Nuo Therapeutics, Inc.

Entry into a Material Definitive Agreement; Unregistered Sales of Equity Securities

On July 30, 2025, the Company entered into a Securities Purchase Agreement, dated as of July 25, 2025, with certain accredited investors for the sale of 527,612 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a price of $1.50 per share for gross proceeds of $791,418 (the “Private Placement”). The closing of the Private Placement also occurred on July 30, 2025.

The investors in the Private Placement included Scott M. Pittman, a member of the Board of Directors of the Company and Charles E. Sheedy, a principal stockholder of the Company of the Company. Messrs. Pittman and Sheedy invested $5,919 and $200,000, respectively, in the Private Placement.

The proceeds of the Private Placement will be used for working capital purposes.

The description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of such agreement filed as Exhibit 10.2 hereto.

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

Insider Trading Arrangements

During the quarter ended June 30, 2025, none of our directors or executive officers adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K.