Item 1.01 Entry into a Material Definitive Agreement
Warrant Modification Agreement
As previously disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 5, 2020, which is incorporated
herein by reference, Nuo Therapeutics, Inc. (the "Company") issued certain
common stock purchase warrants (the "Warrants") (i) in conjunction with a
Recapitalization Agreement, to shareholders participating in the
Recapitalization Agreement and (ii) in exchange for services rendered over the
period May 2019 thru September 2020 to three individuals including David Jorden,
the Company's Chief Executive and Chief Financial Officer and Scott Pittman, a
member of the Company's Board of Directors.
Effective as of December 1, 2021 (the "Effective Date"), the Company entered
into a Warrant Modification Agreement (the "Agreement) with the holders of an
aggregate 6,865,461 Warrants (the "Investors") whereby the Warrants were
modified to adjust the warrant exercise price from $0.40 per share to $0.20 per
share provided the Investor exercised the warrant prior to January 31, 2022 (the
"Payment Forfeiture Date"). All Warrants not exercised prior to the Payment
Forfeiture Date were to be forfeited and deemed expired or otherwise cancelled.
As of December 30, 2021, all Warrants had been exercised for total consideration
of $1,373,092 and the resulting issuance of 6,865,461 shares of common stock.
The issuance of the common shares was exempt from the registration requirements
of the Securities Act, pursuant to Section 4(a)(2) and/or the exemption for
exchange transactions under Section 3(a)(9) of the Securities Act.
The above description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement,
attached as Exhibit 4.1, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
As described in Item 1.01 above, the Company on December 31, 2021, issued to the
Investors, an aggregate 6,865,461 shares of the Company's common stock.
The descriptions of the Agreement contained in Item 1.01 are incorporated herein
by reference.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Exhibit Description
4.1 Warrant Modification Agreement
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
NUO THERAPEUTICS, INC. 
