Page 8 of 11 SEC Filing This Amendment No. 6 (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, Amendment No. 3 thereto, filed on December 21, 2015, Amendment No. 4 thereto, filed on January 26, 2016 and Amendment No. 5 thereto, filed on February 25, 2016 (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 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. Follow Nuo Therapeutics Inc. (OTCMKTS:AURX)
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This Amendment No. 6 (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, Amendment No. 3 thereto, filed on December 21, 2015, Amendment No. 4 thereto, filed on January 26, 2016 and Amendment No. 5 thereto, filed on February 25, 2016 (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 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.
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