Nuo Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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ITEM 15. Exhibits and Financial Statement Schedules
| (a)(1) | Financial Statements |
|---|
See the Index to Consolidated Financial Statements at page F-1 of this Annual Report:
| (a)(2) | Financial Statement Schedules |
|---|
Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included in our consolidated financial statements or the related footnotes.
| (a)(3) | Exhibits |
|---|
| Number | Exhibit Table |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Nuo Therapeutics, Inc. (previously filed on May 10, 2016 as Exhibit 3.1 to the registrant’s Registration Statement on Form 8-A and incorporated by reference herein) |
| 3.2 | Certificate of Designation of Series A Preferred Stock of Nuo Therapeutics, Inc. (previously filed on May 10, 2016 as Exhibit 3.3 to the registrant’s Current Report on Form 8-K and incorporated by reference herein) |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nuo Therapeutics, Inc. (previously filed on September 5, 2018 as Exhibit 3.1 to the registrant’s Current Report on Form 8-K and incorporated by reference herein) |
| 3.4 | Amended and Restated By-Laws of Nuo Therapeutics, Inc. (previously filed on May 10, 2016 as Exhibit 3.2 to the registrant’s Registration Statement on Form 8-A and incorporated by reference herein) |
| 4.1 | Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (previously filed on April 1, 2025 as Exhibit 4.1 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein) |
| 4.2 | Form of Initial Warrants (as issued in connection with Loan and Security Agreement dated as of January 21, 2026) (previously filed on January 26, 2026 as Exhibit 4.1 to the registrant's Current Report on Form 8-K and incorporated herein by reference) |
| 4.3 | Form of Second Warrants (as issued in connection with Loan and Security Agreement dated as of January 21, 2026) (previously filed on January 26, 2026 as Exhibit 4.2 to the registrant's Current Report on Form 8-K and incorporated by reference herein) |
| 4.4 | Form of Prepayment Warrants (as issued in connection with Loan and Security Agreement dated as of January 21, 2026) (previously filed on January 26, 2026 as Exhibit 4.3 to the registrant's Current Report on Form 8-K and incorporated by reference herein) |
| 4.5 | Form of Interest Warrants (as issuable in connection with Loan and Security Agreement dated as of January 21, 2026) (previously filed on January 26, 2026 as Exhibit 4.4 to the registrant's Current Report on Form 8-K and incorporated by reference herein) |
| 10.1 | Distribution Agreement between Smith & Nephew, Inc. and Nuo Therapeutics, Inc. dated March 31, 2025 (previously filed on April 1, 2025 as Exhibit 10.1 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein)# |
| 10.2 | Amendment No. 1 to Distribution Agreement between Smith & Nephew, Inc. and Nuo Therapeutics, Inc. dated May 14, 2025 (previously filed on July 31, 2025 as Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q and incorporated by reference herein)# |
| 10.3 | Amendment No. 2 to Distribution Agreement between Smith & Nephew, Inc. and Nuo Therapeutics, Inc. dated December 30, 2025# |
| 10.4 | Securities Purchase Agreement dated July 25, 2025 (previously filed on July 31, 2025 as Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q and incorporated by reference herein) |
| 10.5 | Loan and Security Agreement dated as of January 21, 2026 (previously filed on January 26, 2026 as Exhibit 10.1 to the registrant's Current Report on Form 8-K and incorporated by reference herein) |
| 10.6 | Employment Agreement between David Jorden and Nuo Therapeutics, Inc. dated May 9, 2022 (previously filed on May 16, 2022 as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and incorporated by reference herein)* |
| 10.7 | Employment Agreement between Peter Clausen and Nuo Therapeutics, Inc. dated May 9, 2022 (previously filed on May 16, 2022 as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and incorporated by reference herein)* |
| 10.8 | 2016 Omnibus Incentive Compensation Plan, as amended and restated (previously filed on April 15, 2022 as Exhibit 10.22 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein)* |
| 10.9 | Form of Option Award under the 2016 Omnibus Incentive Compensation Plan, as amended and restated (previously filed on April 17, 2023 as Exhibit 10.5 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein)* |
| 10.10 | Form of Indemnification Agreement (previously filed on November 13, 2014, as Exhibit 10.19 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 and incorporated by reference herein)* |
| 16.1 | Letter from Marcum LLP to Securities and Exchange Commission dated June 11, 2024 (previously filed on June 11, 2024 as Exhibit 16.1 to the registrant’s Current Report on Form 8-K and incorporated herein by reference) |
| 19.1 | Nuo Therapeutics, Inc. Insider Trading Policy |
| 21 | Subsidiaries of the Company (previously filed on April 15, 2022 as Exhibit 21 to the registrant’s Annual Report on Form 10-K and incorporated by reference herein) |
| 23.1 | Consent of MaloneBailey, LLP, independent registered public accounting firm |
| 31 | Certification of Principal Executive and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Indicates a management contract or compensatory plan or arrangement. |
|---|---|
| # | Certain portions have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K by means of marking such portions with brackets (“[****]”) because the identified confidential portions are not material and are the type of information that the Registrant treats as private or confidential. |
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