0001437749-17-014747.txt : 20170814 0001437749-17-014747.hdr.sgml : 20170814 20170814170427 ACCESSION NUMBER: 0001437749-17-014747 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170810 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events FILED AS OF DATE: 20170814 DATE AS OF CHANGE: 20170814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nuo Therapeutics, Inc. CENTRAL INDEX KEY: 0001091596 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 233011702 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32518 FILM NUMBER: 171031400 BUSINESS ADDRESS: STREET 1: 207A PERRY PARKWAY, STREET 2: SUITE 1 CITY: GAITHERSBURG, STATE: MD ZIP: 20877 BUSINESS PHONE: 240-499-2680 MAIL ADDRESS: STREET 1: 207A PERRY PARKWAY, STREET 2: SUITE 1 CITY: GAITHERSBURG, STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: Nuo Therapeutics, Inc DATE OF NAME CHANGE: 20141112 FORMER COMPANY: FORMER CONFORMED NAME: CYTOMEDIX INC DATE OF NAME CHANGE: 20000511 FORMER COMPANY: FORMER CONFORMED NAME: AUTOLOGOUS WOUND THERAPY INC DATE OF NAME CHANGE: 20000407 8-K 1 nuot20170812_8k.htm FORM 8-K nuot20170812_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

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

 

Date of report (Date of earliest event reported): August 10, 2017

      

Nuo Therapeutics, Inc.

(Exact name of Registrant as Specified in Charter)

 

 

Delaware

001-32518

23-3011702

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

207A Perry Parkway, Suite 1, Gaithersburg, MD 20877

(Address of Principal Executive Offices) (Zip Code)

 

(240) 499-2680

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 
 

 

Item 3.02           Unregistered Sales of Equity Securities.

 

The information required to be disclosed herein is incorporated by reference to Item 8.01 hereof.

 

Item 8.01           Other Events.

 

Nuo Therapeutics, Inc. (the “Company”) exercised its rights under its 2016 backstop commitment agreements with certain accredited investors and on August 10, 2017 closed on the issuance of 9,650,000 shares of its common stock (“Backstop Shares”) for gross proceeds of $2.3 million. The issuance of an additional 3,150,000 Backstop Shares to one investor for gross proceeds of $0.7 million has not yet closed.   

 

The issuance of the Backstop Shares was effected pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) under Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. 

 

 
 

 

SIGNATURES

 

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

 

 

Nuo Therapeutics, Inc.

 

 

 

 

 

 

 

 

 

 

By:  

/s/ David E. Jorden

 

 

 

David E. Jorden

 

 

 

Chief Executive Officer and
Chief Financial Officer

 

 

Date: August 14, 2017