06/02/2026 | Press release | Distributed by Public on 06/02/2026 19:55
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Interim Warrant (right to buy)(1) | $1.5 | 05/29/2026(2) | A | 17,450 | 05/29/2026 | 01/23/2031 | Common Stock | 17,450 | $1.5 | 17,450 | D | ||||
| Second Warrant (right to buy)(3) | $1.5 | 05/29/2026(2) | D(4) | 36,750 | 09/30/2026 | 01/23/2031 | Common Stock | 36,750 | $1.5 | 0 | D | ||||
| Prepayment Warrant (right to buy) | $1.5 | 05/29/2026(2) | D(5) | 7,516 | 01/23/2026 | 01/23/2031 | Common Stock | 7,516 | $1.5 | 0 | D | ||||
| Second Restated Warrant (right to buy) | $1.5 | 05/29/2026(2) | A(4) | 17,500 | 09/30/2026(6) | 01/23/2031 | Common Stock | 17,500 | $1.5 | 0 | D | ||||
| Prepayment Restated Warrant (right to buy) | $1.5 | 05/29/2026(2) | A(5) | 7,333(7) | 05/29/2026(8) | 01/23/2031 | Common Stock | 7,333 | $1.5 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Pittman Scott M. C/O NUO THERAPEUTICS, INC. 8285 EL RIO, SUITE190 HOUSTON, TX 77054 |
X | X | ||
| /s/ David Jorden, attorney-in-fact | 06/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents Origination Interim and Capital Interim Warrants. |
| (2) | Transaction approved by Board of Directors of Issuer and Non-Employee Directors |
| (3) | Represents Origination Restated Second and Capital Restated Second Warrants. |
| (4) | Previously issued Second Warrants cancelled for Second Restated Warrants with same terms, including same exercise price (and cancelled on date when underlying Common Stock traded at lower price than when previously issued), in accordance with the Amended and Restated Loan and Security Agreement dated May 29, 2026 among the Issuer, the Reporting Person, and other parties thereto (the "Loan Agreement"). |
| (5) | Previously issued Prepayment Warrants cancelled for Prepayment Restated Warrants with same terms, including same exercise price (and cancelled on date when underlying Common Stock traded at lower price than when previously issued), in accordance with the Loan Agreement. |
| (6) | Vesting (if at all) on September 30, 2026 provided a Second Funding occurs in accordance with the Loan Agreement. |
| (7) | Represents maximum number of shares issuable (if at all) in the event of a Prepayment in accordance with the Loan Agreement. |
| (8) | Vesting (if at all) upon the occurrence of a Prepayment, but no later than December 31, 2028, in accordance with the Loan Agreement. |