01/26/2026 | Press release | Distributed by Public on 01/26/2026 17:44
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Commitment Warrants (right to buy) | $1.5 | 01/23/2026 | A | 2,050 | 01/23/2026 | 01/23/2031 | Common Stock | 2,050 | $1.5 | 0 | D | ||||
| Origination Initial Warrants (right to buy) | $1.5 | 01/23/2026 | A | 1,333 | 01/23/2026 | 01/23/2031 | Common Stock | 1,333 | $1.5 | 0 | D | ||||
| Capital Initial Warrants (right to buy) | $1.5 | 01/23/2026 | A | 26,667 | 01/23/2026 | 01/23/2031 | Common Stock | 26,667 | $1.5 | 0 | D | ||||
| Origination Second Warrants (right to buy) | $1.5 | 01/23/2026 | A | 1,750 | 09/30/2026(1) | 01/23/2031 | Common Stock | 1,750 | $1.5 | 0 | D | ||||
| Capital Second Warrants (right to buy) | $1.5 | 01/23/2026 | A | 35,000 | 09/30/2026(1) | 01/23/2031 | Common Stock | 35,000 | $1.5 | 0 | D | ||||
| Prepayment Warrants (right to buy) | $1.5 | 01/23/2026 | A | 7,516 | 01/23/2026(2) | 01/23/2031 | Common Stock | 7,516(3) | $1.5 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Pittman Scott M. C/O NUO THERAPEUTICS, INC. 8285 EL RIO, SUITE190 HOUSTON, TX 77054 |
X | X | ||
| /s/ David Jorden, attorney-in-fact | 01/26/2026 | |
| **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) | Will vest (if at all) on September 30, 2026 provided a Second Funding occurs in accordance with the Loan and Security Agreement dated January 21, 2026 among the Issuer, the Reporting Person, and other parties thereto (the "Loan Agreement"). |
| (2) | Will vest (if at all) upon the occurrence of a Prepayment, but no later than December 31, 2028, in accordance with the Loan Agreement. |
| (3) | Represents maximum number of shares issuable (if at all) in the event of a Prepayment in accordance with the Loan Agreement. The Board of Directors of Issuer and Non-Employee Directors approved the Loan Agreement and issuance of warrants and shares of Common Stock issuable thereunder |