Item 1.01 Entry into a Material Definitive Agreement.

On April 29, 2022, Nuo Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement, dated as of April 11, 2022, with certain accredited investors for the sale of 3,550,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a price of $1.00 per share for proceeds of $3,550,000 (the "Private Placement"). The closing of the Private Placement also occurred on April 29, 2022.

The investors in the Private Placement included David E. Jorden, the Chief Executive and Financial Officer and a member of the Board of Directors of the Company, Scott M. Pittman, a member of the Board of Directors of the Company, Peter A. Clausen, the Chief Scientific Officer and Chief Operating Officer of the Company, and Charles E. Sheedy, a principal stockholder of the Company of the Company. Messrs. Jorden, Pittman, Clausen, and Sheedy invested $10,532, $100,000, $25,000, and $804,868, respectively, in the Private Placement.

The proceeds of the Private Placement will be used for working capital purposes. As a result of the Private Placement, the number of shares of Common Stock outstanding is 40,674,205.

The description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of such agreement filed as Exhibits 10.1 hereto.




Item 3.02  Unregistered Sales of Equity Securities.

The disclosure required by this Item as included in Item 1.01 of this report is incorporated herein by reference.

The shares of Common Stock were offered and sold pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 thereunder, in a transaction not involving any public offering.

Item 9.01 Financial Statements and Exhibits.



d) Exhibits.

Exhibit Number            Description
10.1                        Securities Purchase Agreement
104                       Cover Page Interactive Data File (embedded within the
                          Inline XBRL document)

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