Filing Details

Accession Number:
0001578563-15-000012
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-03-12 18:20:41
Reporting Period:
2013-06-13
Filing Date:
2015-03-12
Accepted Time:
2015-03-12 18:20:41
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1091596 Nuo Therapeutics Inc. NUOT Surgical & Medical Instruments & Apparatus (3841) 232958959
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1435388 Jefferson B. Clark C/O Thomas A. Allen, Esq.
4101 Lake Boone Trail, Suite 300
Raleigh NC 27607
No No Yes Yes
1544982 Aldagen Holdings, Llc C/O Thomas A. Allen, Esq.
4101 Lake Boone Trail, Ste 300
Raleigh NC 27607
No No Yes Yes
1545337 W William Brooke C/O Thomas A. Allen, Esq.
4101 Lake Boone Trail, Suite 300
Raleigh NC 27607
No No Yes Yes
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2013-06-13 105,300 $0.00 11,936,265 No 4 J Direct
Common Stock Acquisiton 2014-11-11 1,270,000 $1.18 13,206,265 No 4 J Direct
Common Stock Disposition 2014-12-30 1,200 $0.35 13,205,065 No 4 S Direct
Common Stock Disposition 2015-01-09 15,850 $0.35 13,189,215 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Direct
No 4 J Direct
No 4 S Direct
No 4 S Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 108,830 Indirect See Footnote 4
Common Stock 157,276 Indirect See Footnote 5
Common Stock 175,533 Indirect See Footnote 6
Common Stock 429,404 Indirect See Footnote 7
Common Stock 60,494 Indirect See Footnote 8
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Warrant (right to buy) $0.75 2013-02-22 2018-02-21 15,616 15,616 Indirect
Common Stock Warrant (right to buy) $0.75 2013-02-22 2018-02-21 22,567 22,567 Indirect
Common Stock Warrant (right to buy) $0.75 2013-02-22 2018-02-21 63,636 63,636 Indirect
Common Stock Warrant (right to buy) $0.75 2013-02-22 2018-02-21 63,636 63,636 Indirect
Common Stock Warrant (right to buy) $0.75 2013-02-22 2018-02-21 12,727 12,727 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
2018-02-21 15,616 15,616 Indirect
2018-02-21 22,567 22,567 Indirect
2018-02-21 63,636 63,636 Indirect
2018-02-21 63,636 63,636 Indirect
2018-02-21 12,727 12,727 Indirect
Footnotes
  1. Distribution by Aldagen Holdings, LLC ("Holdings") to independent third party in exchange for professional services rendered.
  2. The reportable securities are owned directly by Holdings. The shares directly held by Holdings are indirectly held by the individual managing members of Holdings (each a "Holdings Managing Member" and collectively, the "Holdings Managing Members"). The Holdings Managing Members are B. Jefferson Clark and William Brooke. The Holdings Managing Members may share voting and dispositive power over the shares directly held by Holdings. Each Holdings Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any Holdings Managing Member is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his or her pecuniary interest therein.
  3. On November 11, 2014, Holdings became entitled to receive 1,270,000 shares of Issuer's common stock pursuant to a post-closing milestone provision in the Exchange and Purchase Agreement (as amended, the "Agreement") among the Issuer, Aldagen, Inc. and Holdings, dated February 8, 2012, as amended by the Second Amendment dated November 11, 2014 (the "Second Amendment"). The Agreement provided that Holdings receive additional shares, for no additional consideration, if Issuer achieved specified research milestones. Pursuant to the Second Amendment, Holdings agreed to receive 1,270,000 shares in full satisfaction of all obligations Issuer held pursuant to the post-closing milestone provisions in the Agreement. The price per share set forth in the Agreement is $1.1817, as agreed upon by the parties to the Agreement on February 8, 2012. Holdings's right to receive additional shares became fixed and irrevocable on November 11, 2014, the effective date of the Second Amendment.
  4. The reportable securities are owned directly by Harbinger/Aurora Venture Fund, L.L.C. ("Harbinger Venture Fund"), and indirectly by Harbinger/Aurora Ventures, L.L.C. ("Harbinger Ventures LLC"), as the managing member of Harbinger Venture Fund. Mr. Clark is the president of Harbinger Ventures LLC and a managing member of Holdings. Harbinger Ventures LLC and Harbinger Venture Fund may share voting and dispositive power over the shares directly held by Harbinger Venture Fund. Mr. Clark disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
  5. The reportable securities are owned directly by Harbinger/Aurora QP Venture Fund, L.L.C. ("Harbinger QP"), and indirectly by Harbinger Ventures LLC, as the managing member of Harbinger QP. Harbinger Ventures LLC and Harbinger QP may share voting and dispositive power over the shares directly held by Harbinger QP. Mr. Clark disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
  6. The reportable securities are owned directly by Harbert Venture Partners (Annex Fund), L.L.C. ("Harbert Venture Fund"), indirectly by Harbert Venture Partners MM, LLC ("Harbert Venture Partners LLC"), as the sole managing member of Harbert Venture Fund, and indirectly by Will Brooke, as managing partner of Harbert Venture Partners LLC. Mr. Brooke is a managing member of Holdings. Harbert Venture Fund, Harbert Venture Partners LLC, and Mr. Brooke may share voting and dispositive power over the shares directly held by Harbert Venture Fund. Mr. Brooke disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
  7. The reportable securities are owned directly by ALD Co-Investor, LLC ("ALD"), indirectly by Harbert Venture Partners LLC, as the sole managing member of ALD, and indirectly by Mr. Brooke, as managing partner of Harbert Venture Partners LLC. ALD, Harbert Venture Partners LLC, and Mr. Brooke may share voting and dispositive power over the shares directly held by ALD. Mr. Brooke disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
  8. The reportable securities are owned directly by Aurora Enrichment Fund, L.L.C. ("Aurora"), and indirectly by Aurora Enrichment Management Company, L.L.C. ("Aurora Management Co"), as the managing member of Aurora, and each of the individual managing members of Aurora Management Co. The individual managing members (each an "Aurora Manager" and collectively, the "Aurora Managers") of Aurora Management Co are Messrs. Clark and Albert. Mr. Clark is the manager of Aurora Management Co and a managing member of Holdings. Aurora Management Co, Aurora, and the Aurora Managers may share voting and dispositive power over the shares directly held by Aurora. Each Aurora Manager disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.