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Deerfield Reports Stake in Nuo Therapeutics, Inc. (NUOTQ); Enters Into Waiver to DIP Financing Agreement

James Flynn‘s Deerfield Management has reported its position in Nuo Therapeutics Inc (OTCMKTS:NUOTQ) via a filing with the US Securities and Exchange Commission. The filing showed that Deerfield owns some 159.92 million shares of Nuo Therapeutics, which represent around 9.99% of the company’s outstanding stock. Moreover, the investor added in the filing:

“On March 9, 2016, the Funds, Deerfield Mgmt, as administrative agent, and the Company entered into a Waiver and First Amendment to the DIP Financing Agreement (the “Waiver and First Amendment”), pursuant to which, among other things, the Funds agreed (i) to waive certain Events of Default (as defined in the DIP Financing Agreement) that occurred under the DIP Financing Agreement and (ii) to adjust the Funds’ total commitment under the DIP Financing Agreement to $6.0 million (including approximately $1.5 million that had been funded to date).

In addition, the Waiver and First Amendment requires that certain actions be taken by the Company, the Bankruptcy Court and other relevant constituencies with respect to a “Chapter 11 Plan” by dates specified in the Waiver and First Amendment. The Waiver and First Amendment defines “Chapter 11 Plan” as a plan of reorganization of the Company consistent with a term sheet (the “Term Sheet”) annexed to the Waiver and First Amendment. The Term Sheet sets forth the material terms of a proposed restructuring of the prepetition and post-petition secured debt, unsecured debt and equity interests of the Company, the terms of which would be effected pursuant to a plan of reorganization to be proposed by the Company in the Company’s bankruptcy case and supported by the Funds and Deerfield Mgmt, the Official Committee of Unsecured Creditors and the Ad Hoc Committee of Equity Holders. Failure to achieve certain case milestones, including those related to the Chapter 11 Plan, would constitute an Event of Default under the DIP Financing Agreement. The Waiver and First Amendment also modified the definition of “Maturity Date” to mean the earliest of: (a) April 25, 2016, if the Chapter 11 Plan is not confirmed by such date, or May 5, 2016 if the Chapter 11 Plan is confirmed by April 25, 2016, and (b) the date on which the loan is accelerated.”

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Deerfield Mgmt 0 159,923,076 0 159,923,076 159,923,076 9.985%
Deerfield Management Company 0 159,923,076 0 159,923,076 159,923,076 9.985%
Deerfield Special Situations Fund 0 54,373,845 0 54,373,845 54,373,845 9.985%
Deerfield Private Design Fund II 0 49,185,942 0 49,185,942 49,185,942 9.985%
James E. Flynn 0 159,923,076 0 159,923,076 159,923,076 9.985%

Page 1 of 11 SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
(Amendment No. 6)*
Nuo Therapeutics, Inc.

(Name of Issuer)
Common Stock, par value $0.0001 per share

(Title of Class of Securities)
67059V100

(CUSIP Number)
 
David Clark
Deerfield Mgmt, L.P.
780 Third Avenue, 37th Floor
New York, New York  10017
(212) 551-1600
With a copy to:
Elliot Press, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York  10022
(212) 940-8800

 


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 9, 2016

(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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