Nuo Therapeutics, Inc. (Form: 8-K, Received: 08/30/2022 08:16:10)

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 24, 2022

Nuo Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-28443	23-3011702
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

8285 El Rio, Suite 190, Houston, Texas 77054

(Address of principal executive offices) (Zip Code)

(346) 396-4770

(Registrant’s telephone number, including area code)

Not applicable

(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

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Securities registered pursuant to Section 12(b) of the Act: None

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 1.01 Entry into a Material Definitive Agreement.

On August 24, 2022, Nuo Therapeutics, Inc. (the “Company” or the “Registrant”) entered into a Common Stock and Warrant Purchase Agreement (the “Agreement”) with Pacific Medical, Inc. (“PacMed”) for the sale and issuance of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock.

PacMed is the exclusive distributor for the Company’s Aurix System product within a territory that covers the states of Washington, Oregon, Idaho, Montana, Wyoming, most of California, the northern half of Nevada, plus Alaska.

Pursuant to the Agreement, PacMed will invest $500,000 in the Company and the Company will issue 500,000 shares of Common Stock, at a price of $1.00 per share, and two warrants, to PacMed. The first warrant entitles PacMed to purchase up to 250,000 shares of Common Stock at a price of $1.00 per share (the “First Warrant”) upon PacMed attaining certain performance goals set forth in the First Warrant based upon exceeding sales quota revenue, as agreed between the Company and PacMed, for calendar years 2023 and/or 2024. The second warrant entitles PacMed to purchase up to 200,000 shares of Common Stock at a price of $1.50 per share (the “Second Warrant”) upon PacMed attaining certain performance goals set forth in the Second Warrant based upon exceeding sales quota revenue, as agreed between the Company and PacMed, for calendar years 2024 and/or 2025. The First Warrant will expire December 31, 2027 and the Second Warrant will expire December 31, 2028.

The closing of the sale of 500,000 shares of Common Stock and the issuance of the First Warrant and Second Warrant is anticipated to occur on September 12, 2022.

Also, pursuant to the Agreement, the Company has agreed to issue up to 300,000 shares of Common Stock to PacMed subject to and upon it achieving certain milestones set forth in the Agreement based upon sales of the Company’s products over defined 12-month periods of between $4.5 million by June 30, 2024 through at least $12.5 million in calendar year 2025.

Further, pursuant to the Agreement, the Company has agreed to grant to PacMed the right to participate in any future financing by the Company through December 31, 2023 (the “Participation Rights”) in connection with a listing of the Company’s Common Stock on a national securities exchange. The Participation Rights will entitle PacMed to purchase up to 500,000 shares of Common Stock upon substantially the same terms, conditions, and price provided for in such financing. Contingent upon such a financing not occurring by December 31, 2023, the Company has agreed to issue PacMed a third warrant with a January 1, 2024 issuance date and exercisable until June 30, 2024, to purchase up to 500,000 shares of Common Stock at a price equal to the lower of $2.00 per share or the 20-day volume weighted average closing price per share ending December 31, 2023 (the “Contingent Warrant”).

The exercise price of each of the First Warrant, the Second Warrant, and the Contingent Warrant (together, the “Warrants”) is subject to adjustment for stock splits, stock dividends, recapitalizations, and similar transactions as provided for in the terms of the Warrants. PacMed has the right to assign or transfer the Warrants subject to the terms therein and in the Agreement. The holder may exercise the Warrants in whole or in part and on a cashless exercise basis.

The descriptions of the Agreement, the First Warrant, the Second Warrant, and the Contingent Warrant are qualified in their entirety by reference to the full text of the Agreement and the form of Warrants, each of which is filed as exhibits to this Current Report.

Upon and as a result of the Company issuing 500,000 shares to PacMed in its initial investment, the number of shares of Company’s Common Stock outstanding will be 41,581,962

Cautionary Note on Forward-Looking Statements

This Current Report contains forward-looking statements that are subject to a number of risks and uncertainties related to the Company, including the closing of the Agreement, the potential attainment of performance goals, the potential achievement of sales milestones, and the possibility of a future financing or listing event. Actual results may differ materially from those set forth herein, including due to risks and uncertainties detailed in the risk factors included in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and in other filings with the SEC made by the Company. Except as required by law, the Company undertakes no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available.

Item 7.01 Regulation FD Disclosure.

On August 30, 2022, the Company issued a press release to provide a business and corporate update including announcing the matters set forth in Item 1.01, which such press release is furnished as Exhibit 99.1 to this Current Report.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
4.1	Form of First Warrant
4.2	Form of Second Warrant
4.3	Form of Contingent Warrant
10.1	Common Stock and Warrant Purchase Agreement between the Registrant and Pacific Medical, Inc., dated August 24, 2022
99.1	Press Release dated August 30, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 and Chief Financial Officer

Date: August 30, 2022

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

COMMON STOCK PURCHASE WARRANT

NUO THERAPEUTICS, INC.

Warrant Shares: 250,000

Date of Issuance: September 12, 2022 (“Issuance Date”)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Pacific Medical, Inc. (including any permitted and registered assignee or transferee, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Nuo Therapeutics, Inc., a Delaware corporation (the “Company”), up to two hundred fifty thousand (250,000) shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain Common Stock and Warrant Purchase Agreement dated August 24, 2022, by and among the Company and the Holder (the “Purchase Agreement”).

Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 14 below. For purposes of this Warrant, the term “Exercise Price” shall mean $1.00, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean, subject to the vesting set forth in Section 1, the period commencing on the Issuance Date and ending at 5:00 p.m., New York time, on December 31, 2027.

1. VESTING.

(a) The vesting of this Warrant, and its ability to be exercised by the Holder, is conditioned upon the attainment of either of the performance goals (the “Performance Goals”) set forth in Appendix I to this Warrant. The Warrant will not become vested on the applicable Determination Date unless the Company determines that the relevant Performance Goal with respect to the applicable Performance Period has been attained. If the Performance Goals are not attained as determined by the Company, this Warrant shall be immediately cancelled and forfeited as of the latest of the Determination Dates set forth in Appendix I.

(b) If vested in accordance with Section 1(a), the Company shall notify the Holder of the vesting of this Warrant within seven Business Days following a Determination Date in the form attached hereto as Exhibit A (the “Vesting Notice”).

2. EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery to the Company of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or instruct its transfer agent to) issue the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise and shall (or instruct its transfer agent to) deliver, on an expedited basis, to the Holder a DRS Advice Statement for such shares in the name of the Holder. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of book-entry record of ownership evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. The Holder and any permitted assignee or transferee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion.

In the absence of an effective registration statement registering the resale of the Warrant Shares of the Holder, if the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

Y(A-B)

X = ^{______________}

Where X = the number of Shares to be issued to Holder.

Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

A = the Market Price (at the date of such calculation).

B = the Exercise Price (as adjusted to the date of such calculation).

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction or, at the Company’s option, round up to the nearest whole share the number of Warrant Shares to be issued.

(c) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.

For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (y) a more recent public announcement by the Company, or (z) a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of the Holder, the Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The limitations contained in this paragraph shall apply to any permitted assignee or transferee of this Warrant.

3. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction, but not including a reverse split with respect to the Common Stock) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (x) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (y) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

(b) Fundamental Transactions. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, by-laws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (c) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the issuance upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

6. REGISTER. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose, in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

7. REISSUANCE.

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

8. COMPLIANCE WITH SECURITIES LAWS.

(a) The Holder, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof have not been registered under the Securities Act or under any applicable state securities law and are being acquired pursuant to an exemption from registration under the Securities Act.

(b) The Holder, by the acceptance hereof, represents that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

(c) The Holder, by the acceptance hereof, represents that it is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act. The Holder further understands and acknowledges that it will be requested to reaffirm that it is an “accredited investor” upon any exercise of this Warrant.

(d) Except as provided in paragraph (e) below, an appropriate legend may be endorsed on this Warrant and the Warrant Shares respecting restrictions upon transfer thereof necessary or advisable to prevent transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws

(e) Upon request of the Holder and, if requested by the Company, receipt by the Company of an opinion of legal counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state securities laws, the Company shall promptly cause any legend restricting transfer to be removed from any certificate or other instrument for this Warrant or Warrant Shares to be transferred.

9. TRANSFER.

(a) Subject to compliance with the conditions set forth herein, this Warrant and all rights hereunder are (i) assignable, in whole or in part, to any successor of the Holder as a result of a merger or to any Affiliate of the Holder, and (ii) transferable, in whole or in part, provided this Warrant has vested in accordance with Section 1.

(b) The Holder agrees to give written notice to the Company before assigning or transferring this Warrant or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed assignment or transfer. If the proposed assignment or transfer may be effected without registration or qualification (under any federal or state securities laws), the Holder shall be entitled to assign or transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the book-entry record of ownership for such Warrant Shares respecting restrictions upon assignment or transfer thereof necessary or advisable to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the permitted assignee or transferee or prospective purchaser shall execute the Assignment of Warrant attached hereto as Exhibit C and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Holder for the assignment, transfer, or disposition of the Warrant or Warrant Shares.

(c) If the proposed assignment, transfer, or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 9 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities in respect to such assignment, transfer, or disposition as are permitted by law.

(d) Any permitted assignee or transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant under this Warrant, subject, however, to any limitations set forth in the Purchase Agreement.

10. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (a) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (b) at least ten days prior to the date on which the Company closes its books or takes a record (i) with respect to any dividend or distribution upon the shares of Common Stock, (ii) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock, or (iii) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

11. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

12. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Delaware or in the federal courts located in the State of Delaware. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE HOLDER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

13. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

14. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported on www.Nasdaq.com, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported on www.Nasdaq.com, or (ii) if the foregoing does not apply, the last trade price of such security on the OTC Markets for such security as reported on www.Nasdaq.com, or (iii) if no last trade price is reported for such security on www.Nasdaq.com, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, or other similar transaction during the applicable calculation period.

(b) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(c) “Determination Date” means the date set forth in Appendix I hereto, or such other earlier date as may be determined by the Company, on which the Company determines whether the relevant Performance Goal with respect to the corresponding Performance Period has been achieved.

(d) “Exempt Issuance” means the issuance of (i) securities to employees, officers or directors of the Company, pursuant to any stock or option plan duly adopted for such purpose, or upon approval by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (ii) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, and/or other any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock, issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than automatically pursuant to their terms, or in connection with stock splits or combinations) or to extend the term of such securities, (iii) securities issued pursuant to any purchase money equipment loan or capital leasing arrangement approved by a purchasing agent or debt financing from a commercial bank or similar financial institution, (iv) securities in full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of all or substantially all of the securities or assets of a corporation or other entity, so long as such issuance is not for the primary purpose of raising capital by the Company; (v) securities in connection with a bona fide strategic license agreement, sponsored research agreement, collaboration agreement, development agreement, marketing or distribution agreement, or other bona fide partnering arrangement, so long as such issuance is not for the primary purpose of raising capital by the Company; (vi) securities to a bank or other financial institution pursuant to a bona fide commercial debt financing or to equipment lessor pursuant to a bona fide equipment leasing agreement; and (vii) securities upon a stock split, stock dividend or subdivision of the Common Stock.

(e) “Market Price” means the highest Closing Sale Price of the Common Stock during the twenty Trading Days prior to the date of the respective Exercise Notice.

(f) “Performance Period” means each period set forth in Appendix I hereto.

* * * * * * *

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

NUO THERAPEUTICS, INC.

Name: David Jorden

Title: Chief Executive Officer

APPENDIX I

Performance Period	Determination Date	Performance Goal
calendar years 2023 and 2024	January 15, 2025	Sales quota revenue (as agreed between the Holder and the Company pursuant to the Services Agreement) is exceeded by no less than 15%

or alternatively

Performance Period	Determination Date	Performance Goal
calendar year 2023	January 15, 2024	Sales quota revenue (as agreed between the Holder and the Company pursuant to the Services Agreement) is exceeded by no less than 35%

For the avoidance of doubt and as an example: if sales quotas for calendar years 2023 and 2024 are $2,000,000 and $4,000,000, respectively, the Warrant would vest if revenues attributable to the Holder in calendar years 2023 and 2024 are no less than $2,300,000 and $4,600,000 respectively, or, if revenues attributable to the Holder in calendar year 2023 are no less than $2,700,000.

EXHIBIT A

VESTING NOTICE

To: [Name of Registered Holder]

The Company is pleased to inform you that, pursuant to Section 1 of the Warrant issued to you dated ___________ , the Warrant has vested and that you are entitled to exercise the right to purchase the Warrant Shares.

	NUO THERAPEUTICS, INC.


	By:
	Name:
	Title:

EXHIBIT B

EXERCISE NOTICE

(To be executed by the registered Holder to exercise this Common Stock Purchase Warrant)

The Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Nuo Therapeutics, Inc., a Delaware corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

☐ a cash exercise with respect to _________________ Warrant Shares; or

☐ by cashless exercise pursuant to the Warrant.

2.	Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

3.	Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

4.	Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

Date:


	(Print Name of Registered Holder)


	By:
	Name:
	Title:

EXHIBIT C

ASSIGNMENT OF WARRANT

(To be signed only upon authorized transfer of the Warrant)

For Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ shares of Common Stock of Nuo Therapeutics, Inc., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of Nuo Therapeutics, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

Dated: __________________

(Print name of registered Holder)*

Signed:

Name:

Title:

(Print name of transferee, as to be listed on register)

Signed:

Name:

Title:

Address:

Social Security or Tax Identification No.:

When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

Exhibit 4.2

COMMON STOCK PURCHASE WARRANT

NUO THERAPEUTICS, INC.

Warrant Shares: 200,000

Date of Issuance: September 12, 2022 (“Issuance Date”)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Pacific Medical, Inc. (including any permitted and registered assignee or transferee, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Nuo Therapeutics, Inc., a Delaware corporation (the “Company”), up to two hundred thousand (200,000) shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain Common Stock and Warrant Purchase Agreement dated August 24, 2022, by and among the Company and the Holder (the “Purchase Agreement”).

Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 14 below. For purposes of this Warrant, the term “Exercise Price” shall mean $1.50, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean, subject to the vesting set forth in Section 1, the period commencing on the Issuance Date and ending at 5:00 p.m., New York time, on December 31, 2028.

1. VESTING.

2. EXERCISE OF WARRANT.

Y(A-B)

X = ^{______________}

Where X = the number of Shares to be issued to Holder.

Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

A = the Market Price (at the date of such calculation).

B = the Exercise Price (as adjusted to the date of such calculation).

3. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

7. REISSUANCE.

8. COMPLIANCE WITH SECURITIES LAWS.

9. TRANSFER.

13. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

14. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(e) “Market Price” means the highest Closing Sale Price of the Common Stock during the twenty Trading Days prior to the date of the respective Exercise Notice.

(f) “Performance Period” means each period set forth in Appendix I hereto.

* * * * * * *

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

NUO THERAPEUTICS, INC.

Name: David Jorden

Title: Chief Executive Officer

APPENDIX I

Performance Period	Determination Date	Performance Goal
calendar years 2024 and 2025	January 15, 2026	Sales quota revenue (as agreed between the Holder and the Company pursuant to the Services Agreement) is exceeded by no less than 15%

or alternatively

Performance Period	Determination Date	Performance Goal
calendar year 2024	January 15, 2025	Sales quota revenue (as agreed between the Holder and the Company pursuant to the Services Agreement) is exceeded by no less than 35%

For the avoidance of doubt and as an example: if sales quotas for calendar years 2024 and 2025 are $4,000,000 and $7,500,000, respectively, the Warrant would vest if revenues attributable to the Holder in calendar years 2024 and 2025 are no less than $4,600,000 and $8,625,000 respectively, or, if revenues attributable to the Holder in calendar year 2024 are no less than $5,400,000.

EXHIBIT A

VESTING NOTICE

To: [Name of Registered Holder]

	NUO THERAPEUTICS, INC.


	By:
	Name:
	Title:

EXHIBIT B

EXERCISE NOTICE

(To be executed by the registered Holder to exercise this Common Stock Purchase Warrant)

1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

☐ a cash exercise with respect to _________________ Warrant Shares; or

☐ by cashless exercise pursuant to the Warrant.

2.	Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

3.	Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

4.	Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

Date:

	(Print Name of Registered Holder)


	By:
	Name:
	Title:

EXHIBIT C

ASSIGNMENT OF WARRANT

(To be signed only upon authorized transfer of the Warrant)

Dated: __________________

(Print name of registered Holder)*

Signed:

Name:

Title:

(Print name of transferee, as to be listed on register)

Signed:

Name:

Title:

Address:

Social Security or Tax Identification No.:

When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

Exhibit 4.3

COMMON STOCK PURCHASE WARRANT

NUO THERAPEUTICS, INC.

Warrant Shares: 500,000

Date of Issuance: January 1, 2024 (“Issuance Date”)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Pacific Medical, Inc. (including any permitted and registered assignee or transferee, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Nuo Therapeutics, Inc., a Delaware corporation (the “Company”), up to five hundred thousand (500,000) shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain Common Stock and Warrant Purchase Agreement dated August 24, 2022, by and among the Company and the Holder (the “Purchase Agreement”).

Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $[ . ], subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on January 1, 2024 and ending at 5:00 p.m., New York time, on June 30, 2024.

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery to the Company of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or instruct its transfer agent to) issue the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise and shall (or instruct its transfer agent to) deliver, on an expedited basis, to the Holder a DRS Advice Statement for such shares in the name of the Holder. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of book-entry record of ownership evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. The Holder and any permitted assignee or transferee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Y(A-B)

X = ^{______________}

Where X = the number of Shares to be issued to Holder.

Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

A = the Market Price (at the date of such calculation).

B = the Exercise Price (as adjusted to the date of such calculation).

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

3. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, by-laws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (c) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the issuance upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).

4. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

5. REGISTER. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose, in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

6. REISSUANCE.

7. COMPLIANCE WITH SECURITIES LAWS.

8. TRANSFER.

(a) Subject to compliance with the conditions set forth herein, this Warrant and all rights hereunder are assignable and transferable, in whole or in part.

(b) The Holder agrees to give written notice to the Company before assigning or transferring this Warrant or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed assignment or transfer. If the proposed assignment or transfer may be effected without registration or qualification (under any federal or state securities laws), the Holder shall be entitled to assign or transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the book-entry record of ownership for such Warrant Shares respecting restrictions upon assignment or transfer thereof necessary or advisable to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the permitted assignee or transferee or prospective purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Holder for the assignment, transfer, or disposition of the Warrant or Warrant Shares.

(c) If the proposed assignment, transfer, or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 8 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities in respect to such assignment, transfer, or disposition as are permitted by law.

9. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (a) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (b) at least ten days prior to the date on which the Company closes its books or takes a record (i) with respect to any dividend or distribution upon the shares of Common Stock, (ii) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock, or (iii) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

10. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

11. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Delaware or in the federal courts located in the State of Delaware. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE HOLDER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(c) “Exempt Issuance” means the issuance of (i) securities to employees, officers or directors of the Company, pursuant to any stock or option plan duly adopted for such purpose, or upon approval by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (ii) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, and/or other any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock, issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than automatically pursuant to their terms, or in connection with stock splits or combinations) or to extend the term of such securities, (iii) securities issued pursuant to any purchase money equipment loan or capital leasing arrangement approved by a purchasing agent or debt financing from a commercial bank or similar financial institution, (iv) securities in full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of all or substantially all of the securities or assets of a corporation or other entity, so long as such issuance is not for the primary purpose of raising capital by the Company; (v) securities in connection with a bona fide strategic license agreement, sponsored research agreement, collaboration agreement, development agreement, marketing or distribution agreement, or other bona fide partnering arrangement, so long as such issuance is not for the primary purpose of raising capital by the Company; (vi) securities to a bank or other financial institution pursuant to a bona fide commercial debt financing or to equipment lessor pursuant to a bona fide equipment leasing agreement; and (vii) securities upon a stock split, stock dividend or subdivision of the Common Stock.

(d) “Market Price” means the highest Closing Sale Price of the Common Stock during the twenty Trading Days prior to the date of the respective Exercise Notice.

* * * * * * *

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

NUO THERAPEUTICS, INC.

Name: David Jorden

Title: Chief Executive Officer

EXHIBIT A

EXERCISE NOTICE

(To be executed by the registered Holder to exercise this Common Stock Purchase Warrant)

1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

☐ a cash exercise with respect to _________________ Warrant Shares; or

☐ by cashless exercise pursuant to the Warrant.

2.	Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

3.	Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

4.	Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

Date:

	(Print Name of Registered Holder)


	By:
	Name:
	Title:

EXHIBIT B

ASSIGNMENT OF WARRANT

(To be signed only upon authorized transfer of the Warrant)

Dated: __________________

(Print name of registered Holder)*

Signed:

Name:

Title:

(Print name of transferee, as to be listed on register)

Signed:

Name:

Title:

Address:

Social Security or Tax Identification No.:

When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

Exhibit 10.1

COMMON STOCK AND WARRANT PURCHASE AGREEMENT

This Common Stock and Warrant Purchase Agreement, dated on and as of August 24, 2022 (this “Agreement”), is made by and between Nuo Therapeutics, Inc., a Delaware corporation (the “Company”), and Pacific Medical, Inc., a California corporation (the “Purchaser” or “PacMed”).

WHEREAS, on June 23, 2022, the Company and the Purchaser entered into an Exclusive Sales Agent and Services Agreement (the “Services Agreement”); and

WHEREAS, subject to the terms and conditions in this Agreement, the Company desires to offer, issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, shares of the Company’s Common Stock and warrants to purchase shares of the Company’s Common Stock.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Company and the Purchaser agree as follows:

1	DEFINITIONS

In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1:

“Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with any other person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States of America or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Common Stock” means the common stock, par value $0.0001 per share, of the Company and any other class of securities into which such securities may hereafter be reclassified or changed.

“Contingent Warrant” shall have the meaning set forth in Section 6(c)(i)(A).

“Contingent Warrant Exercise Price” shall have the meaning set forth in Section 6(c)(iii).

“Contingent Warrant Shares” means the shares of Common Stock issuable upon exercise of the Contingent Warrant.

“DRS Advice Statement” means a book-entry statement evidencing a number of shares of Common Stock held in direct registration system advices by the Company’s transfer agent evidencing the electronic registration and ownership thereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Warrant” shall have the meaning set forth in Section 2(a)(ii).

“First Warrant Shares” means the shares of Common Stock issuable upon exercise of the First Warrant.

“Investment Shares” shall have the meaning set forth in Section 2(a)(i).

“Listing Event” means the Company’s Common Stock being listed on a national securities exchange and registered under Section 12(b) of the Exchange Act.

“Participation Rights” shall have the meaning set forth in Section 6(b)(i).

“Performance Shares” shall have the meaning set forth in Section 6(a)(i).

“Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

“SEC” means the Securities and Exchange Commission.

“Second Warrant” shall have the meaning set forth in Section 2(a)(iii).

“Second Warrant Shares” means the shares of Common Stock issuable upon exercise of the Second Warrant.

“Securities” means the Investment Shares, the Performance Shares, the First Warrant, the First Warrant Shares, the Second Warrant, the Second Warrant Shares, the Contingent Warrant, and the Contingent Warrant Shares.

“Securities Act” means the Securities Act of 1933, as amended.

“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on the OTC Markets, or (iii) if trading does not occur on the OTC Markets, any Business Day.

2	PURCHASE AND SALE

(a) Subject to the conditions to closing set forth in this Section 2, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company:

(i) 500,000 shares of Common Stock (the “Investment Shares”) at a purchase price of $1.00 per Investment Share;

(ii) a Common Stock purchase warrant to purchase up to 250,000 shares of Common Stock at an initial exercise price of $1.00 per share (the “First Warrant”) on the terms set forth in the form of warrant attached as Exhibit 1; and

(iii) a Common Stock purchase warrant to purchase up to 200,000 shares of Common Stock at an initial exercise price of $1.50 per share (the “Second Warrant”) on the terms set forth in the form of warrant attached as Exhibit 2.

(b) The closing of the purchase, sale, and issuance of the Investment Shares, the First Warrant, and the Second Warrant (the “Investment Closing”) shall be effected by the electronic exchange of documents. The Company and the Purchaser each shall use their reasonable best efforts to hold the Investment Closing no later than September 12, 2022 (such date, the “Investment Closing Date”).

(i) the Company will deliver or cause to be delivered to the Purchaser:

(A) this Agreement duly executed by the Company;

(B) a certificate stating that the representations and warranties made by the Company in Section 4 of this Agreement are true and correct in all material respects as of the Investment Closing Date as though made on and as of the Investment Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Investment Closing Date with respect to such date);

(C) a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to issue shares of Common Stock equal to the number of Investment Shares in the name of the Purchaser and to deliver, on an expedited basis, a DRS Advice Statement for such shares to the Purchaser;

(D) the First Warrant, duly executed by the Company; and

(E) the Second Warrant, duly executed by the Company.

(ii) the Purchaser will deliver or cause to be delivered to the Company:

(A) this Agreement duly executed by the Purchaser;

(B) a certificate stating that the representations and warranties made by the Purchaser in Section 3 of this Agreement are true and correct in all material respects as of the Investment Closing Date as though made on and as of the Investment Closing Date;

(C) an amount in cash equal to $500,000 by wire transfer of immediately available funds in accordance with the instructions set forth on Schedule A to this Agreement.

3	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Company, and agrees with the Company as follows:

(a) The Purchaser understands and acknowledges that (i) the Common Stock is presently only eligible to be quoted on the OTCQB Venture Market tier of the OTC Markets Group, (ii) there can be no assurance as to whether the OTC Markets Group will enable the Common Stock to be quoted on a higher tier market or whether the Common Stock will be traded on a national securities exchange, (iii) even if the Common Stock becomes eligible for quotations or trading on a higher tier of the OTC Markets Group, a national securities exchange, or other trading platform, the amount and volume of such quotations or trading may be limited and subject to higher risk of wider spreads, increased volatility, and price dislocations, and (iv) as a result, the Purchaser may be required to hold its shares of Common Stock for an indefinite period of time and may not be able to resell its shares of Common Stock at or above the price paid for such shares of Common Stock, and, notwithstanding the circumstances described in the preceding clauses (i) through (iv), (and without limiting any of the other representations and warranties or agreements of the Purchaser herein), the Purchaser has made its own investment decision in connection with the Securities issuable pursuant to this Agreement.

(b) The Purchaser understands and acknowledges that (i) the Company did not file periodic reports with the SEC since the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed January 31, 2020 until the Company’s comprehensive Annual Report on 10-K for the fiscal years ended December 31, 2019, 2020 and 2021 filed April 15, 2022, and, as a result, (ii) the Company has not been current in its SEC Reports (as defined below), and (iii) the Company received a letter dated November 26, 2021 from the Staff of the Division of Corporation Finance of the SEC indicating that because the Company was not in compliance with the reporting requirements under Section 13(a) of the Exchange Act, the Company may be subject, without further notice, to an administrative proceeding by the SEC pursuant to Section 12(j) of the Exchange Act to revoke the Company’s Exchange Act registration. For purposes of this Agreement, “SEC Reports” means reports, schedules, forms, statements, and other documents filed or required to be filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act.

(c) The Purchaser understands and acknowledges that (i) this Agreement is confidential and non-public and agrees that all information about this Agreement shall be kept in confidence by the Purchaser until the public announcement of the material terms and provision of this Agreement by the Company, and (ii) the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware.

(d) The Purchaser acknowledges that no federal or state agency or authority has made any finding or determination as to the accuracy or adequacy of this Agreement or as to the fairness of the terms of this Agreement nor any recommendation or endorsement of the Securities. Any representation to the contrary is a criminal offense. In making an investment decision, the Purchaser acknowledges that it must rely on its own examination of the Company and the terms of this Agreement, including the merits and risks involved.

(e) The Purchaser acknowledges that the offer and sale of Securities pursuant to this Agreement is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein.

(f) The Purchaser has carefully read this Agreement and is familiar with and understands the terms provided for hereunder. The Purchaser has relied only on the information contained in (i) this Agreement and (ii) the SEC Reports through the date hereof and has not relied on any representation made by any other person, other than as set forth in Section 4 of this Agreement. The Purchaser has carefully considered and has discussed with its professional legal, tax, accounting, and financial advisors, to the extent deemed necessary, the suitability of an investment in the Securities for the Purchaser’s particular tax and financial situation and has determined that the Securities being issued to the Purchaser are a suitable investment. THE PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT AN INVESTMENT IN THE SECURITIES INVOLVES SUBSTANTIAL RISKS, INCLUDING THE POSSIBLE LOSS OF THE ENTIRE AMOUNT OF SUCH INVESTMENT. The Purchaser further understands and acknowledges that the Company has broad discretion concerning the use and application of the proceeds from Securities issuable pursuant to this Agreement.

(g) The Purchaser acknowledges that (i) it has been provided by the Company with the opportunity to request copies of any documents, records, and books pertaining to this investment and (ii) any such documents, records, and books so requested have been made available for inspection.

(h) The Purchaser and any of its advisors have had a reasonable opportunity to ask questions of and receive answers from representatives of the Company or persons acting on behalf of the Company concerning this Agreement and all such questions have been answered to the full satisfaction of the Purchaser. The Purchaser understands that it is not relying on any communication or representation (written or oral) of any kind made by the Company regarding the Company, the Securities, or any other matter other than as set forth herein.

(i) The Purchaser is not purchasing or otherwise being issued the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar, meeting or conference whose attendees have been invited by any general solicitation or general advertising.

(j) The Purchaser has sufficient knowledge and experience in financial, tax, and business matters to enable utilization of the information made available to the Purchaser in connection with this Agreement, to evaluate the merits and risks of an investment in the Securities and to make an informed investment decision with respect to an investment in the Securities on the terms described in this Agreement.

(k) The Purchaser is a corporation not formed for the specific purpose of acquiring the Securities with total assets in excess of $5,000,000 or is otherwise an “accredited investor” as defined in Rule 501 of Regulation D under the Securities.

(l) The Purchaser will furnish any additional information reasonably requested by the Company to assure compliance with applicable U.S. federal and state securities laws, or upon the request of the Company’s transfer agent, in connection with the issuance of the Securities.

(m) The Purchaser will not sell or otherwise transfer the Securities without registration under the Securities Act and applicable state securities laws or an applicable exemption therefrom. The Purchaser acknowledges that neither the offer nor sale of the Securities has been registered under the Securities Act or under the securities laws of any state. The Purchaser represents and warrants that the Purchaser is acquiring the Securities for the Purchaser’s own account and not with a current view toward resale or distribution within the meaning of the Securities Act. The Purchaser has not offered or sold the Securities being acquired nor does the Purchaser have any present intention of selling, distributing or otherwise disposing of such Securities either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstances in violation of the Securities Act. The Purchaser is aware that (i) the Securities are not currently eligible for sale in reliance upon Rule 144 promulgated under the Securities Act and (ii) the Company has no obligation to register the Securities being issued hereunder. By making these representations herein, the Purchaser is not making any representation or agreement to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an available exemption to the registration requirements of the Securities Act.

(n) The Purchaser acknowledges that instruments, whether certificated or uncertificated, representing the Securities shall be stamped or otherwise imprinted with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.

Instruments, whether certificated or uncertificated, representing the Securities shall not be required to contain such legend or any other legend (i) following any sale of such Securities pursuant to Rule 144, or (ii) if such Securities are eligible for sale under Rule 144(b), or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the SEC), in each such case (i) through (iii) to the extent reasonably determined by the Company’s legal counsel. Subject to the foregoing, at such time and to the extent a legend is no longer required for the Securities, the Company will use its reasonable best efforts to, no later than five Trading Days following the delivery by the Purchaser to the Company or to the Company and the Company’s transfer agent of instructions (and, if previously issued, a legended certificate representing such Securities) together with such accompanying documentation or representations as reasonably required by counsel to the Company, deliver or cause to be delivered an instrument, whether certificated or uncertificated, representing such Securities that is free from the foregoing legend.

(o) The Purchaser is not acquiring the Securities as a nominee or agent or otherwise for any other person.

(p) The Purchaser will comply with all applicable laws and regulations in effect in any jurisdiction in which the Purchaser is issued or sells the Securities and obtain any consent, approval, or permission required for such issuances or sales under the laws and regulations of any jurisdiction to which the Purchaser is subject or in which the Purchaser is issued or makes such sales, and the Company shall have no responsibility therefor.

(q) The Purchaser has the full legal right and power and all authority and approval required (i) to execute and deliver this Agreement and all other instruments executed and delivered by or on behalf of the Purchaser in connection with the issuance of the Securities, and (ii) to purchase or hold the Securities.

(r) The person who has signed this Agreement on behalf of the Purchaser has the full legal right and power and all authority and approval required to sign on behalf of the Purchaser, and such person’s signature is binding upon the Purchaser.

(s) The Purchaser acknowledges that the Company may issue shares of Common Stock, or other or additional securities of the Company, in excess of those being issued in connection with Agreement from time to time. The issuance of additional shares of Common Stock or securities of the Company may cause dilution of the existing shares of Common Stock and a decrease in the market price of such existing shares. Except as otherwise provided in this Agreement, the Purchaser acknowledges and agrees that it shall have no preemptive rights, right of first refusal, or other rights to subscribe for or purchase any shares of Common Stock the Company may issue in the future as a result of the Purchaser entering into this Agreement.

(t) For so long as Participation Rights are outstanding or Performance Shares, First Warrant Shares, Second Warrant Shares, or Contingent Warrant Shares are issuable, the Purchaser agrees that it and its Affiliates shall not engage, directly or indirectly, in any “short sales” (as defined in Rule 200 of Regulation SHO under the Exchange Act) of the Common Stock.

4	REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to the Purchaser:

(a) Organization, Good Standing and Qualification. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware with the exception of its wholly owned and operationally inactive subsidiary, Aldagen, Inc. and, except as disclosed in the SEC Reports, the Company has full corporate power and authority to conduct its business as currently conducted. The Company is qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, properties, assets, financial condition, or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).

(b) Capitalization. (i) The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), (ii) 41,081,962 shares of Common Stock are issued and outstanding, (iii) zero (0) shares of preferred stock are issued and outstanding, (iv) warrants to purchase 233,333 shares of Common Stock are issued and outstanding, and (v) 3,376,667 shares of Common Stock are issuable upon the exercise of outstanding stock options under the Company’s 2016 Omnibus Incentive Compensation Plan, as amended (the “Omnibus Plan”). Other than as set forth above or as contemplated in this Agreement, there are no other options, warrants, calls, rights, commitments, or agreements of any character to which the Company is a party or by which either the Company is bound or obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

(c) Issuance; Reservation of Securities. The issuance of the Securities has been authorized by all necessary corporate action, and the Securities, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company.

(d) Authorization; Enforceability. The Company has all corporate right, power, and authority to enter into this Agreement, and to consummate the transactions contemplated hereby and thereby. All corporate action on the part of the Company, its directors, and stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company, the authorization, sale, issuance, and delivery of the Securities contemplated herein, and the performance of the Company’s obligations hereunder and thereunder has been taken. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms and subject to laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy. Except as otherwise provided in this Agreement, the issuance and sale of the Securities contemplated hereby will not give rise to any preemptive rights or rights of first refusal on behalf of any person, except for those that which have been complied with or waived.

(e) No Conflict; Governmental and Other Consents.

(i) The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of, (A) any provision of the Second Amended and Restated Certificate of Incorporation, as amended, or By-Laws of the Company or any of its subsidiaries, or (B) any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any of its subsidiaries is bound, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company except to the extent that any such violation, conflict or breach would not be reasonably likely to have a Material Adverse Effect.

(ii) No consent, approval, authorization or other order of any governmental authority or other third party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issuance, and sale of the Securities, except such post-Closing filings as may be required to be made with the SEC and with any state or foreign blue sky or securities regulatory authority.

(f) Litigation. There are no pending or, to the Company’s knowledge, threatened legal or governmental proceedings against the Company or any of its subsidiaries, which, if adversely determined, would be reasonably likely to have a Material Adverse Effect. Except as set forth in Section 3(b)(iii) to this Agreement, there is no action, suit, proceeding, inquiry, or investigation before or by any court, public board or body (including, without limitation, the SEC) pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries wherein an unfavorable decision, ruling or finding could adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under this Agreement. Except as disclosed in the SEC Reports, neither the Company nor any of its subsidiaries are subject to any order, judgment, or decree, which would be reasonably likely to have a Material Adverse Effect.

(g) Investment Company. The Company is not an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

(h) Subsidiaries. The Company’s subsidiaries are set forth on Schedule B hereof (collectively referred to herein as the Company’s “subsidiaries”).

(i) Indebtedness. The SEC Reports reflect, as of the date thereof, all outstanding secured and unsecured Indebtedness (as defined below) of the Company or any subsidiary, or for which the Company or any subsidiary has commitments. Neither the Company nor any of its subsidiaries has incurred any material Indebtedness or commitments for Indebtedness since the date of the filing of the most recent SEC Report. For purposes of this Agreement, “Indebtedness” shall mean (i) any liabilities for borrowed money or amounts owed (other than trade accounts payable incurred in the ordinary course of business), (ii) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (iii) the present value of any lease payments due under leases required to be capitalized in accordance with GAAP. Except as disclosed in the SEC Reports, as of the Investment Closing Date, (A) the Company is not in default with respect to any Indebtedness, and (B) the Company will not be insolvent after giving effect to the transactions contemplated herein. For purposes of this Section 4(i), “insolvent” shall mean an inability to pay debts when due.

(j) Certain Fees. Except as is set forth on Schedule C, no brokers’, finders’, or financial advisory fees or commissions will be payable by the Company with respect to the transactions contemplated by this Agreement.

(k) Material Agreements. Except as disclosed in the SEC Reports, the Company is not in default under any material agreement now in effect to which the Company is a party, the result of which would be reasonably likely to have a Material Adverse Effect.

(l) Transactions with Affiliates. Except as disclosed in the SEC Reports, there are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements, or other continuing transactions between (i) the Company, its subsidiaries, or any of their respective customers or suppliers on the one hand, and (ii) on the other hand, any person who would be covered by Item 404(a) of Regulation S-K or any Affiliate of such person.

(m) Taxes. The Company and its subsidiaries have prepared and filed all federal, state, local, foreign, and other tax returns for income, gross receipts, sales, use, and other taxes and custom duties (“Taxes”) required by law to be filed by them, except for tax returns, the failure to file which, individually or in the aggregate, do not and would not have a Material Adverse Effect. Such filed tax returns are complete and accurate, except for such omissions and inaccuracies, which individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have paid or made provisions for the payment of all Taxes shown to be due on such tax returns and all additional assessments, and adequate provisions have been and are reflected in the financial statements of the Company and the subsidiaries for all current Taxes to which the Company or any subsidiary is subject and which are not currently due and payable, except for such Taxes which, if unpaid, individually or in the aggregate, do not and would not have a Material Adverse Effect. None of the federal income tax returns of the Company or any of its subsidiaries for the past five years has been audited by the Internal Revenue Service. Neither the Company nor any of its subsidiaries has received written notice of any assessments, adjustments, or contingent liability (whether federal, state, local, or foreign) in respect of any Taxes pending or threatened against the Company or any subsidiary for any period which, if unpaid, would have a Material Adverse Effect.

(n) Insurance. The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes are prudent and customary in the businesses in which the Company and its subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its and its subsidiaries’ businesses without an increase in cost significantly greater than general increases in cost experienced for similar companies in similar industries with respect to similar coverage.

(o) Environmental Matters. To the Company’s knowledge, all real property owned, leased or otherwise operated by the Company and its subsidiaries is free of contamination from any substance, waste or material currently identified to be toxic or hazardous pursuant to, within the definition of a substance which is toxic or hazardous under, or which may result in liability under, any Environmental Law (as defined below), including, without limitation, any asbestos, polychlorinated biphenyls, radioactive substance, methane, volatile hydrocarbons, industrial solvents, oil or petroleum or chemical liquids or solids, liquid or gaseous products, or any other material or substance (“Hazardous Substance”) which has caused or would reasonably be expected to cause or constitute a threat to human health or safety, or an environmental hazard in violation of Environmental Law or to result in any environmental liabilities that would be reasonably likely to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has caused or suffered to occur any release, spill, migration, leakage, discharge, disposal, uncontrolled loss, seepage, or filtration of Hazardous Substances that would reasonably be expected to result in environmental liabilities that would be reasonably likely to have a Material Adverse Effect. The Company and its subsidiaries have generated, treated, stored, and disposed of any Hazardous Substances in compliance with applicable Environmental Laws, except for such non-compliances that would not be reasonably likely to have a Material Adverse Effect. The Company and its subsidiaries have obtained, or have applied for, and are in compliance with and in good standing under all permits required under Environmental Laws (except for such failures that would not be reasonably likely to have a Material Adverse Effect) and neither the Company nor any of its subsidiaries has knowledge of any proceedings to substantially modify or to revoke any such permit. There are no investigations, proceedings or litigation pending or, to the Company’s knowledge, threatened against the Company, its subsidiaries or any of their respective facilities relating to Environmental Laws or Hazardous Substances. For purposes of this Agreement, “Environmental Laws” shall mean all federal, national, state, regional and local laws, statutes, ordinances, and regulations, in each case as amended or supplemented from time to time, and any judicial or administrative interpretation thereof, including orders, consent decrees or judgments relating to the regulation and protection of human health, safety, the environment and natural resources.

(p) Intellectual Property Rights and Licenses. Except as disclosed in the SEC Reports, (i) the Company and its subsidiaries own or have the right to use any and all information, know-how, trade secrets, patents, copyrights, trademarks, trade names, software, formulae, methods, processes and other intangible properties that are of a such nature and significance to the business that the failure to own or have the right to use such items would have a Material Adverse Effect (“Intangible Rights”), (ii) neither the Company nor any of its subsidiaries has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intangible Rights, and, to the Company’s knowledge, neither the use of the Intangible Rights nor the operation of the Company’s and its subsidiaries’ businesses is infringing or has infringed upon any intellectual property rights of others in a manner that would be reasonably expected to have a Material Adverse Effect, (iii) all payments have been duly made that are necessary to maintain the Intangible Rights in force, (iv) no claims have been made, and to the Company’s knowledge, no claims are threatened, that challenge the validity or scope of any material Intangible Right of the Company or any of its subsidiaries, and (v) the Company and its subsidiaries have taken reasonable steps to obtain and maintain in force all licenses and other permissions under Intangible Rights of third parties necessary to conduct their businesses as heretofore conducted by them, and now being conducted by them, and as expected to be conducted, and neither the Company nor its subsidiaries is or has been in material breach of any such license or other permission in a manner that would be reasonably expected to have a Material Adverse Effect.

(q) Labor, Employment and Benefit Matters.

(i) There are no existing, or to the Company’s knowledge, threatened strikes or other labor disputes against the Company or any of its subsidiaries that would be reasonably likely to have a Material Adverse Effect. There is no organizing activity involving employees of the Company or its subsidiaries pending or, to the Company’s knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to the Company’s knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of the Company or its subsidiaries has made a pending demand for recognition.

(ii) Neither the Company nor any of its subsidiaries is, or during the five years preceding the date of this Agreement was, a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries.

(iii) Each employee benefit plan is in compliance with all applicable law, except for such noncompliance that would not be reasonably likely to have a Material Adverse Effect.

(iv) Neither the Company nor any of its subsidiaries have any liabilities, contingent or otherwise, including, without limitation, liabilities for retiree health, retiree life, severance, or retirement benefits, which are not fully reflected, to the extent required by GAAP, on the Company’s financial statements or fully funded. The term “liabilities” used in the preceding sentence shall be calculated in accordance with reasonable actuarial assumptions.

(v) Neither the Company nor any of its subsidiaries has (i) terminated any “employee pension benefit plan” as defined in Section 3(2) of ERISA (as defined below) under circumstances that present a material risk of the Company or any of its subsidiaries incurring any liability or obligation that would be reasonably likely to have a Material Adverse Effect, or (ii) incurred or expects to incur any outstanding liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended and all rules and regulations promulgated thereunder (“ERISA”).

(r) Compliance with Law. Except as disclosed in the SEC Reports, the Company and its subsidiaries are in compliance in all material respects with all applicable laws, including, to the extent applicable, U.S. anti-money laundering laws and U.S. Treasury Department’s Office of Foreign Assets Control regulations, except for such noncompliance that would not reasonably be likely to have a Material Adverse Effect. Neither the Company or its subsidiaries has received any notice of, nor does the Company have any knowledge of, any violation (or of any investigation, inspection, audit or other proceeding by any governmental entity involving allegations of any violation) of any applicable law involving or related to the Company or any of its subsidiaries which has not been dismissed or otherwise disposed of that would be reasonably likely to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received notice or otherwise has any knowledge that the Company or any of its subsidiaries is charged with, threatened with or under investigation with respect to, any violation of any applicable law that would reasonably be likely to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any employee or agent of the Company or any subsidiary has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. The Company, its subsidiaries and, to the Company’s knowledge, their respective directors, officers, employees, and agents have complied in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, and any related rules and regulations.

(s) Ownership of Property. Except as disclosed in the SEC Reports, the Company and its subsidiaries has (i) good and marketable fee simple title to its owned real property, if any, free and clear of all liens, except for liens which do not individually or in the aggregate have a Material Adverse Effect, (ii) a valid leasehold interest in all leased real property, and each of such leases is valid and enforceable in accordance with its terms (subject to laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy) and is in full force and effect, and (iii) good title to, or valid leasehold interests in, all of its other properties and assets free and clear of all liens, except for liens which do not individually or in the aggregate have a Material Adverse Effect.

(t) No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3 of this Agreement, neither the Company, nor any of its Affiliates or other person acting on the Company’s behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act, when integration would cause the offering of the Securities not to be exempt from the requirements of Section 5 of the Securities Act.

(u) General Solicitation. Neither the Company nor, to its knowledge, any person acting on behalf of the Company, has offered, or sold any of the Securities by any form of “general solicitation” within the meaning of Rule 502 under the Securities Act.

(v) No Manipulation of Stock. The Company has not taken and will not take, in violation of applicable law, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Securities.

(w) No Registration. Assuming the accuracy of the representations and warranties made by the Purchaser, no registration of the Securities under the Securities Act is required in connection with the offer and sale of the Securities by the Company to the Purchaser as contemplated by this Agreement, except as otherwise disclosed to the Purchaser in writing.

(x) Disclosure. The Company understands and acknowledges that the Purchaser will rely on the foregoing representations in purchasing the Securities of the Company hereunder. Commencing with the filings on April 15, 2022 of the Company’s comprehensive Annual Report on 10-K for the fiscal years ended December 31, 2019, 2020 and 2021, all disclosure made available by the Company to the Purchaser in the SEC Reports regarding the Company, its business and the transactions contemplated hereby furnished by or on the behalf of the Company are, taken as a whole, true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the Company’s knowledge, as of the date of this Agreement, no material event or circumstance has occurred or information exists with respect to the Company or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

5	COVENANTS OF THE COMPANY

(a) The Company shall make a public announcement of the execution of this Agreement and the terms of the transaction documents by issuing a press release or, if necessary or appropriate, filing with the SEC a Current Report on Form 8-K, not later than 8:30 a.m., New York time, by the fourth Business Day following the date of this Agreement. As a result of the forgoing issuance and filing, all material, non-public information previously provided to the Purchaser, or its agents or counsel shall have been publicly announced and disclosed. Notwithstanding anything in this Agreement to the contrary, following the foregoing issuance and filing the Company shall have no obligation to, and will not, disclose or provide any material, non-public information to the Purchaser or its agents or counsel.

(b) The Company shall use its reasonable best efforts to file in a timely manner all required reports under the Exchange Act.

(c) The Company will not sell, offer to sell, solicit offers to buy, or otherwise negotiate in respect of any “security” (as defined in the Securities Act) that is or could be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act.

6	OTHER AGREEMENTS OF THE PARTIES

(a) Performance Shares.

(i) Subject to the conditions set forth in this Section 6(a), the Company agrees to issue to the Purchaser up to 300,000 shares of Common Stock (the “Performance Shares”) on the terms set forth in Appendix I.

(ii) Within twenty Business Days of the achievement of a sales milestone (a “Milestone”) set forth in Appendix I, the Company will issue the corresponding number of Performance Shares set forth in Appendix I (such Performance Shares, the “Achieved Performance Shares”) and the Company will deliver or cause to be delivered to the Purchaser a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to issue shares of Common Stock equal to the number of Achieved Performance Shares in the name of the Purchaser and to deliver, on an expedited basis, a DRS Advice Statement for such shares to the Purchaser.

(iii) As a condition to the issuance of any Achieved Performance Shares, the Purchaser will deliver or cause to be delivered to the Company:

(A) a certificate affirming the true and correct achievement of the corresponding Milestone; and

(B) a certificate stating that the representations and warranties made by the Purchaser in Section 3 of this Agreement are true and correct in all material respects as of the date of such issuance relating to such Performance Shares.

(b) Participation Rights in Listing Financing.

(i) Subject to the conditions set forth in this Section 6(b), until the earlier of (A) a Listing Event or (B) December 31, 2023, upon the offering for cash by the Company of Common Stock in connection with a Listing Event (a “Listing Financing”), the Purchaser shall have the right to participate in such Listing Financing (“Participation Rights”) in an amount up to 500,000 shares of Common Stock (the “Participation Maximum”) upon the same terms, conditions, and price provided for in such Listing Financing.

(ii) At least five Trading Days prior to the closing of a Listing Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Listing Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Listing Financing Notice”). Upon the request of the Purchaser, and only upon such request, for a Listing Financing Notice, the Company shall promptly, but no later than one Trading Day after such request, deliver a Listing Financing Notice to such Purchaser. The Listing Financing Notice shall describe in reasonable detail the proposed terms of such Listing Financing, the amount of proceeds intended to be raised thereunder, and the person or persons through or with whom such Listing Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

(iii) If it desires to participate in such Listing Financing, the Purchaser must provide written notice to the Company by not later than 5:30 p.m., New York time, on the second Trading Day after receipt of the Pre-Notice that the Purchaser is willing to participate in such Listing Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Listing Financing Notice. If the Company receives no such written notice from the Purchaser as of such second Trading Day, the Purchaser shall be deemed to have notified the Company that the Purchaser does not elect to participate.

(iv) Notwithstanding the foregoing, if legal counsel to the Company or legal counsel to any underwriter in a public offering that constitutes a Listing Financing advises the Company that the Purchaser’s inclusion would not be in compliance with applicable securities laws (including, without limitation, Section 5 of the Securities Act), the offer and sale of Common Stock to the Purchaser pursuant to this Section 6(b) shall be made by the Company in a concurrent private placement and not in such public offering. In any such private placement, the offer of Common Stock in such private placement shall be made on substantially the same terms and conditions (other than respecting restrictions upon transfer in accordance with the Securities Act) as the offer of Common Stock in such public offering, and the closing of such private placement shall occur concurrently with the closing of such public offering.

(v) Notwithstanding the foregoing, this Section 6(b) shall not apply in respect of an Exempt Issuance. For purposes of this Agreement, “Exempt Issuance” means the issuance of (A) securities to employees, officers or directors of the Company, pursuant to any stock or option plan duly adopted for such purpose, or upon approval by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (B) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, or other any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant, or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock, issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than automatically pursuant to their terms, or in connection with stock splits or combinations) or to extend the term of such securities, (C) securities issued pursuant to any purchase money equipment loan or capital leasing arrangement approved by a purchasing agent or debt financing from a commercial bank or similar financial institution, (D) securities in full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation, or purchase of all or substantially all of the securities or assets of a corporation or other entity, so long as such issuance is not for the primary purpose of raising capital by the Company, (E) securities in connection with a bona fide strategic license agreement, sponsored research agreement, collaboration agreement, development agreement, marketing or distribution agreement, or other bona fide partnering arrangement, so long as such issuance is not for the primary purpose of raising capital by the Company, (F) securities to a bank or other financial institution pursuant to a bona fide commercial debt financing or to equipment lessor pursuant to a bona fide equipment leasing agreement, and (G) securities upon a stock split, stock dividend or subdivision of the Common Stock.

(i) In the event that a Listing Event has not occurred by December 31, 2023, then:

(A) the Company agrees to issue to the Purchaser a Common Stock purchase warrant to purchase up to 500,000 shares of Common Stock (the “Contingent Warrant”) at the Contingent Warrant Exercise Price and on the terms set forth in the form of warrant attached as Exhibit 3; and

(B) on the twentieth Trading Day after December 31, 2023, the Company will deliver or cause to be delivered to the Purchaser the Contingent Warrant, duly executed by the Company.

(ii) As a condition to the issuance of the Contingent Warrant, the Purchaser will deliver or cause to be delivered to the Company a certificate stating that the representations and warranties made by the Purchaser in Section 3 of this Agreement are true and correct in all material respects as of the date of such issuance relating to the Contingent Warrant and the Contingent Warrant Shares.

(iii) For purposes of this Agreement, the initial exercise per share of the Contingent Warrant (the “Contingent Warrant Exercise Price”), which such price will be written by the Company on the Contingent Warrant upon issuance, shall equal the lower of:

(A) the volume weighted average closing price per share of Common Stock calculated on the basis of the Closing Sale Price (as defined in the Contingent Warrant) and the trading volume of the Common Stock for each of the twenty consecutive Trading Days ending as of December 31, 2023; provided, however, in the event the Common Stock is not traded on a national securities exchange or the OTC Markets, or a volume weighted average closing price cannot be reasonably calculated for each of such twenty consecutive Trading Days, such price shall be equal to the fair market value of the Common Stock as agreed by the Company and the Holder, or if no such agreement between the parties, then such price shall be determined by an independent valuation firm mutually agreed to by the Company and Holder, and the cost of such independent valuation shall be paid by the Company; or

(B) $2.00.

7	MISCELLANEOUS

(a) Notices. Any notice or other document required or permitted to be given or delivered shall be in writing and sent:

(i) if to the Company, at

Nuo Therapeutics, Inc.

8285 El Rio, Suite 190

Houston, TX 77054

Attention: Chief Executive Officer

Phone: (346) 396-4770

email: djorden@nuot.com

or such other address as it shall have specified to the Purchaser in writing,

and

(ii) if to the Purchaser, at

Pacific Medical, Inc.

1700 N. Chrisman Rd.

Tracy, CA 95304

Attention: Mark Weaver, General Counsel

Phone: (800) 726-9180

email: mweaver@pacmedical.com

or such other address as it shall have specified to the Company in writing.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be deemed given and effective on the earliest of: (A) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth herein at or prior to 5:30 p.m., New York City time, on a Trading Day, (B) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m., New York City time, on any Trading Day, (C) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (D) upon actual receipt by the party to whom such notice is required to be given.

(b) Section Headings. The section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. References in this Agreement to a designated “Section” refer to a Section of this Agreement unless otherwise specifically indicated.

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(d) Consent to Jurisdiction and Service of Process. The parties to this Agreement hereby agree to submit to the jurisdiction of the courts of the State of Delaware and the courts of the United States of America located in the District of Delaware, and appellate courts from any thereof in any action or proceeding arising out of or relating to this Agreement.

(e) Waiver of Jury Trial. Each of the parties to this Agreement hereby unconditionally agrees to waive, to the fullest extent permitted by applicable law, its respective rights to a jury trial of any claim or cause of action (whether based on contract, tort or otherwise) based upon, arising out of or relating to this Agreement or the transactions contemplated hereby. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims and all other common law and statutory claims. Each party hereto (i) acknowledges that this waiver is a material inducement to enter into this Agreement, that each has already relied on this waiver in entering into this Agreement, and that each will continue to rely on this waiver in their related future dealings, (ii) acknowledges that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not in the event of any action or proceeding, seek to enforce the foregoing waiver, and (iii) warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 7(E) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

(f) Amendment. Neither this Agreement nor any provisions hereof shall be amended, waived, modified, changed, discharged, or terminated except by an instrument in writing executed by the Company and the Purchaser.

(g) Entire Agreement. This Agreement (including any schedules, exhibits, and appendices hereto) constitutes the entire agreement and understanding of the parties with respect to the transactions contemplated hereby.

(h) Severability. The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any of its other provisions. Any provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable, to the extent necessary to render it valid and enforceable and to the extent permitted by law and consistent with the intent of the parties to this Agreement.

(i) Survivability. Except to the extent contemplating or requiring performance in full at the Closing, all representations, warranties, covenants, and agreements contained in this Agreement shall survive the Closing until the earlier of (i) the exercise in full of each of the First Warrant, the Second Warrant, and, if issued or issuable, the Contingent Warrant, or (ii) 5:00 p.m., New York time, on December 31, 2028; provided, however, that such representations, warranties, and covenants shall not terminate if Performance Shares are issuable, Participation Rights are outstanding, or the Contingent Warrant or Contingent Warrant Shares are issuable.

(j) Successors and Assignees. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assignees. No party may assign (other than by merger or to an Affiliate) this Agreement or any rights or obligations hereunder without the prior written consent of the other party.

(k) No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assignees and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except as set forth herein.

(l) Fees and Expenses. Each party shall pay the fees and expenses of its counsel, advisors, accountants, and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery, and performance of this Agreement. The Company shall pay all of the Company’s transfer agent fees in connection with the Closing or any issuance of shares of Common Stock hereunder.

(m) Arm’s Length Negotiations. The Company acknowledges and the Purchaser confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors.

(n) Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(SIGNATURE PAGE FOLLOWS)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized signatories as of the date first indicated above.

NUO THERAPEUTICS, INC.

By: /s/ David Jorden

Name: David Jorden

Title: Chief Executive Officer

PACIFIC MEDICAL, INC.

By: /s/ Mark Weaver

Name: Mark Weaver

Title: General Counsel

[Signature Page to Common Stock and Warrant Purchase Agreement]

SCHEDULE A

WIRE TRANSFER INFORMATION

Branch Name:	Houston

Bank Name:	Chase Bank

Bank Address:	7007 Fannin St.

	Houston, TX 77030



Swift Code:	CHASUS33

Routing Number:	111000614 For ACH

Routing Number:	021000021 For Wires

Account Number:	XXXXXXXXXX

SCHEDULE B

SUBSIDIARIES

Aldagen, Inc. (Delaware)

SCHEDULE C

CERTAIN FEES AND COMMISSIONS

None.

APPENDIX I

Milestone	Performance Shares
trailing 12-month sales of the Company’s Aurix product and any other Company products distributed by and attributable to PacMed is greater than or equal to $4,500,000 by June 30, 2024	75,000 shares
trailing 12-month sales of the Company’s Aurix product and any other Company products distributed by and attributable to PacMed is greater than or equal to $10,000,000 by June 30, 2025	100,000 shares (plus the shares above if not previously issued)
calendar year 2025 sales of the Company’s Aurix product and any other Company products distributed by and attributable to PacMed is greater than or equal to $12,500,000	125,000 (plus any of the shares above if not previously issued)

For the avoidance of doubt, if a Milestone is not met, the corresponding Performance Shares not achieved nor issued will be “rolled over” and such shares will be issuable if a subsequent Milestone is achieved; provided, however, that a maximum of 300,000 Performance Shares would be issuable as of December 31, 2025 and in the aggregate

EXHIBIT 1

EXHIBIT 2

EXHIBIT 3

Exhibit 99.1

8285 El Rio, Suite 190

Houston, TX 77054

Phone 833.298.6633

NUO THERAPEUTICS PROVIDES CORPORATE AND BUSINESS UPDATE

Broad equity incentive agreement established with Pacific Medical, Inc. including initial equity purchase

Favorable initial progress on establishing substantive distribution network in support of commercial goals for Aurix

Foundational Aurix product is well positioned with attractive attributes in changing market for advanced wound care products for chronic wounds

Houston, TX – August [29/30], 2022 – Nuo Therapeutics, Inc. (OTCQB: AURX) (“Nuo” or the “Company”), a commercial stage medical device company pioneering leading-edge biodynamic therapies by focusing on emerging opportunities in the evolving healthcare landscape, announced today an initial corporate and business update since re-establishing fully available commercial operations in the second quarter of this year.

Notable recent highlights include:

●

An equity agreement with Pacific Medical, Inc. dated August 24, 2022 by which Pacific Medical will purchase $500,000 of Nuo common stock and potentially acquire up to 1,250,000 additional shares of Nuo common stock in conjunction with a broader arrangement that substantially incentivizes the Pacific Medical team to deliver strong performance in the distribution and sale of the Aurix product. The Current Report on Form 8-K filed today by Nuo with the SEC describes more fully the equity opportunities tied to sales milestones that should support the alignment of Nuo and Pacific Medical efforts to provide patient access to the Aurix System.

●

Distribution agreements are in place with ten separate entities, the largest of which is Pacific Medical having in excess of 40 representatives with experience in the blood-based biologics and wound care space. These distributor partners are now fully trained on the Aurix product and are beginning engagement with potential physician and hospital facility customers.

●

Including the $500,000 investment from Pacific Medical noted above, Nuo has raised approximately $4.5 million in working capital equity this year which Nuo believes is sufficient to position the Aurix product as a foundational cash flow positive asset. This investment will allow Nuo to deliver effective clinical outcomes in the treatment of chronic wounds, while substantially advancing the business opportunity and positioning Nuo for future success.

●

As a result of the resumption of Nuo’s periodic financial reporting with the Securities and Exchange Commission, Nuo applied and has been approved for quotation and trading on the OTCQB Venture Market tier at www.OTCMarkets.com. While being focused on business execution presently, Nuo believes that an uplisting to a national securities exchange will be a viable option at the appropriate time. There can be no assurance however that a successful listing on a national securities exchange will take place.

The re-launch of a commercially available Aurix product became possible due to the April 2021 issuance of the favorable national coverage decision (NCD) for blood-based products (i.e., PRP products) that have an FDA indication for use in the management of chronic wounds.

Market estimates for 2022 indicate the North American market for advanced wound care products will total approximately $3.6 billion while the prevalence of the three major chronic wound etiologies – diabetic foot ulcers, venous ulcers, and pressure ulcers – continues to increase. The size of the U.S. population expected to have diabetes is estimated to exceed 40 million individuals by the early 2030’s and nearly 20% of Medicare age diabetes patients have non-healing foot ulcers. Due to the increasing prevalence of chronic wounds, the advanced wound care market in the U.S. appears poised for continued change as the increasing spend in the space has not translated into improved healing on a broad scale. Centers for Medicare & Medicaid Services has recently proposed changes to the overall mechanism for Medicare reimbursement of cellular and tissue-based products, commonly referred to as skin substitutes, that could have a significant impact on the usage and delivery of advanced therapy products in the future.

“Following the successful private placements earlier this year totaling approximately $4 million, the newly constituted commercial team for Nuo initiated activities in early May to establish a commercial presence for Aurix in the advanced therapy space of the chronic wound market,” commented David Jorden, Nuo’s Chief Executive and Financial Officer. “The commercial team capitalized on their established business relationships and experience in the space to create an initial distribution network that provides coverage in population centers that represent approximately 30% of the U.S. population.”

“The representatives within Nuo’s distribution network have the relevant skill sets and access to providers treating patients in the physician’s office, hospital outpatient wound centers and other sites of service,” commented Peter Clausen, Nuo’s Chief Scientific and Operating Officer. “Pacific Medical’s long-standing reputation as a top-tier distribution partner and their broad geographic reach make them an excellent anchor distribution partner for the Aurix product.”

“Nuo is enthusiastic to partner with the highly regarded team at Pacific Medical and appreciate that they see the clinical and business value of Aurix in an evolving chronic wound market," added Mr. Jorden. “We believe the Pacific Medical investment in Nuo is an arrangement that can substantially benefit both parties in the long term and, most importantly, can immediately benefit patients.”

“The re-launch of Aurix is truly meaningful due to the too often sub-optimal clinical outcomes experienced by patients suffering from these wounds and health care professionals trying to heal them,” continued Mr. Jorden. “Nuo’s persistence in overcoming the 20+ year NCD for autologous blood products has contributed to making this effective treatment option available to providers and their patients. At Nuo, we intend to stay abreast of continuing marketplace developments while remaining focused on making the Aurix product and its benefits as broadly available as possible.”

About Nuo Therapeutics

Nuo Therapeutics, Inc. is a commercial stage medical device company pioneering leading-edge biodynamic therapies by focusing on emerging opportunities in the evolving healthcare landscape. The Company’s Aurix System is a biodynamic hematogel that harnesses a patient’s innate regenerative abilities for the management of a variety of wounds.

Cautionary Note Regarding Forward-Looking Statements

This press release may include certain forward-looking statements, including with respect to the issuance of additional equity to Pacific Medical, Inc., its sales milestones, the sufficiency of cash to support the Company’s products, the possible listing of the Company’s common stock on a national securities exchange, market estimates for advanced wound care products, and CMS’ proposed changes for Medicare reimbursement. These forward looking statements may generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward- looking statements. The reader is cautioned not to unduly rely on these forward-looking statements. The Company expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.