Page 8 of 10 SEC Filing
| CUSIP No. | 67059V100 | 8 of 10 Pages |
This Amendment No. 4 (this “Amendment”) to Schedule 13D amends the Schedule 13D filed on August 8, 2015 by (i) Deerfield Mgmt, L.P. (“Deerfield Mgmt”), (ii) Deerfield Management Company, L.P. (“Deerfield Management”), (iii) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), (iv) Deerfield Private Design Fund II, L.P. (“Deerfield Private Design II”), (v) Deerfield Private Design International II, L.P. (“Deerfield Private Design International II” and, together with Deerfield Special Situations Fund and Deerfield Private Design II, collectively referred to herein as the “Funds”) and (vi) James E. Flynn, a natural person (“Flynn” and collectively with Deerfield Mgmt, Deerfield Management, Deerfield Special Situations Fund, Deerfield Private Design II and Deerfield Private Design International II, the “Reporting Persons”), with respect to the securities of Nuo Therapeutics, Inc., as amended by Amendment No. 1 thereto, filed on November 18, 2015 by the Reporting Persons, Amendment No. 2 thereto, filed on December 8, 2015, and Amendment No. 3 thereto, filed on December 18, 2015 (as amended, the “Schedule 13D”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Scheduled 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following:
On January 26, 2016, the Company filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). In connection with such filing, the Funds intend to provide up to $9 million of debtor-in-possession financing, of which $4.5 million would be used to refinance outstanding indebtedness under the Facility Agreement and Notes, subject to approval by the Bankruptcy Court. There can be no assurance that the Bankruptcy Court will approve such financing.
In connection with the Company’s bankruptcy case, the Funds intend to bid for certain assets of the Company, including assets related to the Company’s Angel Concentrated Platelet Rich Plasma System and the Aurix System technologies. The Reporting Persons anticipate that any such bid would be effected pursuant to an asset purchase agreement, would be subject to approval by the Bankruptcy Court, and would be subject to customary conditions, including (but not limited to) a determination that any such bid constitutes the highest and best offer in any auction that may be held in connection with the bankruptcy case. However, there can be no assurance that any such asset sale will be consummated or whether an alternative restructuring plan will be proposed by the Company or any other party or effected.
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