Nuo Therapeutics, Inc. 8-K

What Happened

• Nuo Therapeutics, Inc. (AURX) announced a Loan and Security Agreement dated Jan 21, 2026 with four lenders for up to $1.6 million. The company received $1.0 million at the initial closing on Jan 23, 2026 and may request a $600,000 second funding on Sept 30, 2026. The proceeds are intended for general working capital. Two of the lenders are significant shareholders: director Scott M. Pittman (over 10% owner) and Paul Anthony Jacobs (over 5% owner).

Key Details

• Initial funding: $1.0 million funded on Jan 23, 2026; potential Second Funding: $600,000 (Sept 30, 2026, company option and closing conditions).
• Notes: Secured promissory notes maturing Dec 31, 2028; Initial Note interest 10% (increases to 12% if Second Funding occurs); interest payable in warrants (not cash); interest-only through Dec 31, 2026. Principal repaid in equal quarterly cash installments starting Mar 31, 2027.
• Security & prepayment: Notes are secured by all company assets, including IP. Mandatory prepayment is triggered by an equity financing ≥ $5M, certain change-of-control events, or default. Prepayment fees apply (payable in Prepayment Warrants, not cash): up to 2.75% (depending on timing), with smaller or no fees for events after Dec 31, 2026/Dec 31, 2027 as specified.
• Warrants and dilution: At closing the company issued various warrants (exercise price $1.50, expiration Jan 23, 2031) including: 8,000 aggregate Commitment Warrants; 6,667 Origination Initial Warrants; 133,333 Capital Initial Warrants; 5,000 Origination Second and 100,000 Capital Second (vest only if Second Funding occurs); up to 29,332 Prepayment Warrants (vest on prepayment); and up to 226,000 Interest Warrants issuable at maturity or earlier prepayment. Specific allocations to Pittman and Jacobs were disclosed.

Why It Matters

• This is a short-term debt financing to support operations that brings immediate cash ($1.0M) but includes potentially material equity dilution because interest, some fees, and prepayment penalties are payable in stock warrants rather than cash. Insider participation (a board member and another large shareholder among the lenders) is disclosed, which is relevant for governance and related-party considerations. Investors should note the maturity (end of 2028), repayment schedule beginning in 2027, and the trigger thresholds (e.g., equity financing ≥ $5M) that could force prepayment and result in additional warrant vesting/dilution.