8-K 1 v427399_8k.htm FORM 8-K

 

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): December 18, 2015

 

Nuo Therapeutics, Inc.

(Exact name of Registrant as Specified in Charter)

 

Delaware 001-32518 23-3011702
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

 

207A Perry Parkway, Suite 1, Gaithersburg, MD 20877

(Address of Principal Executive Offices) (Zip Code)

 

(240) 499-2680

(Registrant’s telephone number, including area code)

 

N/A

(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 (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

   

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On December 18, 2015, Nuo Therapeutics, Inc., a Delaware Corporation (the “Company”) entered into a consent letter (the “Consent Letter”) with Deerfield Management Company, L.P. and certain of its affiliates (collectively, “Deerfield”) to modify that certain facility agreement (the “Deerfield Facility Agreement”), pursuant to which Deerfield consented to a limited modification of the Deerfield Facility Agreement to provide that (i) solely during the period between December 18, 2015 and January 7, 2016, the amount of cash that is required to be maintained in a deposit account subject to control agreements in favor of the Company’s senior lenders was reduced from $5,000,000 to $500,000 and (ii) the date for payment of the accrued interest amount originally payable on October 1, 2015 was extended to January 7, 2016. The continued effectiveness of the Consent Letter is conditioned upon the Company’s continued engagement of a representative of Winter Harbor LLC as the Company’s Chief Restructuring Officer and its providing Deerfield with all relevant business contracts, agreements, and vendor relationships for the Aurix and Angel product lines by December 28, 2015. The Company’s failure to do either would result in an immediate default under the Deerfield Facility Agreement. The Consent Letter contains various customary representations and warranties, as well as customary provisions relating to other matters.

 

The foregoing description of the Consent Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such document, which the Company intends to file as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. 

 

 

Item 8.01Other Events

 

On December 18, 2015, the Company issued a press release with respect to the above-referenced Consent Letter. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

Item 9.01Exhibits

  

99.1Press Release dated December 18, 2015.

 

   

 

 

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  
    Acting Chief Financial Officer  

  

Date: December 18, 2015