consolidated Balance Sheets

	December 31,			December 31,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	928,681		$	2,051,208
Restricted cash		-			55,000
Accounts receivable, net		250,703			92,320
Inventory, net		209,589			240,005
Prepaid expenses and other current assets		174,471			196,378
Total current assets		1,563,444			2,634,911
Property and equipment, net		45,082			53,165
Operating lease right of use assets		269,354			359,284
Total assets	$	1,877,880		$	3,047,360
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	394,518		$	397,703
Accrued expenses		188,622			123,275
Current portion of operating lease liabilities		91,387			79,453
Total current liabilities		674,527			600,431
Non-current portion of operating lease liabilities		164,205			255,592
Total liabilities		838,732			856,022
Commitments and contingencies (Note 8)
Stockholders' Equity
Common stock; $0.0001 par value; 100,000,000 shares authorized; 44,241,516 and 41,799,016 shares issued and outstanding at December 31, 2023 and 2022, respectively		4,424			4,180
Additional paid-in capital		30,970,965			28,951,963
Accumulated deficit		(29,936,241	)		(26,764,805	)
Total stockholders' equity		1,039,148			2,191,338
Total liabilities and stockholders' equity	$	1,877,880		$	3,047,360

See accompanying notes to consolidated financial statements

F-3

Table of Contents

Nuo Therapeutics, Inc. Consolidated Balance Sheets

Consolidated Statements of Operations

	December 31,			December 31,
	2024			2023
Assets
Current assets
Cash	$	283,714		$	928,681
Accounts receivable, net		248,205			250,703
Inventory, net		150,442			209,589
Prepaid expenses and other current assets		159,185			174,471
Total current assets		841,546			1,563,444

Property and equipment, net		177,022			45,082
Operating lease right of use assets		170,940			269,354
Total assets	$	1,189,508		$	1,877,880

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	219,190		$	394,518
Accrued expenses		292,400			188,622
Current portion of operating lease liabilities		66,861			91,387
Total current liabilities		578,451			674,527

Non-current portion of operating lease liabilities		97,345			164,205
Total liabilities		675,796			838,732


Commitments and contingencies (Note 9)

Stockholders' Equity
Common stock; $0.0001 par value; 100,000,000 shares authorized; 46,816,114 and 44,241,516 shares issued and outstanding at December 31, 2024 and 2023, respectively		4,682			4,424
Additional paid-in capital		32,768,976			30,970,965
Accumulated deficit		(32,259,946	)		(29,936,241	)
Total stockholders' equity		513,712			1,039,148
Total liabilities and stockholders' equity	$	1,189,508		$	1,877,880

	Year ended December 31,
	2023			2022
Revenue
Product sales	$	608,525		$	112,250
Total revenue		608,525			112,250
Costs of sales		126,092			19,214
Gross profit		482,433			93,036
Operating expenses
Selling, general and administrative		3,650,707			3,413,630
Total operating expenses		3,650,707			3,413,630
Loss from operations		(3,168,274	)		(3,320,594	)
Other income (expense)
Interest expense, net		(3,162	)		(2,103	)
Gain on settlement of legacy accounts payable obligations		-			146,438
Other income		-			4,523
Loss before benefit for income taxes		(3,171,436	)		(3,171,736	)
Net loss	$	(3,171,436	)	$	(3,171,736	)
Net loss per share – basic and diluted	$	(0.08	)	$	(0.08	)
Weighted average shares outstanding – basic and diluted		42,077,811			40,001,089

See accompanying notes to consolidated financial statements

F-4

Table of Contents

Nuo Therapeutics, Inc. Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders' Equity

	Year ended December 31,
	2024			2023
Revenue
Product sales	$	1,365,173		$	608,525
Total revenue		1,365,173			608,525

Costs of sales		302,842			126,092
Gross profit		1,062,331			482,433

Operating expenses
Selling, general and administrative		3,520,166			3,650,707
Total operating expenses		3,520,166			3,650,707

Loss from operations		(2,457,835	)		(3,168,274	)

Other income (expense)
Interest income (expense), net		105			(3,162	)
Gain on settlement of legacy accounts payable obligations		133,623			-
Other income		402			-

Loss before benefit for income taxes		(2,323,705	)		(3,171,436	)

Net loss	$	(2,323,705	)	$	(3,171,436	)

Net loss per share – basic and diluted	$	(0.05	)	$	(0.08	)

Weighted average shares outstanding – basic and diluted		45,424,437			42,077,811

For the Years Ended December 31, 2023 and 2022

	Common Stock
	Shares		Amount (par $0.0001)		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity
Balance, December 31, 2021		37,124,205	$	3,713	$	24,382,195		$	(23,593,069	)	$	792,839
Share-based compensation expense		-		-		9,145			-			9,145
Issuance of options to settle related party compensation liabilities		-		-		103,333			-			103,333
Issuance of common shares		3,957,757		396		3,957,361			-			3,957,757
Issuance of common shares, participation right and contingent warrant		500,000		50		499,950			-			500,000
Exercise of warrants		217,054		21		(21	)		-			-
Net loss		-		-		-			(3,171,736	)		(3,171,736	)
Balance, December 31, 2022		41,799,016		4,180		28,951,963			(26,764,805	)		2,191,338
Share-based compensation expense		-		-		21,746			-			21,746
Issuance of common shares		2,422,500		244		1,997,256			-			1,997,500
Net loss		-		-		-			(3,171,436	)		(3,171,436	)
Balance, December 31, 2023		44,241,516	$	4,424	$	30,970,965		$	(29,936,241	)	$	1,039,148

See accompanying notes to consolidated financial statements

F-5

Table of Contents

Nuo Therapeutics, Inc.

Consolidated Statements of Changes in Stockholders' Equity

For the Years Ended December 31, 2024 and 2023

	Common Stock
	Shares		Amount (par $0.0001)		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity

Balance, December 31, 2022		41,799,016		4,180		28,951,963			(26,764,805	)		2,191,338

Share-based compensation expense		-		-		21,746			-			21,746
Issuance of common stock for cash proceeds		2,422,500		244		1,997,256			-			1,997,500
Net loss		-		-		-			(3,171,436	)		(3,171,436	)
Balance, December 31, 2023		44,241,516	$	4,424	$	30,970,965		$	(29,936,241	)	$	1,039,148

Share-based compensation expense		-		-		56,652			-			56,652
Issuance of common stock for cash proceeds		2,000,000		200		1,499,800			-			1,500,000
Issuance of common stock for warrant exercise		270,000		27		151,173			-			151,200
Issuance of common stock for cashless warrant exercise		86,889		9		(9	)		-			-
Issuance of common stock for option exercise		217,709		22		90,395			-			90,417
Net loss		-		-		-			(2,323,705	)		(2,323,705	)
Balance, December 31, 2024		46,816,114	$	4,682	$	32,768,976		$	(32,259,946	)	$	513,712

F-6

Table of Contents

Nuo Therapeutics, Inc.

Consolidated Statements of Cash Flows

	Year ended December 31,
	2023			2022
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(32,~~171~~323,~~436~~705	)	$	(3,171,~~736~~436	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		2156,~~746~~652			921,~~145~~746
Provision for credit losses		~~160~~79,~~000~~445			-160,000
Write-off of expired inventory		16,074			-
Provision for inventory obsolescence		30,000			16,074
Gain on settlement of accounts payable		-(133,623	)		~~(146,438~~-	)
Depreciation of property and equipment		15,327			6,827
Depreciation expense		23,022			15,327
Amortization of operating lease right of use assets		8973,~~931~~247			6789,~~255~~931
Changes in operating assets and liabilities:
Accounts receivable, net		(~~318~~76,~~383~~947	)		(92318,~~320~~383	)
Inventory, net		1429,~~343~~147			~~(240~~14,~~005~~343	)
Prepaid expenses and other current assets		2115,~~907~~286			~~(145~~21,~~029~~907	)
Accounts payable		(341,~~185~~706	)		17(3,~~584~~185	)
Accrued liabilities		65103,~~347~~778			8065,~~086~~347
Operating lease liabilities		(7966,~~452~~218	)		(9179,~~494~~452	)
Net cash used in operating activities		(32,~~167~~231,~~782~~622	)		(3,~~706~~167,~~126~~782	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(7154,~~244~~962	)		(597,~~992~~244	)
Net cash used in investing activities		(7154,~~244~~962	)		(597,~~992~~244	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock, participation right, and contingent warrant		1,997,500			4,457,757
Net proceeds from issuance of common stock		1,500,000			1,997,500
Net cash provided by financing activities		1,997,500			4,457,757
Net proceeds from warrant issuance		151,200			-
NET INCREASE IN CASH AND CASH EQUIVALENTS		(1,177,527	)		691,639
Net proceeds from option exercise		90,417			-
Cash and cash equivalents, beginning of period		2,106,208			1,414,569
Net cash provided by financing activities		1,741,617			1,997,500
Cash and cash equivalents, end of period	$	928,681		$	2,106,208
NET DECREASE IN CASH		(644,967	)		(1,177,527	)
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash, beginning of period		928,681			2,106,208
Cash and cash equivalents	$	2,051,208		$	1,414,569
Cash, end of period	$	283,714		$	928,681
Restricted cash		55,000			-
RECONCILIATION OF CASH, AND RESTRICTED CASH
Cash, cash equivalents, and restricted cash, beginning of period	$	2,106,208		$	1,414,569
Cash	$	928,681		$	2,051,208
Cash and cash equivalents	$	928,681		$	2,051,208
Restricted cash		-			55,000
Cash, cash equivalents, and restricted cash, end of period	$	928,681		$	2,106,208
Cash, and restricted cash, beginning of period	$	928,681		$	2,106,208
SUPPLEMENTAL INFORMATION
Cash paid during the period for:
Income taxes	$	-		$	-
Interest	$	4,494		$	4,003
Interest	$	4,003		$	2,268
NON-CASH INVESTING AND FINANCING TRANSACTIONS
Issuance of options to settle accrued compensation liabilities	$	-		$	103,333
ROU assets and lease liabilities established at inception of lease	$	-		$	426,538

~~See accompanying notes to consolidated financial statements~~F-7

F-6

Table of Contents

NUO THERAPEUTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Description of Business

Description of Business

Nuo Therapeutics, Inc. (“Nuo Therapeutics,” the “Company,” “we,” “us,” or “our”) is a Delaware corporation organized in 1998 under the name Informatix Holdings, Inc. In 1999, Autologous Wound Therapy, Inc., an Arkansas Corporation, merged with and into Informatix Holdings, Inc. and the name of the surviving corporation was changed to Autologous Wound Therapy, Inc. In 2000, Autologous Wound Therapy, Inc. changed its name to Cytomedix, Inc. (“Cytomedix”). In 2001, Cytomedix, filed for bankruptcy from which it emerged in 2002 under a Plan of Reorganization. In September 2007, Cytomedix received 510(k) clearance for the Aurix System (“Aurix”), formerly known as the AutoloGel™ System, from the U. S. Food and Drug Administration (“FDA”). In April 2010, Cytomedix acquired the Angel Whole Blood Separation System (“Angel”) and the Angel Business, from Sorin Group USA, Inc. In February 2012, Cytomedix, acquired Aldagen, Inc. (“Aldagen”), a privately held developmental cell-therapy company located in Durham, NC. In 2014, Cytomedix changed its name to Nuo Therapeutics, Inc. In 2016, Nuo filed for and emerged from bankruptcy under Chapter 11. Effective May 1, 2019, we furloughed our remaining employees and ceased standard operational activities as we awaited developments concerning our reconsideration request with the Centers for Medicare & Medicaid Services (“CMS”) regarding Medicare coverage for Aurix. Based on a favorable National Coverage Determination (“NCD”) issued in April 2021, we initiated restart activities for the business beginning in October 2021. Aldagen is a non-operational, wholly owned subsidiary of Nuo.

Note 2 –Liquidity and Summary of Significant Accounting Principles

Liquidity

Since our inception, we have financed our operations by raising debt, issuing equity and equity-linked instruments, and executing licensing arrangements, and to a lesser extent by generating royalties and product revenues. In mid-2019, we ceased ongoing operational activities as we worked to reach a favorable outcome to Medicare reimbursement coverage for the Aurix System. In April 2021, CMS issued an NCD establishing national reimbursement coverage for Aurix when used in chronic non-healing wounds where a diabetes clinical diagnosis exists for the patient. During the year ended December 31, ~~2023~~2024, the Company raised proceeds of (i) $1,~~997,~~500,000 from the sale of common stock to certain accredited investors in two private ~~placement~~placements which closed in ~~August~~ May and ~~December~~ ~~2023~~September 2024, (ii) $151,200 from the exercise of warrants, and (iii) $90,417 from the exercise of options. During the year ended December 31, ~~2022~~2023, the Company raised proceeds of $41,~~457~~997,~~757~~ 500 from the sale of common stock, ~~participation right, and contingent warrant~~ to certain accredited investors in ~~three~~two ~~separate equity~~ private ~~placements~~placement which closed in ~~April, May,~~ August and ~~September~~ ~~2022~~December 2023.

We have incurred, and continue to incur, recurring losses and negative cash flows. As of December 31, ~~2023~~2024, we have an accumulated deficit of approximately $2932.93 million and cash and cash equivalents on hand of approximately $0.93 million.

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations, and potential other funding sources, including cash on hand, to meet our obligations as they become due.

We believe based on the operating cash requirements and capital expenditures expected for the next twelve months that our current resources and projected revenue from sales of Aurix products are insufficient to support our operations for the next 12 months. As such, we believe that substantial doubt about our ability to continue as a going concern exists. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Even assuming we succeed in raising sufficient additional funds in the near future to avoid a cessation of business operations, we require additional capital and will seek to continue financing our operations with external capital for the foreseeable future. Any ~~equity financings may cause further substantial dilution to our stockholders and could involve the issuance of securities with rights senior to the common stock. Any~~ debt financings may require us to comply with additional onerous financial covenants and restrict our business operations. Our ability to complete additional financings is dependent on, among other things, market reception of the Company and perceived likelihood of success of our business model, the state of the capital markets at the time of any proposed equity or debt offering, state of the credit markets at the time of any proposed loan financing, and on the relevant transaction terms, among other things. We may not be able to obtain additional capital as required to finance our efforts, through equity or debt financing, other transactions, or any combination thereof, on satisfactory terms or at all. Additionally, any such financing, if at all obtained, may not be adequate to meet our capital needs and to support our operations.

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Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned, controlled, and inactive subsidiary Aldagen~~, Inc~~. ~~(“Aldagen”).~~ All significant inter-company accounts and transactions are eliminated in consolidation. The Company operates its business in one operating segment consisting of one reporting unit.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In the accompanying consolidated financial statements, estimates are used for, but not limited to stock-based compensation, the fair value of common stock and equity-linked and derivative financial instruments, recoverability and depreciable lives of long-lived assets, deferred taxes and associated valuation allowance, the valuation and classification of debt instruments, and allowances for inventory obsolescence and doubtful accounts. Actual results could differ from those estimates.

Credit Concentration

We generate accounts receivable from the sale of our products. Specific customer receivable balances in excess of 10% of total receivables at December 31, ~~2023~~2024 and December 31, ~~2022~~2023 are listed below.

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Customer A		2118%	%		0*	%
Customer B		1215%	%		0*	%
Customer C		012%	%		19-	%
Customer D		10*	%		1721%	%
Customer E		0*	%		1612%	%
Customer F		*			1410%	%
Customer G		0	%		12	%

* less than 10%

Revenue from significant customers exceeding 10% of total revenues for the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023 is listed below. All our revenue in both years was generated within the U.S.

	Year Ended December 31, 2023			Year Ended December 31, 2022
	Year Ended December 31, 2024			Year Ended December 31, 2023
Customer C		0	%		14	%
Customer B		16%			*
Customer D		12	%		14	%
Customer C		12%			-
Customer E		0	%		13	%
Customer F		*			12%
Customer F		0	%		11	%
Customer G		*			10%
Customer H		10	%		0	%
Customer I		*			13	%

* less than 10%

Historically, we used single suppliers for several components of the Aurix product line. We outsource the manufacturing of various product components to contract manufacturers. While we believe these manufacturers demonstrate competency, reliability and stability, there is no assurance that one or more of them will not experience an interruption or inability to provide us with the products needed to satisfy customer demand. Additionally, while most of the components of Aurix are generally readily available on the open market, a reagent, bovine thrombin, is available exclusively through Pfizer, with whom we have an established vendor relationship.

Cash~~, Cash Equivalents, and Restricted Cash~~

WeWhen applicable, we consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash ~~and cash equivalents~~ potentially ~~subject~~subjects us to a concentration of credit risk, as approximately $0.93 million held in financial institutions was in excess of the FDIC insurance limit of $250,000 at December 31, ~~2023~~2024. We maintain our cash in the form of money market deposit accounts with financial institutions that we believe are credit -worthy. ~~We maintained no cash equivalents as of December 31, 2023 or 2022. As of December 31, 2022, $55,000 of cash was considered as restricted as it collateralized a corporate credit card.~~

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Accounts Receivables, net

We generate accounts receivables from the sale of the Aurix products and accounts receivable as of December 31, ~~2023~~2024 reflects customer receivables from commercial sales activities ~~since the re-initiation of such activities beginning in the three months ended September 30, 2022~~.

We provide for an allowance against receivables for estimated losses that may result from a customer’s inability or unwillingness to pay. The Company estimates credit losses expected over the life of its trade receivables and contract assets based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. While the Company uses various credit quality metrics, it primarily monitors collectability by reviewing the duration of collection pursuits on its delinquent trade receivables and historical write-off trends. Based on the Company’s experience, the customer's delinquency status, which is analyzed periodically, is the strongest indicator of the credit quality of the underlying trade receivables. Accounts are written off against the allowance for ~~credit~~doubtful ~~losses~~ accounts when we determine that amounts are not collectable. Recoveries of previously written-off accounts are recorded when collected. During the ~~year~~years ended December 31, 2024 and 2023, we ~~established~~recorded aprovisions ~~provision~~ for credit losses of $79,445 and $160,000, respectively. As of December 31, 2024 and 2023, the allowance for credit losses was $25,000 and approximately $32,400~~. At December 31~~, ~~2022, we did not maintain an allowance for credit losses as it was not considered necessary based on the recent initiation of commercial sales~~respectively.

Inventory, net

Our inventory is produced by third-party manufacturers and consists of raw materials and finished goods. Inventory cost is determined on a first-in, first-out basis and is stated at the lower of cost or net realizable value. We maintain an inventory of kits, reagents, and other disposables having shelf-lives that generally range from 12 months to two years.

As of December 31, ~~2023~~2024, our inventory consisted of approximately $~~150~~89,000 of finished goods inventory and approximately $6061,000 of raw materials acquired to facilitate the manufacturing of finished goods at our contract manufacturer and our warehouse/distribution facility. As of December 31, ~~2022~~2023, our inventory consisted of approximately $~~157~~150,000 of finished goods inventory and approximately $8360,000 of raw materials.

We provide for an allowance against inventory for estimated losses that may result in excess and obsolete inventory (i.e., from the expiration of products). Our ~~allowance~~reserve for ~~expired~~ inventory obsolescence is estimated based upon the inventory’s remaining shelf-life and our anticipated ability to sell such inventory, which is estimated using past experience and future forecasts, within its remaining shelf life. Expired products are segregated and used for demonstration purposes only; we will record the associated expense for this reserve to cost of sales in the consolidated statements of operations. AsFor of the years ended December 31, 2024 and 2023, we ~~established~~recorded anprovisions ~~allowance~~ for ~~expired~~ inventory obsolescence of $30,000 and approximately $16,000, respectively. As of December 31, ~~2022,~~2024 weand ~~did~~December ~~not~~31, ~~maintain~~2023, anthe ~~allowance~~reserve for inventory obsolescence ~~as it~~ was ~~not~~approximately ~~considered~~$18,700 ~~necessary based on the recent initiation of commercial sales~~ and ~~the~~$16,100, ~~relatively recent vintage of product inventory~~respectively.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Assets are depreciated, using the straight-line method, over their estimated useful life ranging from one to six years. Maintenance and repairs are charged to operations as incurred.

Leases

At the inception of a contract, the Company determines if the arrangement is, or contains, a lease. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Rent expense is recognized on a straight-line basis over the lease term.

The Company has made certain accounting policy elections whereby the Company (i) does not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12-months or less) and (ii) combines lease and non-lease elements of its operating leases.

Revenue Recognition

The Company analyzes its revenue arrangements to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers; (ii) identification of distinct performance obligations in the contract; (iii) determination of contract transaction price; (iv) allocation of contract transaction price to the performance obligations; and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation. ~~The~~We ~~Company~~recognize ~~recognizes~~ revenues upon the satisfaction of ~~its~~the performance obligations (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which itwe ~~expects~~expect to be entitled in exchange for those goods or services. In certain instances where the revenue is variable and we cannot estimate the amount of consideration to which we expect to be entitled, we are constrained from initially recognizing revenue. In these cases, once the estimate is no longer constrained, we recognize revenue in the amount of consideration to which we expect to be entitled.

~~We recognized initial revenues from commercial sales activities beginning in the three months ended September 30, 2022.~~F-10

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Stock-Based Compensation

The fair value of employee stock options is measured at the date of grant. Expected volatilities for ~~the 2016 Omnibus Plan~~ options are based on the equally weighted average historical volatility from ~~five~~ comparable public companies with an expected term consistent with ours. Expected years until exercise represents the period of time that options are expected to be outstanding. The risk-free rate for periods within the ~~contractual~~expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimated that the dividend rate on its common stock will be zero. The assumptions are summarized in the following table:

		2023				2022
	2024			2023
Risk free rate		4.08%	~~4.37~~	%	4.37%		~~1.65%~~	-	~~3.47%~~
Weighted average expected years until exercise		5.5	5		5		5	-	6
Expected stock volatility		74%	~~100~~	%	100%			~~100%~~
Dividend yield		-	-		-			-

The Company recognizes forfeitures of stock-based awards as they occur.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. Tax rate changes are reflected in income during the period such changes are enacted. We measure our deferred tax assets and liabilities using the enacted tax rates that we believe will apply in the years in which the temporary differences are expected to be recovered or paid. The Company expects that recent tax law changes contained in the Inflation Reduction Act and CHIPS Act will not have a material impact on its provision for income taxes.

A deferred income tax asset or liability is recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carryforwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. All of our tax years remain subject to examination by the tax authorities.

The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income before taxes. There were no ~~material~~ penalties and interest incurred in ~~2023~~2024 and ~~2022~~2023.

~~Basic~~Fair ~~and~~Value ~~Diluted Loss per Share~~Measurements

Our consolidated balance sheets may include certain financial instruments that are carried at fair value. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include:

	●	Level 1, defined as observable inputs such as quoted prices in active markets for identical assets;
	●	Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period if applicable, we perform a detailed analysis of our assets and liabilities that are measured at fair value. All assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3.

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Basic and Diluted Earnings (Loss) per Share

The following table provides a reconciliation of the numerator and denominators used in the calculation of basic and diluted earnings (loss ) per share for the years ended December 31, ~~2023~~2024 and ~~2022~~2023:

	For the year ended December 31,
	2023			2022
	2024			2023
Net Loss – basic and diluted	$	(32,~~171~~323,~~436~~705	)	$	(3,171,~~736~~436	)
Weighted average shares outstanding – basic and diluted		4245,~~077~~424,~~811~~437			4042,~~001~~077,~~089~~811
Net Loss per Share – basic and diluted	$	(0.0805	)	$	(0.08	)

~~F- 10~~ The following table sets forth the potential dilutive securities excluded from the calculation of diluted loss per share for the years ended December 31, 2024 and 2023:

	For the year ended December 31,
	2024		2023
Options		3,258,958		3,189,167
Warrants		450,000		450,000
Financing Participation Right and Contingent Warrant		-		500,000
Performance Shares		300,000		300,000
		4,008,958		4,439,167

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~~The~~Segment ~~following table sets forth the potential dilutive securities excluded from the calculation of diluted loss per share for the years ended December 31, 2023 and 2022:~~Information

	For the year ended December 31,
	2023		2022
Options		3,189,167		3,376,667
Warrants		450,000		450,000
Financing Participation Right and Contingent Warrant		500,000		500,000
Performance Shares		300,000		300,000
		4,439,167		4,626,667

Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive and Financial Officer. The Company views its operations and manages its business as a single operating and reporting segment. All the Company’s long-lived assets are in the United States.

Reclassifications

Certain amounts as of December 31, 2022 in Note 4 - Accrued Liabilities have been reclassified to conform to the current year presentation.

Recent Accounting Developments

In ~~December~~ November 2023, the FASB issued ~~final guidance in~~ ASU No. 2023-0907, ~~Income~~Segment ~~Taxes~~Reporting (ASC ~~740~~280): Improvements to ~~Income~~Reportable ~~Tax~~Segment Disclosures ~~requiring~~expanding ~~entities~~reportable tosegment ~~provide~~disclosure ~~additional~~requirements ~~information~~for inpublic ~~the~~business ~~rate~~entities ~~reconciliation~~primarily ~~and~~through additional disclosures about ~~income~~significant ~~taxes~~segment ~~paid.~~expenses ~~For~~that ~~public~~are ~~business~~regularly ~~entities,~~provided to the ~~guidance~~chief isoperating ~~effective~~decision ~~for~~maker ~~annual~~("CODM") ~~periods~~and ~~beginning~~included ~~after December~~within ~~15,~~each ~~2024~~reported measure of segment profit and loss. The Company ~~does~~adopted ~~not~~this ~~expect~~standard for its fiscal year 2024 annual financial statements and has applied this ~~ASU~~standard toretrospectively ~~have~~for aall ~~material~~prior ~~impact~~periods onpresented in the consolidated financial statements. See Note 9 for further information.

WeIn ~~have~~December ~~evaluated~~2023, ~~all~~the ~~other~~FASB issued ~~and~~final ~~unadopted~~guidance ~~Accounting~~in ~~Standards~~ASU ~~Updates~~No. ~~and~~2023-09, ~~believe~~Income ~~the~~Taxes ~~adoption~~(ASC of740): ~~these~~Improvements ~~standards~~to ~~will~~Income ~~not~~Tax ~~have~~Disclosures arequiring ~~material~~entities ~~impact~~to onprovide ~~our~~additional ~~results~~information ofin ~~operations,~~the ~~financial~~rate ~~position~~reconciliation and disclosures about income taxes paid. For public business entities, orthe ~~cash~~guidance ~~flows~~is effective for annual periods beginning after December 15, 2024.

We have evaluated all other issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our consolidated results of operations, financial position, or cash flows.

Note 3 – Property and Equipment

Property and equipment, net consisted of the following:

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Medical equipment	$	~~387~~538,~~665~~527		$	387,665
Office/warehouse equipment		4348,~~919~~019			4043,~~026~~919
Warehouse/production equipment		23,317			1923,~~966~~317
		454,901			447,657
		609,863			454,901
Less accumulated depreciation		(~~409~~432,~~819~~841	)		(~~394~~409,~~492~~819	)
Property and equipment, net	$	45177,~~082~~022		$	5345,~~165~~082

Depreciation expense was $1523,~~327~~022 (of which $7,543 was charged to cost of goods sold) and $615,~~827~~327, respectively, for the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023. None of the Company's long-lived assets were deemed to be impaired during the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Note 4 — Accrued Liabilities

Accrued liabilities consisted of the following:

	December 31,		December 31,
	2023		2022
	2024		2023
Accrued vacation payable	$	6876,~~538~~450	$	~~100~~68,~~625~~538
Accrued commissions payable		82144,~~400~~001		1882,~~316~~400
Accrued professional fees		1940,~~400~~000		-19,400
Other payables		1831,~~284~~949		418,~~334~~284
Total accrued liabilities	$	~~188~~292,~~622~~400	$	~~123~~188,~~275~~622

~~Note 5 – Stock Purchase Warrants~~F-13

The following schedule reflects outstanding stock purchase warrants as of December 31, 2023 and 2022:

Description	December 31, 2023		December 31, 2022
2022 Sales incentive warrants		450,000		450,000
Total		450,000		450,000

During the year ended December 31, 2022, the Company issued two warrants to purchase (i) 250,000 shares of common stock at an exercise price of $1.00 per share and expiring December 31, 2027 and (ii) 200,000 shares of common stock at an exercise price of $1.50 per share and expiring December 31, 2028 to a distribution partner under an agreement whereby the warrants are exercisable subject to the distributor attaining certain performance goals set forth in the warrants based upon exceeding sales quota revenues for calendar years 2023 through potentially 2025. The aggregate intrinsic value for 2022 sales incentive warrants as of December 31, 2023 was zero. Additionally, the Company agreed to issue certain additional warrants to acquire up to 500,000 shares of common stock to the same distribution partner where the issuance of the warrant is contingent upon future financing events and are not reflected in the above table. See Note 6 – Equity and Stock-Based Compensation for further information.

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Note 5 – Stock Purchase Warrants

The following schedule reflects outstanding stock purchase warrants as of December 31, 2024 and 2023:

Description	December 31, 2024		December 31, 2023

2022 Sales incentive warrants		450,000		450,000

Total		450,000		450,000

During the year ended December 31, 2022, the Company issued two warrants to purchase (i) 250,000 shares of common stock at an exercise price of $1.00 per share and expiring December 31, 2027 and (ii) 200,000 shares of common stock at an exercise price of $1.50 per share and expiring December 31, 2028 to a distribution partner under an agreement whereby the warrants are exercisable subject to the distributor attaining certain performance goals set forth in the warrants based upon exceeding sales quota revenues for calendar years 2023 through potentially 2025. The Company also agreed to issue certain an additional warrant to acquire up to 500,000 shares of common stock to the same distribution partner where the issuance of the warrant was contingent upon future financing events and not reflected in the above table. This additional warrant was issued as of January 1, 2024 and exercised in its entirety by the holder during the year ended December 31, 2024. See Note 6 – Equity and Stock-Based Compensation for further information.

Note 6 – Equity and Stock-Based Compensation

Under the Company’s Second Amended and Restated Certificate of Incorporation, it has the authority to issue a total of 101,000,000 shares of capital stock, consisting of: (i) 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share, which will have such rights, powers and preferences as the Board of Directors of the Company shall determine.

2022 Private Placement Equity Issuances

The Company sold 3,957,757 shares of common stock to certain accredited investors pursuant to Securities Purchase Agreements in two private placements which closed in April and May 2022 for proceeds of $3,957,757. Certain related parties including a principal shareholder, members of the Board of Directors, and members of senior management invested an aggregate of $940,400 in the April 2022 private placement transaction.

Pacific Medical Common Stock and Warrant Purchase Agreement

In August 2022, the Company entered into a Common Stock and Warrant Purchase Agreement (the “Agreement”) with Pacific Medical, Inc. (“Pacific Med”) for the sale and issuance of shares of common stock and warrants to purchase shares of common stock. Pacific Med is the exclusive distributor for the Aurix System product within a territory that covers the states of Washington, Oregon, Idaho, Montana, Wyoming, most of California, the northern half of Nevada, plus Alaska.

Pursuant to the Agreement, Pacific Med purchased 500,000 shares of the Company’s common stock for $500,000. As part of the purchase of common stock, the Company agreed to grant to Pacific Med the right to participate in any ~~future~~ financing by the Company through December 31, 2023 (the “Participation Rights”) in connection with a listing of our common stock on a national securities exchange. The Participation Rights ~~entitle~~entitled Pacific Med to purchase up to 500,000 shares of common stock upon substantially the same terms, conditions, and price provided for in such financing. In the event such a financing did not occur by December 31, 2023, the Company agreed to issue Pacific Med a warrant with a January 1, 2024 issuance date and exercisable until June 30, 2024, to purchase up to 500,000 shares of Common Stock at a price equal to the lower of $2.00 per share or the 20-day volume weighted average closing price per share ending December 31, 2023 (the “~~Contingent~~2024 ~~Warrant~~Financing Participation warrant”). The ~~Contingent~~2024 ~~Warrant~~Financing Participation warrant was issued on January 1, 2024 with an exercise price of $0.56 per share. Pacific Med exercised (i) 270,000 of the warrants for cash proceeds of $151,200 and (ii) the remaining 230,000 warrants cashlessly in exchange for the issuance of 86,889 shares of common stock during the year ended December 31, 2024. The common stock, Participation Rights, and ~~Contingent~~2024 ~~Warrant~~Financing Participation warrant are equity classified.

As part of the Agreement and as additional incentive compensation with respect to Pacific Med’s performance under its existing sales and distribution arrangement, the Company also provided to Pacific Med two compensatory performance-based stock purchase warrants and certain contingently issuable performance shares. The first warrant entitles Pacific Med to purchase up to 250,000 shares of common stock at a price of $1.00 per share (the “First Warrant”) upon Pacific Med attaining certain performance goals set forth in the First Warrant based upon exceeding sales quota revenue, as agreed between the Company and Pacific Med, for calendar years 2023 and/or 2024. The second warrant entitles Pacific Med to purchase up to 200,000 shares of Common Stock at a price of $1.50 per share (the “Second Warrant”) upon Pacific Med attaining certain performance goals set forth in the Second Warrant based upon exceeding sales quota revenue, as agreed between the Company and Pacific Med, for calendar years 2024 and/or 2025. The First Warrant will expire December 31, 2027 and the Second Warrant will expire December 31, 2028. The fair value of the First Warrant and Second Warrant at the date of issuance was approximately $434,000 and $345,000, respectively, based on a Black-Scholes option pricing model. As the exercisability of the two warrants was not considered probable as of December 31, ~~2023~~2024 or ~~2022~~2023, there was no recognition of stock-based compensation expense for the years then ended. When exercisability is determined to be probable, the issuance date fair value of the warrant earned through such date will be recognized with the balance of the fair value recognized ratably over the remaining period of performance. The Company also agreed to issue up to 300,000 shares of common stock to Pacific Med subject to and upon the achievement of certain milestones set forth in the Agreement based upon sales of our products over defined 12-month periods of between $4.5 million by June 30, 2024 through at least $12.5 million in calendar year 2025 (the Performance Shares”). The fair value of the Performance Shares at the date of issuance was approximately $615,000 based on the closing stock price on the closing of the Agreement. As the issuance of the shares is not considered probable as of December 31, ~~2023~~2024, there was no expense recognition for the year ended December 31, ~~2023~~2024. When issuance is determined to be probable, the issuance date fair value of the shares through such date will be recognized with the balance of the fair value recognized ratably over the remaining period of performance.

~~2023 Private Placement Equity Issuances~~F-14

The Company sold 2,442,500 shares of common stock to certain accredited investors pursuant to Securities Purchase Agreements in two private placements which closed in August and December 2023 for proceeds of $1,997,500. Certain related parties including a principal shareholder, a member of the Board of Directors, and a member of senior management invested an aggregate of $760,000 in the two 2023 private placement transactions.

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2023 Private Placement Equity Issuances

The Company sold 2,442,500 shares of common stock to certain accredited investors pursuant to Securities Purchase Agreements in two private placements which closed in August and December 2023 for gross proceeds of $1,997,500. Certain related parties including a principal shareholder, a member of the Board of Directors, and a member of senior management invested an aggregate of $760,000 in the two 2023 private placement transactions.

2024 Private Placement Equity Issuances

The Company sold 2,000,000 shares of common stock to certain accredited investors pursuant to Securities Purchase Agreements in two private placements which closed in May and September 2024 for gross proceeds of $1,500,000. Certain related parties including a principal shareholder, a member of the Board of Directors, and a member of senior management invested an aggregate of $281,250 in the two 2024 private placement transactions.

Stock-Based Compensation

In July 2016, the Board of Directors approved the Company’s 2016 Omnibus Incentive Plan (the “2016 Omnibus Plan”), and in August 2016, the Board amended such plan to include an evergreen provision, intended to increase the maximum number of shares issuable under the Omnibus Plan on the first day of each fiscal year (starting on January 1, 2017) by an amount equal to six percent (6%) of the shares reserved as of the last day of the preceding fiscal year, provided that the aggregate number of all such increases may not exceed 1,000,000 shares. In November 2016, holders of a majority of our capital stock approved the 2016 Omnibus Plan, as amended and restated, which provides for the Company to grant equity and cash incentive awards to officers, directors and employees of, and consultants to, the Company and its subsidiaries. Further, in March 2022, the Board approved an amendment to the 2016 Omnibus Plan to increase the shares available under to Plan to 4,250,000 and remove the annual evergreen provision, which was approved by the holders of a majority of our common stock outstanding, and which became effective in June 2022.

A summary of stock option activity under the 2016 Omnibus Plan during the two years ended December 31, ~~2023~~2024 is presented below:

Stock Options – 2016 Omnibus Plan	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term
Outstanding at January 1, 2022		1,355,001		$	0.52			3.90
Granted		2,021,666			0.73			10.00
Exercised		-			-			-
Forfeited or expired		-			-			-
Outstanding at January 1, 2023		3,376,667		$	0.64			6.70
Granted		100,000			0.70			10.00
Exercised		-			-			-
Forfeited or expired		(287,500	)		(0.75	)		-
Outstanding at December 31, 2023		3,189,167		$	0.64			5.69
Outstanding at January 1, 2024		3,189,167		$	0.64			5.69
Exercisable at December 31, 2023		2,724,861		$	0.61			5.09
Granted		400,000			0.33			10.00
Exercised		(217,709	)		(0.42	)		-
Forfeited or expired		(112,500	)		(0.75	)		-
Outstanding at December 31, 2024		3,258,958		$	0.61			5.30
Exercisable at December 31, 2024		2,715,764		$	0.64			4.53

~~There~~During ~~were 2,021,666 stock options granted under~~ the ~~2016 Omnibus Plan during the~~ year ended December 31, ~~2022 of which (i) 206~~2023,~~666~~ ~~options~~there were ~~granted to settle prior accrued compensation liabilities with senior management and Board of Directors~~100, ~~(ii) 450,~~000 ofincentive ~~immediately~~stock ~~vested~~ options ~~were~~ granted to ~~management,~~an ~~the~~employee ~~Board~~under ofthe ~~Directors,~~2016 ~~and~~Omnibus aPlan. ~~third-party~~The ~~service~~fair ~~provider,~~value ~~(iii)~~of ~~1,355,000~~the ~~incentive stock~~ options vesting over 3three years ~~were~~was ~~granted~~approximately ~~to employees~~$53, ~~and (iv) 10,000 incentive stock options vesting over 1 year were granted to a third party consultant~~500. ~~The~~During ~~fair value of~~ the ~~stock~~year ~~options~~ended ~~granted~~December in31, ~~settlement~~2024, ofthere ~~accrued~~were ~~liabilities was approximately $3~~400,000. Asstock ~~the~~ options ~~issued~~granted ~~were~~ to ~~related~~non-executive ~~parties,~~employees ~~the~~and ~~$103,333~~members of ~~settled~~the ~~liabilities~~Board ~~was~~of ~~credited~~Directors tounder ~~additional~~the ~~paid-in-capital~~Plan. The fair value of ~~450,000~~the ofoptions ~~immediately~~vesting ~~vested~~over ~~options~~one ~~was~~and ~~$6,430~~three ~~and~~years was ~~recognized~~approximately ~~as stock-based compensation expense for the year ended December 31~~$86, ~~2022~~700.

~~During~~The ~~the~~aggregate ~~year~~intrinsic ~~ended December~~value ~~31,~~for ~~2023,~~outstanding ~~there~~and ~~were~~exercisable ~~100,000 incentive stock~~ options ~~granted~~as ~~to an employee under the 2016 Omnibus Plan. The fair value~~ of ~~the~~December ~~options~~31, ~~vesting~~2024 ~~over three years~~ was approximately $532.6 and $2.1 million,~~500~~ respectively.

~~The~~For ~~aggregate~~the ~~intrinsic~~years ~~value~~ended ~~for~~December ~~outstanding~~31, 2024 and ~~exercisable~~2023, ~~options~~the asCompany recorded total stock-based compensation expense of $56,652 and $21,746, respectively. As of December 31, ~~2023~~2024, there was approximately $~~178~~104,000 unrecognized compensation cost related to non-vested stock options which is expected to be recognized prior to year-end 2027.

~~For the years ended December 31, 2023 and 2022, the Company recorded total stock~~F-based compensation expense of $21,746 and $9,145, respectively. As of December 31, 2023, there was approximately $74,000 of unrecognized compensation cost related to non-vested stock options which is expected to be recognized prior to year end 2026.15

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Note 7 — Income Taxes

Income tax expense (benefit) for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 consisted of the following:

	Year ended December 31,
	2023			2022
	2024			2023
Current provision (benefit)
Federal	$	-		$	-
State		-			-
		-			-
Deferred provision (benefit)
Federal		~~360~~662,~~354~~055			~~396~~360,~~083~~354
State		20(146,~~241~~436	)		(120,~~987,646~~241	)
		380,595			(1,591,563	)
		515,619			380,595
Change in valuation allowance		(~~380~~515,~~595~~619	)		1(380,~~591,563~~595	)
Consolidated provision (benefit)	$	-		$	-

Significant components of the Company's deferred tax assets and liabilities consisted of the following at December 31, ~~2023~~2024 and ~~2022~~2023:

	December 31,
	2023			2022
	2024			2023
Deferred tax assets:
Net operating loss carryforwards and credits	$	40,~~945~~483,~~364~~333		$	4140,~~262~~945,~~032~~364
Property, equipment, intangible assets, and other		~~297~~247,~~666~~862			~~353~~297,~~310~~666
Stock-based compensation		128,~~643~~859			2012,~~926~~643
		41,255,673			41,636,268
		40,740,054			41,255,673
Deferred tax liabilities		-			-
Valuation allowance		(4140,~~255~~740,~~673~~054	)		(41,~~636~~255,~~268~~673	)
Net deferred tax assets	$	-		$	-

The following table presents a reconciliation between the U.S. federal statutory income tax rate and the Company's effective tax rate:

	Year ended December 31,
	2023			2022
	2024			2023
Federal tax rate		(21.0	)%		(21.0	)%
State tax rate, net of Federal benefit		(6.5	)%		(6.5	)%
Change in valuation allowance		(1222.02	)%		50(12.20	)%
Permanent differences and other		3249.67	%		~~(22~~32.76	)%
Effective tax rate		60.90	%		0(6.09	)%

The Company has Federal net operating loss carry-forwards of approximately $~~158.1~~156 million as of December 31, ~~2023~~2024. The Federal net operating loss carry-forwards are subject to annual limitation under Section 382 of the Internal Revenue Code as a result of the Company’s emergence from bankruptcy in 2016 as well as due to other changes in ownership subsequent to such emergence; any such limitation reduces the Company's ability to use its net operating loss carryforwards to offset future taxable income on an annual basis and may permanently reduce the Company’s ability to use such net operating loss carryforwards. Federal net operating loss carryforwards generated before 2018 have a 20-year life ~~and~~expiring ~~expire~~ through ~~2028~~2037, while net operating loss carryforwards generated after 2017 have an indefinite life. The Company has not filed its required state income tax returns since 2017 and intends to file all required state returns within the next 12-18 months. The Company has provided a full valuation allowance against its net deferred tax assets as it is more likely than not that those net assets will not be realized. The Company does not believe that it has any uncertain income tax positions.

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Table of Contents

Note 8 –- ~~Commitments~~Segment ~~and Contingencies~~Information

~~In January~~Nuo ~~2022,~~manages ~~the~~its ~~Company~~business ~~entered~~activities ~~into~~on a ~~commercial~~consolidated ~~operating~~basis ~~lease~~and ~~agreement~~operates ~~for~~as ~~its~~a ~~office~~single ~~space~~operating insegment ~~Florida,~~dedicated ~~expiring~~to ~~on December~~developing ~~31,~~and ~~2024.~~marketing ~~The~~products ~~lease~~for ~~requires~~chronic ~~the~~wound ~~Company~~care tothat ~~pay~~harness ~~for~~the ~~its~~regenerative ~~insurance,~~capacity ~~taxes,~~of ~~and~~the ~~its~~human ~~share~~body ofto ~~common~~trigger ~~operating~~natural ~~expenses~~healing. The ~~lease~~Company ~~resulted~~derives inits ~~recognition~~revenue offrom ~~right~~product ofsales ~~use assets and lease liabilities~~ of ~~$89,312,~~the ~~using~~Aurix aproduct ~~discount rate of 10%~~line. The ~~lease~~accounting ~~was~~policies ~~cancellable~~of by the ~~landlord~~segment atare ~~any~~the ~~time~~same ~~prior~~as ~~to December~~those ~~31,~~described ~~2022 based on certain capital raising contingencies which the Company met~~ in ~~April~~ ~~2022~~Note 2.

~~In February~~Nuo's ~~2022,~~CODM is the Company's ~~entered~~Chief ~~into~~Executive anand ~~additional~~Financial ~~commercial~~Officer, ~~operating~~David ~~lease~~E. ~~for~~Jorden. ~~its~~The ~~primary~~CODM ~~office~~uses ~~and~~net ~~warehouse/distribution~~loss, ~~space~~as reported in ~~Texas. The lease requires~~ the Company's toConsolidated ~~pay~~Statements ~~for~~of ~~its insurance~~Operations, ~~taxes,~~in ~~and~~evaluating ~~its~~the ~~share~~performance of ~~common~~its ~~operating~~segment ~~expenses. This lease expires in March 2027. The space remained under buildout~~ and ~~Landlord~~determining ~~control~~how ~~during~~to ~~the~~allocate ~~three~~resources ~~months~~of ~~ended March 31, 2022 with~~ the Company ~~acquiring control of the lease space effective April 1, 2022;~~ as a ~~result,~~whole. aThe ~~right~~CODM ofdoes ~~use~~not ~~asset~~review ~~and~~assets ~~lease~~in ~~liability~~evaluating ~~was~~the ~~recognized~~results of ~~$337~~the segment,~~226~~ asand ~~of April 1~~therefore, ~~2022~~such ~~using~~information ais ~~discount~~not ~~rate of 10%~~presented.

~~Total~~The ~~operating~~following ~~lease~~table ~~costs~~presents ~~were approximately $158,000 and $128,000 for~~ the ~~years~~operating ~~ended December~~results ~~31, 2023 and December 31, 2022, respectively, consisting solely~~ of ~~base~~the ~~rental and common area maintenance costs. The~~ Company's ~~has no financing leases. The weighted average remaining lease term is 3.0 years at December 31, 2023.~~segment:

Future undiscounted cash flows under these leases are:

	December 31,			December 31,
	2024			2023
Total revenues	$	1,365,173		$	608,525
Less significant segment expenses:
Cost of sales (excluding provision for inventory obsolescence and applicable depreciation expense)		265,299			110,017
Total compensation and benefit costs (including third party commission expense)		2,029,762			2,088,138
Provisions for credit losses and inventory obsolescence		109,455			176,074
All other operating expenses (excluding depreciation and credit loss provision)^(a)		1,265,579			1,275,566
Other segment items:
Depreciation, amortization of right of use assets, and stock-based compensation		152,921			127,004
Interest expense (income), net		(105	)		3,162
Other expense (income), net^(b)		(134,022	)		-
Consolidated net loss	$	(2,323,705	)	$	(3,171,436	)

2024	$	112,833
2025		80,273
2026		82,705
2027		21,283
Total operating lease payments		297,094
Discount factor		(41,502	)
Present value of operating lease liabilities		255,592
Current portion of operating lease liabilities		(91,387	)
Non-current portion of operating lease liabilities	$	164,205

(a) All other operating expenses included in consolidated net loss includes professional fees, lease expenses, insurance costs, travel and entertainment expenses, and all other selling, general and administrative expenses.

~~F- 15~~ (b) Other expense (income), net included in consolidated net loss includes net gain from settlement of legacy accounts payable obligations and other expense (income).

Note 9 – Commitments and Contingencies

In February 2022, the Company entered into a commercial operating lease for its primary office and warehouse/distribution space in Texas. The lease requires the Company to pay for its insurance, taxes, and its share of common operating expenses. This lease expires in March 2027. The space remained under buildout and Landlord control during the three months ended March 31, 2022 with the Company acquiring control of the lease space effective April 1, 2022; as a result, a right of use asset and lease liability was recognized of $337,226 as of April 1, 2022 using a discount rate of 10%.

The following table presents the components of rent expense:

	For the Year Ended December 31,		For the Year Ended December 31,
	2024		2023
Operating lease costs	$	90,962	$	120,879
Short term lease costs		4,380		-
Variable lease costs (common area maintenance and applicable taxes)		25,504		36,915
Total rent expense	$	120,846	$	157,794

Cash paid for amounts included in operating lease liabilities was approximately $86,600 and $109,400 for the years ended December 31, 2024 and December 31, 2023, respectively. The Company has no financing leases. The weighted average remaining lease term is 2.3 years at December 31, 2024. The Company’s only lease includes a renewal option to extend the lease for an additional 5 years. The Company has not included this term extension option as part of its present value calculation of lease liabilities as it is not reasonably certain to exercise the option.

Future undiscounted cash flows under this lease are:

2025		80,273
2026		82,705
2027		21,284
Total operating lease payments		184,262

Discount factor		(20,056	)
Present value of operating lease liabilities		164,206
Current portion of operating lease liabilities		(66,861	)
Non-current portion of operating lease liabilities	$	97,345

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Note 910 – Subsequent Events

~~The~~On March 31, 2025, the Company ~~has~~entered ~~evaluated~~into ~~subsequent~~a ~~events~~Distribution ~~through~~Agreement (the ~~date~~“Distribution ~~the~~Agreement”) with a U.S. affiliate of Smith & Nephew PLC ("Smith+Nephew") ~~consolidated~~to ~~financial~~supply ~~statements~~the ~~were~~Company’s ~~available~~Aurix product to beSmith+Nephew ~~issued~~under its own private label (the “Private Label product”). Under Nothe ~~material~~Distribution ~~events~~Agreement, ~~requiring~~Smith+Nephew ~~disclosure~~agreed ~~were~~to ~~identified~~purchase Private Label product from the Company from time to time at agreed upon transfer pricing. The Distribution Agreement includes certain minimum purchase commitments by Smith+Nephew in order for Smith+Nephew to maintain exclusive distribution rights. The Distribution Agreement is for an initial term of five years and is renewable for additional two-year terms.

~~F-16~~ As consideration for entering into the Distribution Agreement, Smith+Nephew agreed to pay the Company up to $2,250,000 for distribution rights and in exchange for the Company’s establishment and maintenance of reimbursement in certain categories for the Private Label products. Such fees are refundable to Smith+Nephew on a pro rata basis for the unexpired initial term of the Distribution Agreement if the Company does not comply with certain of its terms and conditions.

F-18

Filing Compare · Nuo Therapeutics, Inc.