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 22, 2016
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 7.01. Regulation FD Disclosure.
As previously reported on a Form 8-K filed by Nuo Therapeutics, Inc. (the “Company”), on January 26, 2016, the Company filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), which is being administered under the caption “In re: Nuo Therapeutics, Inc.”, Case No. 16-10192 (MFW) (the “Chapter 11 Case”). On May 5, 2016 (the “Effective Date”), the Company's Modified First Amended Plan of Reorganization (as confirmed, the “Plan”) went effective under the terms applicable to “Scenario A” as set forth in the Plan, as reported on a Form 8-K filed on May 10, 2016.
On August 22, 2016, the Company filed its unaudited Quarterly Operating Report for the period between the Effective Date and June 30, 2016 (the “Quarterly Operating Report”) with the Bankruptcy Court. The financial statements in the Quarterly Operating Report were not audited, were not prepared in accordance with accounting principles generally accepted in the United States and are in a format prescribed by applicable bankruptcy laws and regulations. The Company cautions investors and potential investors not to place undue reliance on the information contained in the Quarterly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Quarterly Operating Report has been prepared solely for the purpose of complying with the reporting requirements of the Office of the United States Trustee. The Quarterly Operating Report is limited in scope and only covers a limited time period.
There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Quarterly Operating Report is complete. The Quarterly Operating Report may be subject to future adjustment and reconciliation. The Quarterly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. The information set forth in the Quarterly Operating Report should not be viewed as indicative of future results
A copy of this Quarterly Operating Report is attached as Exhibit 99.1 hereto and incorporated herein by reference. The Quarterly Operating Report annexed as Exhibit 99.1 hereto shall not be deemed an admission as to the materiality of any information disclosed therein.
The Company notes that trading in its pre-bankruptcy shares of common stock (the “Old Shares”) has ceased, and such Old Shares were cancelled in their entirety as of the Effective Date. Subject to the terms of the Plan, record holders of Old Shares have been issued new shares of the Company's common stock ( “New Shares”), provided such holders submitted the necessary documentation (including release) in accordance with the terms of the Plan.
The New Shares are not yet eligible for trading on an OTC market. The Company is working diligently with its advisors to become current in its periodic reporting obligations under the Exchange Act, to apply for and obtain FINRA approval for trading of the New Shares, and to obtain eligibility through the Depository Trust Company for electronic distribution of the New Shares to brokerage accounts.
Cautionary Statement Regarding Forward-Looking Statements
The statements contained in this Current Report on Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 31E of the Securities Exchange Act of 1934, including statements regarding the Company’s expectations, hopes, beliefs, intentions, or strategies regarding the future, including without limitation its expectations with respect to becoming current in its periodic reporting obligations, applying for and obtaining FINRA approval for trading of the New Shares, and obtaining eligibility through the Depository Trust Company for electronic distribution of the New Shares to brokerage accounts. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. All forward-looking statements included in this document are based on information available to the Company on the date hereof and the Company assumes no obligation to update any such forward-looking statement. Prospective investors should also consult the risks described from time to time in the Company’s Reports on Forms 10-K, 10-Q and 8-K and Annual Reports to Shareholders.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Quarterly Operating Report for the period between May 5 and June 30, 2016, filed with the United States Bankruptcy Court for the District of Delaware on August 22, 2016 | |
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 Officer and Chief Financial Officer |
|||
Date: August 24, 2016
Exhibit 99.1
OFFICE OF THE UNITED STATES TRUSTEE - REGION 3
POST-CONFIRMATION QUARTERLY SUMMARY REPORT
This Report is to be submitted for all bank accounts that are presently maintained by the post confirmation debtor.
| Debtor's Name: | Nuo Therapeutics, Inc. | Bank: | Capital One | |
| Bankruptcy Number: | 16-10192 (MFW) | Account Number: | all accounts | |
| Date of Confirmation: | May 5, 2016 (Effective Date) | Account Type: | checking (operating) and money market | |
| Reporting Period (month/year): | May 5 - June 30, 2016 |
| Beginning Cash Balance: | $ | 2,853,930 |
All receipts received by the debtor:
| Cash Sales: | $ | 19,320 | ||
| Collection of Accounts Receivable: | $ | 422,310 | ||
| Proceeds from Litigation (settlement or otherwise): | $ | 0 | ||
| Sale of Debtor's Assets: | $ | 0 | ||
| Capital Infusion pursuant to the Plan: | $ | 7,152,500 | ||
| Total of cash received: | $ | 7,594,130 | ||
| Total of cash available: | $ | 10,448,060 |
Less all disbursements or payments (including payments made under the confirmed plan) made by the Debtor:
| Disbursements made under the plan, excluding the administrative claims of bankruptcy professionals: | $ | 1,925,894 | ||
| Disbursements made pursuant to the administrative claims of bankruptcy professionals: | $ | 1,430,726 | ||
| All other disbursements made in the ordinary course: | $ | 1,282,505 | ||
| Total Disbursements | $ | 4,639,126 | ||
| Ending Cash Balance | $ | 5,808,934 |
Pursuant to 28 U.S.C. Section 1746(2), I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.
| 08-22-2016 | /s/ David E. Jorden | ||
| Date | David E. Jorden - CEO/CFO |
| Debtor: | Nuo Therapeutics, Inc. | |
| Case Number: | 16-10192 |
| Month | ||||
| ASSETS | June 2016 | |||
| Cash (Unrestricted) | 5,808,934 | |||
| Cash (Restricted) | 53,463 | |||
| Accounts Receivable (Net) | 1,048,089 | |||
| Inventory | 167,211 | |||
| Other Receivables | 759,399 | |||
| Prepaid Expenses | 531,530 | |||
| Other (Attach List) - Deposits | 458,374 | |||
| Total Current Assets | 8,827,000 | |||
| Property, Plant & Equipment | 2,201,845 | |||
| Real Property & Improvements | ||||
| Machinery & Equipment | ||||
| Furniture, fixtures & Office Equipment | ||||
| Vehicles | ||||
| Leasehold Improvements | ||||
| Less: Accumulated Depreciation/Depletion | (1,374,799 | ) | ||
| Total Property, Plant & Equipment | 854,046 | |||
| Due from Affiliates & Insiders | 0 | |||
| Other (Attach List) – long term deposits | 16,810 | |||
| Total Assets | 9,697,856 | |||
| Liabilities Not Subject to Compromise (Post-petition Liabilities) | ||||
| Accounts Payable | 855,687 | |||
| Taxes Payable | 11,816 | |||
| Accrued Liabilities | 868,850 | |||
| Professional Fees (remaining administrative expenses for Case) | 619,111 | |||
| Secured Debt | 0 | |||
| Due to Affiliates & Insiders (board of directors fees) | 37,500 | |||
| Other (Attach List) | 0 | |||
| Total Post-petition Liabilities | 2,392,964 | |||
| Liabilities Subject to Compromise (Pre-petition Liabilities) | ||||
| Secured Debt - Per Plan | 0 | |||
| Priority Debt - Per Plan | 5,243 | |||
| Unsecured Debt - Per Plan | 174,355 | |||
| Other (Attach List) - Per Plan | 599,766 | |||
| Total Pre-petition Liabilities | 779,364 | |||
| Total Liabilities | 3,172,328 | |||
| Equity | ||||
| Common Stock | 7,315,000 | |||
| Retained Earnings (Deficit) | (789,472 | ) | ||
| Total Equity (Deficit) | 6,525,528 | |||
| Total Liabilities & Owners' Equity | 9,697,856 | |||
** See Explanatory Note on page 3.
Notes to Nuo Therapeutics, Inc. Quarterly Operating Report
The attached balance sheet is not prepared in accordance with generally accepted accounting principles (GAAP). More specifically, following the consummation of the Modified First Amended Plan of Reorganization, the Reorganized Debtor’s financial condition and results of operations from and after May 5, 2016 are intended to reflect the application of fresh-start accounting. Fresh-start accounting requires us to adjust our assets and liabilities contained in our financial statements, immediately before emergence from bankruptcy protection to their estimated fair values using the acquisition method of accounting. We expect that those adjustments will be material and will affect the Company’s results of operations from and after May 5, 2016.
These financial statements do not reflect such intended application of fresh-start accounting which will largely impact long-lived assets, primarily intangibles. Under fresh start accounting, the beginning equity value for the entity as of the Effective Date (May 5, 2016) is the reorganization value determined via the bankruptcy case itself (not the case here) or a prospective market based valuation for the business. Retained earnings on the Effective Date is set at zero.
The attached 6/30/16 balance sheet reflects the issuance of cumulative 9,927,112 shares of New Common Stock of the Reorganized Debtor that was issued 1) to investors in the recapitalization of the Reorganized Debtor as of the Effective Date in the amount of 7,500,000 shares, 2) to common shareholders who owned Old Common Stock as of the March 28, 2016 Record Date and properly returned Release Documents pursuant to the Plan in the amount of 2,264,112 shares, and 3) 162,500 shares to counsel to the Ad Hoc Equity Committee (100,000 shares) and various members of the Ad Hoc Equity Committee who loaned funds to the Committee in December 2015 (62,500 shares). All of these issuances were made pursuant to the Plan and/or Court order.
The Reorganized Debtor is working diligently with its advisors and other professionals to bring itself current with periodic filings required under the 1934 SEC Exchange Act. More specifically, this includes, the Form 10K as of December 31, 2015 and Form 10Q’s for the periods ended March 31 and June 30, 2016. Therefore, the attached June 30, 1016 balance sheet may differ materially from the June 30, 2016 statement of financial condition in the Form 10Q for the period ending 6/30/2016 which will be filed subsequent to this submission.
The Reorganized Debtor’s Quarterly Operating Report for the quarter ended September 30, 2016 is reasonably expected to include the implementation of fresh-start accounting described above.