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AURX 10-K & 10-Q changes, risk factors and insider trading

Nuo Therapeutics, Inc. · OTC · Surgical & Medical Instruments & Apparatus · CIK 1091596 · All filings on SEC.gov

Everything below is quoted or computed from Nuo Therapeutics, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

1 / 0risk-factor paragraphs added / removed in latest 10-K
1new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-30 (period ending 2025-12-31) with 10-K filed 2025-04-01 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

1new paragraphs
0removed paragraphs
23reworded paragraphs
8,321 → 8,270words in section

New heading “We May Need Additional Financing and our Ability to Successfully Affect Such Financing Could Be Limited.”

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“We May Need Additional Financing and our Ability to Successfully Affect Such Financing Could Be Limited.”
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Reworded

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Our Revenue Base Is Limited to a Single Product Seeking Market Adoption; We Need Substantial Additional Financing and our Ability to Successfully Affect Such Financing Could Be Limited.Adoption.
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Reworded

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The Company reestablished commercial operations in 2022 and generated limited revenues of approximately $112,000 for the year ended December 31, 2022. For the year ended December 31, 2023, product revenues increased to approximately $609,000 while subsequently increasing to $1,365,000 for the year ended December 31, 2024. For the years ended December 31, 20242025 and 2023,2024, the Company had a net loss of approximately $2.3$2.5 million and $3.2$2.3 million, respectively. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding from additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. It is uncertain whether we will be able to obtain such financing on satisfactory terms or at all. Our continuing losses and limited cash resources raise substantial doubt about our ability to continue as a going concern, and we need to raise substantial additional funds in order to continue to conduct our business. If we are unable to increase our revenues to secure sufficient capital to fund our operating activities, we may be forced to delay the completion of, or significantly reduce the scope of, our current business plan, delay the pursuit of commercial payor insurance reimbursement for our wound treatment technologies,product, and/or postpone the hiring of new personnel.
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Any applicable manufacturer that fails to timely, accurately, or completely report the information required in accordance with the rules of the Sunshine Act is subject to a civil monetary penalty of, as of January 28, 2026, not less than $1,000,$1,443, but not more than $10,000,$14,432, for each payment or other transfer of value or ownership or investment interest not reported timely, accurately, or completely (up to $150,000$216,490). For “knowing” failures to report, the penalties increase to not less than $10,000,$14,432, but not more than $100,000,$144,329, for each such failure (up to $1,000,000$1,443,275). The amount of civil monetary penalties imposed on each applicable manufacturer or applicable group purchasing organization is aggregated separately. Subject to separate aggregate totals, the maximum combined annual total is $1,150,000.$1,659,765.
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Our current revenue base is limited to our Aurix product, andincluding ourthe Private Label product. Our revenue from Aurix revenueand the Private Label product has been limited to date. We have a history of losses and are not currently profitable. For the year ended December 31, 2024,2025, we incurred a net loss of approximately $2.3$2.5 million. Even if we succeed in raisingincreasing substantialour additional funds,revenue, we expect tomay incur losses and negative operating cash flows in the immediate future. We may never generate sufficient revenues to achieve and maintain profitability.
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On March 31, 2025, we entered into a Distribution Agreement (the “Distribution Agreement”) with Smith+Nephew, a global medical technology company. Under the Distribution Agreement, we will supply to Smith+Nephew its own private label of our Aurix product (the “Private Label product”).of Aurix System. There is no assurance that Smith + Nephew will find a market for its Private Label product. The amount of oursales saleswe receive under the Distribution Agreement will depend in part on the amount of purchase orders that we receive from Smith+Nephew. If Smith+Nephew does not establish a sufficient market for its Private Label product, then our business and operating results and financial condition may be adversely affected.
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Full comparison: every changed paragraph (24)

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Reworded

Our Revenue Base Is Limited to a Single Product Seeking Market Adoption; We Need Substantial Additional Financing and our Ability to Successfully Affect Such Financing Could Be Limited.Adoption.

Reworded

Our current revenue base is limited to our Aurix product, andincluding ourthe Private Label product. Our revenue from Aurix revenueand the Private Label product has been limited to date. We have a history of losses and are not currently profitable. For the year ended December 31, 2024,2025, we incurred a net loss of approximately $2.3$2.5 million. Even if we succeed in raisingincreasing substantialour additional funds,revenue, we expect tomay incur losses and negative operating cash flows in the immediate future. We may never generate sufficient revenues to achieve and maintain profitability.

Added

We May Need Additional Financing and our Ability to Successfully Affect Such Financing Could Be Limited.

Reworded

Historically, we have financed our operations through a combination of the sale of debt, equity and equity-linked securities, licensing, royalty, and product revenues. Until we can generate a sufficient amount of revenues to finance our cash requirements, which we may never do, we need to finance future cash needs. It is substantially uncertain whether we will be able to obtain such financing on satisfactory terms or at all.

Reworded

We only recently began re-implementing our commercialization strategy for Aurix in the second half of 2022. Thus, we still have a limited operating history. Continued operating losses, together with the risks associated with our ability to gain new customers for Aurix, may have a material adverse effect on our liquidity. We may also be forced to respond to unforeseen difficulties, such as decreased demand for our products and services, downward pricing trends, regulatory requirements, and unanticipated market pressures.

Reworded

The Company reestablished commercial operations in 2022 and generated limited revenues of approximately $112,000 for the year ended December 31, 2022. For the year ended December 31, 2023, product revenues increased to approximately $609,000 while subsequently increasing to $1,365,000 for the year ended December 31, 2024. For the years ended December 31, 20242025 and 2023,2024, the Company had a net loss of approximately $2.3$2.5 million and $3.2$2.3 million, respectively. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding from additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. It is uncertain whether we will be able to obtain such financing on satisfactory terms or at all. Our continuing losses and limited cash resources raise substantial doubt about our ability to continue as a going concern, and we need to raise substantial additional funds in order to continue to conduct our business. If we are unable to increase our revenues to secure sufficient capital to fund our operating activities, we may be forced to delay the completion of, or significantly reduce the scope of, our current business plan, delay the pursuit of commercial payor insurance reimbursement for our wound treatment technologies,product, and/or postpone the hiring of new personnel.

Reworded

Should we seek to expand ourpursue commercialization internationally, we would be subject to international regulations, where the pricing of prescription pharmaceutical products and services and the level of government reimbursement may be subject to governmental control. In some countries, pricing negotiations with governmental authorities can take six to twelve months or longer after the receipt of marketing approval for a product. To obtain reimbursement or pricing approval in some countries, we may be required to conduct one or more clinical trials that compare the cost effectiveness of our product or product candidates to other available therapies. Conducting one or more of these clinical trials would be expensive and result in delays in the commercialization of our current and future products.

Reworded

Even if positive clinical data is eventually achieved in any future clinical trials, we may not be able to enter into strategic partnerships, licensing, or other similar arrangements that we may consider necessary or appropriate to commercialize product candidates successfully,successfully or even have the resources necessary to seek such arrangements. Furthermore, even if such a strategic relationship regarding any of our current and future products or product candidates is reached, development milestones, clinical data, or other such benchmarks may not be achieved. Therefore, our products and product candidates may never proceed toward commercialization or drive cash infusions for us, and we may ultimately not be able to monetize the patents, existing clinical data, and other intellectual property.

Reworded

Our future success depends on our ability to attract, retain, and motivate highly skilled management, scientific and sales personnel. As of December 31, 2024,2025, we had only nineten full-time employees. Our ability to maintain and provide services to our customers and our ability to provide the necessary support as part of any collaborations depends upon our ability to hire and retain business development and scientific and technical personnel with the skills necessary to keep pace with continuing changes in regenerative biological therapy technologies. Our current liquidity situation makes it unlikely that we will be able to hire additional personnel in the immediate future. Even assuming that we can resolve our immediate liquidity concerns, competition for such personnel is intense; we compete with pharmaceutical, biotechnology and healthcare companies with greater access to resources. Our inability to hire qualified personnel may lead to higher recruitment, relocation, and compensation costs for such personnel. These increased costs may make hiring new key personnel impractical.

Reworded

Our success substantially depends on the continued service of key management, in particular David E. Jorden, our Chief Executive and Financial Officer, and Peter Clausen, our Chief Scientific and Operating Officer. We currently do not maintain key person insurance on,on Mr. Jorden or Dr. Clausen. The loss of Mr. Jorden or Dr. Clausen, or other key employees or executive officers, could adversely impact our ability to continue operations unless and until a replacement is identified.

Reworded

We Rely on a Single Supplier for thea Reagent Used for Aurix and an Interruption in our Supply Chain for any Reagent of Component Could Have a Material Adverse Effect on our Business.

Reworded

A reagent used for our Aurix product, bovine thrombin (Thrombin JMI), is available exclusively through Pfizer. Pfizer may unilaterally raise the prices for the reagent. If a temporary or permanent interruption in the supply of the bovine thrombin or any other reagent were to occur, or the manufacturing costs charged by Pfizer or any other current supplier exceed what we can reasonably afford, we would have to seek alternative sources of supply. There is no assurance we would be able to identify a suitable second source of supply or do so without significant delay. Despite our efforts to maintain an adequate supply of inventory, the loss of Pfizer,a supplier or its inability to provide us with an adequate supply of a reagent, could cause delay in the manufacture of our product, thereby impairing our ability to meet the demand of our customers and causing significant harm to our business. Any disruption of this nature or increased expenses could harm our commercialization efforts and adversely affect our operating results.

Reworded

Risks Related to Distribution of Our Aurix Product

Reworded

On March 31, 2025, we entered into a Distribution Agreement (the “Distribution Agreement”) with Smith+Nephew, a global medical technology company. Under the Distribution Agreement, we will supply to Smith+Nephew its own private label of our Aurix product (the “Private Label product”).of Aurix System. There is no assurance that Smith + Nephew will find a market for its Private Label product. The amount of oursales saleswe receive under the Distribution Agreement will depend in part on the amount of purchase orders that we receive from Smith+Nephew. If Smith+Nephew does not establish a sufficient market for its Private Label product, then our business and operating results and financial condition may be adversely affected.

Reworded

While we currently manufacture, package, and ship our Aurix product, we have no history operating as a supplier for a private label product. Establishing and maintaining logistics to supply Private Label product will necessitate that we meet certain deadlines, performance measures and other standards, and compliance and other requirements. This will place demands on our management and financial resources, which may be burdensome particularly for a smaller company like ours. The costs and expenses associated with fulfilling purchase orders resulting from and generally complying with the Distribution Agreement will reduce the correspondingresulting income we earn. There can be no assurance that the demands on our management and financial resources related to the Distribution Agreement will not adversely affect our business and operating results and financial condition.

Reworded

If Smith+Nephew determines that marketing and sales of its Private Label product do not meet its expectations or priorities, then Smith+Nephew may terminate the Distribution Agreement. The Distribution Agreement is for an initial term of five years, but Smith+Nephew has the ability to terminate upon 12 months’ notice. If Smith+Nephew determines that sales of its Private Label product do not meet expectation or priorities, or Smith+Nephew otherwise determines not to continue marketing the Private Label product, then Smith+Nephew may terminate the Distribution Agreement. In such an event, we would no longer generate revenues under the Distribution Agreement and our business and operating results and financial condition may be adversely affected.

Reworded

In the market for biotechnology products, we face competition from pharmaceutical companies, biopharmaceutical companies, medical device companies, and other competitors. Despite theIn addition ofto the Private Label product and our Distribution Agreement with Smith+Nephew, we will continue to face other competitive forces. The chronic wound market has many therapies that compete with Aurix that have established habitual use patterns and provider contracts to encourage standardized use. Furthermore, other companies have developed or are developing products that could be in direct future competition with our current product line. Biotechnology development projects are characterized by intense competition. Thus, we may not be the first to market with any newly developed products and we may not successfully be able to market these products. If we are not able to participate and compete in the regenerative biological therapy market, our financial condition will be materially and adversely affected. We may not be able to compete effectively against such companies in the future. Many of these companies have substantially greater capital resources, larger marketing staff and more experience in commercializing products than we do. Recently developed technologies, or technologies that may be developed in the future, may be the basis for developments that will compete with our current and future products.

Reworded

In addition and subject to the Distribution Agreement with Smith+Nephew, we may in the future selectively pursue strategic collaborations or engagements for, among other purposes, development, data collection, analysis, and/or commercialization of our product candidates, domestically or otherwise. There can be no assurance as to our ability to utilize the data from such engagements to their potential. Nor can there be any assurance, in general, that we will be able to identify suitable future collaborators or negotiate collaboration agreements on terms that are acceptable to us or at all. In any current or future third-party collaborations, we are and would be dependent upon the success of the collaborators in performing their responsibilities and their continued cooperation and engagement. For a variety of reasons outside of our control, our collaborators or third-party providers may not cooperate with us or perform their obligations under our agreements with them. We cannot control the amount and timing of our collaborators’ resources that will be devoted to performing their responsibilities under our agreements with them. Our collaborators may choose to pursue alternative technologies in preference to those being developed in collaboration with us. The development and commercialization of our product candidates will be delayed if collaborators fail to conduct their responsibilities in a timely manner or in accordance with applicable regulatory requirements or if they breach or terminate their collaboration agreements with us. Disputes with our collaborators could also result in product development delays, decreased revenues and litigation expenses. Furthermore, under the Distribution Agreement, we must offer Smith+Nephew certain licensing and distribution rights in connection with improvements to our Aurix product and new products, as well as additional notification and negotiationnegotiations rights.rights described above. These rights may prevent or limit our ability to use third-party collaborators and service providers.

Reworded

Our success is also impacted by factors outside of our control. Our current technology and products are subject to extensive regulation by numerous governmental authorities in the U.S., both federal and state, and in foreign countries by various regulatory agencies. Specifically, our product is subject to regulation by the U.S. Food and Drug Administration, or FDA, and state regulatory agencies. The FDA regulates drugs, medical devices, and biologics that move in interstate commerce and requires that such products receive clearance or pre-marketing approval based on evidence of safety and efficacy. The regulations of government health ministries in foreign countries are analogous to those of the FDA in both application and scope. In addition, any change in current regulatory interpretations by, or the positions of, state regulatory officials where our product is used could materially and adversely affect our ability to sell our product in those states. The FDA will require us to obtain clearance or approval of new or modified devices when used for treating specific wounds or marketed with specific wound-healing claims, or for other products under development.

Reworded

Any applicable manufacturer that fails to timely, accurately, or completely report the information required in accordance with the rules of the Sunshine Act is subject to a civil monetary penalty of, as of January 28, 2026, not less than $1,000,$1,443, but not more than $10,000,$14,432, for each payment or other transfer of value or ownership or investment interest not reported timely, accurately, or completely (up to $150,000$216,490). For “knowing” failures to report, the penalties increase to not less than $10,000,$14,432, but not more than $100,000,$144,329, for each such failure (up to $1,000,000$1,443,275). The amount of civil monetary penalties imposed on each applicable manufacturer or applicable group purchasing organization is aggregated separately. Subject to separate aggregate totals, the maximum combined annual total is $1,150,000.$1,659,765.

Reworded

Several of the U.S. states have parallel reporting laws, sometimes accompanied with “gift bans” prohibiting manufacturers from making gifts or other remunerations to prescribers. MassachusettsThere and Vermont are two such states. Therealso are various penalties associated with noncompliance with the state laws, as well.laws.

Reworded

We have initially and may in the future further seek to market some of our product candidates outside the U.S. In order to market our product candidates in the European Union and many other jurisdictions, we must submit clinical data concerning our product candidates and obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval from foreign regulators may be longer than the time required to obtain FDA approval. The regulatory approval process outside the U.S. may include all of the risks associated with obtaining FDA approval. In addition, in many countries outside the U.S., it is required that the product candidate be approved for reimbursement before it can be approved for sale in that country. In some cases, this may include approval of the price we intend to charge for our product, if approved. We may not obtain approvals from regulatory authorities outside the U.S. on a timely basis, or at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority outside the U.S. does not ensure approval by regulatory authorities in other countries or jurisdictions or by the FDA, but a failure or delay in obtaining regulatory approval in one country may negatively affect the regulatory process in other countries. We may not be able to file for regulatory approvals and may not receive the necessary approvals to commercialize any products in any market and therefore may not be able to generate sufficient revenues to support our business.

Reworded

Shares of our common stock currently resumed trading on the OTCQB on August 22, 2022. Prior to then, due to a prior lack of current and publicly available information about the Company, trading in shares of our common stock was eligible only for unsolicited quotes on the “Expert Market” of the OTC Markets Group. Because quotations in Expert Market securities are restricted from public viewing, the designation severely limits the number of buyers of and effectively prevents the development of an active trading market in, designated securities. Even though shares of our common stock now trade on the OTCQB, there can be no assurance as to whether OTC Markets Group will continue to enable shares of our common stock to be quoted on a retail market or whether shares of our common stock can successfully be traded on other trading platforms. As a result, any limited trading of shares of our common stock subject to having a higher risk of wider spreads, increased volatility, and price dislocations.

Reworded

Among the terms of the Distribution Agreement, we provided to Smith+Nephew for a period of 18 months a right of notification, and a right of first negotiation for 45 days, in the event we receive a proposal from another party for (a) the license, assignment, transfer, or disposal of our Aurix product or related products, or (b) a business combination that we submit or recommend to our stockholders. Under the Distribution Agreement, we also provided to Smith+Nephew a right of notification and participation in any proposed sale of our equity securities. There can be no assurance whether we will receive a proposal or offer, or consummate a relevant transaction, during the 18-month period through September 2026. There also can be no assurance whether we seek to sell equity securities during the term of the Distribution Agreement. The existence of these rights may adversely impact whether we receive licensing or similar proposals, whether we receive a business combination offer, or whether we seek to sell equity securities. Even if we receive such a proposal or offer, or sell securities, the existence of these rights held by Smith+Nephew may adversely affect to the price and terms of such a proposal, offer, or transaction, and the willingness of and timing for us or other parties to complete such a proposal, offer, or transaction.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

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1,979 → 3,267words in section

New heading “Loan and Security Agreement”

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New text topics: default, fine
“In addition, the Loan Agreement mandates the prepayment of the Notes in the event of (A) an equity financing of at least $5 million, (B) certain changes in control as defined in the Loan Agreement, or (C) a default by Nuo. …”
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New text topics: tariff
“The increase in revenues was due primarily to (i) increased Aurix product revenues resulting from an expanding customer base over the past year, (ii) the initial Smith+Nephew product revenues for centrifuge devices and kits solely in the second half of 2025 discussed above and (iii) distribution fee revenue recognized under the distribution agreement. Aggregate gross margin was approximately 67% for the year ended December 31, 2025 as compared to approximately 78% in the prior 2024 year. …”
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“Loan and Security Agreement”
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New text topics: liquidity
“On May 12, 2025, the SEC declared our shelf registration statement on Form S-3 effective. The shelf registration statement enables us to offer and sell, from time to time in one or more offerings, shares of our common stock with an aggregate offering amount not exceeding $15 million, subject to the provisions of Form S-3. The shelf registration statement could provide us with access to liquidity from the public markets if we are able and should we decide to utilize it for that purpose.”
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Removed text topics: supply chain
“Our only current commercial offering consists of point of care technology for the safe and effective separation of autologous blood to produce a platelet-based therapy for the chronic wound care market (the "Aurix System"). The Company ceased normal operating activities effective May 1, 2019, as it awaited developments concerning Medicare coverage of the Aurix System under its National Coverage Decision (“NCD”) reconsideration request. …”
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New text topics: covenant
“The Notes are secured by a lien upon and security interest in all of the Company’s assets, including intellectual property. The Loan Agreement contains customary representations, warranties, and covenants.”
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Reworded

Nuo is a regenerativecommercial-stage therapiesmedical device company focused on developing and marketing productsregenerative therapies for chronic wound care primarily within the U.S. We commercialize innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (i.e., from self or the patient’s own) biological therapies for tissue repair and regeneration is part of a transformative clinical strategy designed to improve long-term recovery in complex chronic conditions with significant unmet medical needs.

Added

Our only significant current commercial offering consists of point of care technology for the separation of autologous blood to produce a platelet-based therapy for the chronic wound care market. This offering is known as “Aurix” or the “Aurix System”. Although FDA cleared the Aurix System for marketing for wound care management in 2007 under Section 510(k) of the FDCA, CMS only established economically viable reimbursement for Aurix upon the issuance of a NCD for autologous blood-based products in April 2021. For 2026, the CMS national average reimbursement rate for the Aurix System is $2,108 in POS 22 and $1,064 in POS 11.

Added

Our current commercial focus is to continue engaging and establishing relationships with providers treating chronic non-healing wounds to demonstrate the clinical benefits we believe result from the use of Aurix in the treatment of complex wounds. Increasing physician awareness of the differentiating attributes of Aurix will be key to establishing a base of product revenues upon which to grow. We anticipate developing these relationships with clinical providers and treatment facilities primarily by establishing a variety of distributor and sales agent arrangements primarily throughout the United States.

Removed

Our only current commercial offering consists of point of care technology for the safe and effective separation of autologous blood to produce a platelet-based therapy for the chronic wound care market (the "Aurix System"). The Company ceased normal operating activities effective May 1, 2019, as it awaited developments concerning Medicare coverage of the Aurix System under its National Coverage Decision (“NCD”) reconsideration request. Product sales were reinitiated in mid-2022 after the favorable NCD determination was issued in April 2021, the Aurix System supply chain was re-established, and equity capital was accessed in December 2021 via the early exercise of warrants under a warrant modification agreement.

Reworded

On March 31, 2025, we entered into athe Distribution Agreement (the “Distribution Agreement”) with a U.S. affiliate of Smith & Nephew PLC ("Smith+Nephew"),Nephew, a global medical technology company. Under the Distribution Agreement, we will supply Smith+Nephew with its own private label of our Aurix product. Although Smith+Nephew will be the sole and exclusive distributor in the United States of a private label Aurix product (the “Private Label product”),product, we have the ability and will continue to market, distribute, and sell our own Aurix branded product. The Distribution Agreement is for an initial term of five years and is renewable for additional two-year terms, subject to provisions for earlier termination.

Reworded

Under the Distribution Agreement, Smith+Nephew will purchase Private Label product from us from time to time at agreed upon transfer pricing and we shall manufacture, package, and ship the Private Label product to Smith+Nephew’s customers in accordance with purchase orders and the Distribution Agreement. During the initial term of the Distribution Agreement commencing onin theOctober date of first sale by Smith+Nephew,2025, minimum annual purchase commitments will apply to Smith+Nephew of an average of approximately $500,000 per year for Smith+Nephew to maintain exclusive distribution rights.

Reworded

As consideration for entering into the Distribution Agreement, Smith+Nephew will paypaid us upan toupfront $2,250,000distribution fee of $1,500,000 for distribution rights and we are also eligible to be paid by Smith+Nephew an additional $750,000 in exchangefees forbased on our establishment and maintenance of reimbursement in certain categories for the Aurix and the Private Label products. SuchThese fees will be refundable to Smith+Nephew on a pro rata basis for the unexpired initial term of the Distribution Agreement if we do not comply with certain terms and conditions. A portion of the $2,250,000 was previously paid to us during the fiscal period ended March 31, 2025 in connection with entering into an exclusivity period to negotiate the Distribution Agreement.

Added

The $1,500,000 upfront distribution fee will be recognized ratably as revenue on a straight-line basis over the initial five-year term of the Distribution Agreement. For the year ended December 31, 2025, we recognized $225,000 of license revenue under the Distribution Agreement.

Reworded

We believe that Smith+Nephew will need time to establish and beginfull commercial sales of its Private Label product.product via its direct and indirect sales efforts. As a result, weour anticipate limited salesrevenues under the Distribution Agreement may increase modestly during the next 12 months. While the Distribution Agreement will provide us with revenues, we also will incur expenses at the outset ofunder the Distribution Agreement to enable us to comply with its provisions as well as packaging, shipping, and related costs associated with delivering the Private Label product for Smith+Nephew. The amount of these expenses and costs will vary depending on the amount of purchase orders that we receive from Smith+Nephew.

Added

On May 14, 2025, we entered into Amendment No. 1 (the “First Amendment”) to the Distribution Agreement. The First Amendment supplemented the Distribution Agreement by additionally providing for an interim sales agency arrangement whereby Smith+Nephew was entitled to act as sales agent on an interim basis for the sale of products under the Aurix brand to certain Smith+Nephew customers. As compensation, Smith+Nephew was entitled to a commission on net sales of the Nuo branded products sold to the Smith+Nephew customers. In accordance with its terms, the First Amendment's interim sales agency arrangement terminated on December 31, 2025. On December 30, 2025 and effective January 1, 2026, we entered into Amendment No. 2 to the Distribution Agreement to add certain expansion kits in connection with the Private Label product.

Added

Loan and Security Agreement

Added

On January 21, 2026, we entered into a Loan and Security Agreement (the “Loan Agreement”) with four lenders (collectively, the “Lenders”), including a director of Nuo. The Loan Agreement provides for loans in an aggregate principal amount of up to $1.6 million with (a) $1.0 million funded on the initial closing date (the “Initial Funding”) and (b) $600 thousand to be funded, if requested in advance by us and subject to closing conditions, on September 30, 2026 (the “Second Funding”). The closing of the Initial Funding occurred on January 23, 2026.

Added

At the closing of the Initial Funding, we issued a Secured Promissory Note (each, an “Initial Note”) to each of the Lenders and upon any Second Funding, we will issue an additional Secured Promissory Note (each, if any, a “Second Note”). The Initial Note bears interest at an annual rate of 10%. If Nuo requests a Second Funding, the Second Note will bear interest at an annual rate of 12% and the interest rate of the Initial Note will also increase to an annual rate of 12% upon the Second Funding.

Added

The maturity date of the Initial Note and any Second Note is December 31, 2028 (the “Maturity Date”).

Added

Interest on the Initial Note and, if any, the Second Note (together, the “Notes”) will be payable in warrants and not in cash. Interest on the Notes will be payable and issued at the Maturity Date or earlier upon certain prepayments. Interest on the Notes will accrue on a quarterly calendar basis without regard to partial quarters. The Notes are interest only through December 31, 2026. The principal on the Notes is repayable in cash in equal quarterly installments on the last business day of each calendar quarter commencing March 31, 2027 and continuing to the Maturity Date.

Added

We may, at our option on the last business day of a calendar quarter commencing December 31, 2026, voluntarily prepay the Notes in their entirety by paying the then outstanding principal balance and all accrued interest on the Notes, subject to a prepayment fee equal to 1.5% of the then outstanding principal balance if the Notes are prepaid on or after December 31, 2026 but before December 31, 2027, with no prepayment fee applicable to such prepayments on or after December 31, 2027. The prepayment fee, if any, is payable in Prepayment Warrants as described below, and not in cash, that will vest in the event of a voluntary prepayment.

Added

In addition, the Loan Agreement mandates the prepayment of the Notes in the event of (A) an equity financing of at least $5 million, (B) certain changes in control as defined in the Loan Agreement, or (C) a default by Nuo. In the event of such an equity financing or change in control, we have agreed to repay the Notes in their entirety by paying the then outstanding principal balance and all accrued interest on the Notes, subject to a prepayment fee equal to 2.75% of the then outstanding principal balance if such event occurs before December 31, 2026 and 1.5% of the then outstanding principal balance if such event occurs on or after December 31, 2026 but before December 31, 2027, with no prepayment fee applicable if such event occurs on or after December 31, 2027. In the event of a default, we have agreed to repay the Notes in their entirety by paying the then outstanding principal balance and all accrued interest on the Notes, subject to a prepayment fee equal to 2.75% of the then outstanding principal balance. The prepayment fee, if any, is payable in warrants, and not in cash, that will vest in the event of a mandatory prepayment.

Added

The Notes are secured by a lien upon and security interest in all of the Company’s assets, including intellectual property. The Loan Agreement contains customary representations, warranties, and covenants.

Added

Total revenues for the year ended December 31, 2025 totaled approximately $3.3 million including $225,000 of distribution fee revenue related to the Smith+Nephew distribution agreement. Product revenues for the year ended December 31, 2025 totaled approximately $3.1 million in comparison to product and total revenues of approximately $1.4 million for the year ended December 31, 2024 representing an increase of approximately $1.7 million or approximately 126%. Product revenues associated with the Smith+Nephew private label distribution arrangement were recognized for the first time in the second half of 2025 consisting of (i) centrifuge devices sold to Smith+Nephew in anticipation of its Private Label product launch and (ii) initial fulfillment of purchase orders for stocking of Private Label kits. Associated gross profit was approximately $2.2 million for the year ended December 31, 2025 in comparison to approximately $1.1 million of gross profit in the year ended December 31, 2024.

Added

The increase in revenues was due primarily to (i) increased Aurix product revenues resulting from an expanding customer base over the past year, (ii) the initial Smith+Nephew product revenues for centrifuge devices and kits solely in the second half of 2025 discussed above and (iii) distribution fee revenue recognized under the distribution agreement. Aggregate gross margin was approximately 67% for the year ended December 31, 2025 as compared to approximately 78% in the prior 2024 year. The gross margin decline was primarily due to centrifuge devices sold to Smith+Nephew at a near zero gross margin on the negotiated transfer price of the devices including the impact of tariff surcharges from the device manufacturer which was partially offset by distribution fee revenue having no associated cost.

Removed

Product revenues for the year ended December 31, 2024 totaled approximately $1,365,000 with approximately $1,062,000 of associated gross profit and a resulting gross margin of approximately 78%. Product revenues for the year ended December 31, 2023 totaled approximately $609,000 and associated gross profit for the year was approximately $482,000 with a resulting gross margin of 79%. The approximately 124% increase in product revenues for 2024 versus 2023 is attributable to increased adoption of the Aurix product by hospital facilities and physician providers as product awareness increases.

Added

Total operating expenses increased approximately $1,214,000 to approximately $4,735,000 comparing the year ended December 31, 2025 to the prior full year 2024 period. The increase from the prior year was due primarily to increases in (i) professional fees of approximately $399,000 due largely to the combination of increased legal fees associated with the negotiation and finalization of the Smith+Nephew distribution agreement and SEC registration statements filed during the year and consulting expenses for our quality management system and reimbursement support services, (ii) third party commission expense of approximately $314,000 for independent sales representatives and distributors resulting from increased Aurix product revenues, and (iii) compensation and benefit costs of approximately $272,000 attributable primarily to increased salary costs and added sales management personnel.

Removed

Total operating expenses decreased approximately $131,000 to approximately $3,520,000 comparing the year ended December 31, 2024 to the prior full year 2023 period. The decrease was attributable to decreases of (i) approximately $244,000 in compensation and benefits expense as salary costs related to sales related headcount decreased approximately $250,000 (ii) approximately $81,000 for credit losses provision, and (iii) approximately $35,000 in lease costs as we terminated the lease on our Florida office space in March 2024. These decreases were partially offset by increases of (i) approximately $195,000 in sales commission costs to independent sales representatives and (ii) approximately $55,000 in professional fees.

Added

Interest expense, net for the year ended December 31, 2025 of approximately $804 represents net interest expense attributable to the financing of insurance premiums income slightly in excess of interest income on excess cash balances. Conversely, interest income, net for the year ended December 31, 2024 of approximately $100 represents interest income on excess cash balances slightly in excess of interest expense attributable to the financing of insurance premiums.

Removed

Interest income, net for the year ended December 31, 2024 of approximately $100 represents net interest income from interest income on excess cash balances slightly in excess of interest expense attributable to the financing of insurance premiums. Interest expense, net for the year ended December 31, 2023 of approximately $3,200 represents the financing costs of insurance premiums in excess of interest income on reduced excess cash balances in 2023.

Reworded

Other income for the year ended December 31, 2025 was nominal in amount. Other income for the year ended December 31, 2024 primarily represents the gain of approximately $133,600 realized from the negotiated settlement of legacy accounts payable with third-party vendors including the full release of any ongoing payment liability.

Reworded

As of December 31, 2024,2025, we had cash and cash equivalents of approximately $0.3$0.5 million, total current assets of approximately $0.8$1.4 million and total current liabilities of approximately $0.6$1.3 million. We have a history of losses and are not currently profitable. For the years ended December 31, 20242025 and 2023,2024, we incurred net losses of approximately $2.3$2.5 million and $3.2$2.3 million, respectively. As of December 31, 2024,2025, our accumulated deficit was approximately $32.3$34.8 million and our stockholders’ equitydeficit was approximately $0.5$1.0 million.

Added

On May 12, 2025, the SEC declared our shelf registration statement on Form S-3 effective. The shelf registration statement enables us to offer and sell, from time to time in one or more offerings, shares of our common stock with an aggregate offering amount not exceeding $15 million, subject to the provisions of Form S-3. The shelf registration statement could provide us with access to liquidity from the public markets if we are able and should we decide to utilize it for that purpose.

Reworded

During the year ended December 31, 2023,2025, we sold 2,442,500527,612 shares of common stock to certain accredited investors pursuant to a Securities Purchase AgreementsAgreement in twoa private placementsplacement which closed in AugustJuly and December 20232025 for total proceeds of $1,997,500.$791,418. We issued 283,853 shares of common stock upon option exercises for gross proceeds of $113,541. As of December 31, 2025, $500,000 in secured notes were prefunded by two lenders which included $200,000 advanced from a related party.

Added

During the year ended December 31, 2024, we sold 2,000,000 shares of common stock to certain accredited investors pursuant to Securities Purchase Agreements in two private placements which closed in May and September 2024 for total proceeds of $1,500,000. We issued 217,709 shares of common stock upon option exercises for gross proceeds of $90,417.

Removed

During the year ended December 31, 2024, we sold 2,000,000 shares of common stock to certain accredited investors pursuant to Securities Purchase Agreements in two private placements which closed in May and September 2024 for total proceeds of $1,500,000.

Reworded

Cash used in operating activities for the year ended December 31, 20242025 of approximately $2.2$0.9 million primarily reflects our net loss of approximately $2.3$2.5 million adjusted by (i) the net$1,275,000 effectincrease ofin deferred revenues, (iii) approximately $0.2 million in total for amortization of right of use assets, depreciation of property and equipment,equipment depreciation, and stock-based compensation,compensation and (iii) approximately $0.1 million in combined provisions for credit losses and inventory obsolescenceobsolescence. partiallyThe offsetdeferred byrevenue is due to the approximatelyreceipt $0.1of the $1.5 million gainupfront ondistribution settlementfee from Smith+Nephew in conjunction with the private label distribution agreement which was effective as of legacyMarch accounts31, payable balances.2025.

Reworded

Cash used in operating activities for the year ended December 31, 20232024 of approximately $3.2$2.2 million primarily reflects our net loss of approximately $3.2$2.3 million adjusted by an offsetting approximately $0.3 millionthe net changeeffect in operating assets and liabilities andof (i) approximately $0.1$0.2 million in total for amortization of right of use assets, depreciation of property and equipment depreciation,equipment, and stock-based compensationcompensation, and (ii) approximately $0.2$0.1 million in combined provisions for credit losses and inventory obsolescence.obsolescence partially offset by the approximately $0.1 million gain on settlement of legacy accounts payable balances.

Reworded

Cash used in investing activities for the year ended December 31, 20242025 of approximately $155,000$275,000 primarily represents ourapproximately $220,000 in expenditures for the purchase of Aurix centrifuge devices in the amount of approximately $151,000. We had limited investing activities of approximately $7,000 for the year ended December 31, 2023.devices.

Added

Cash used in investing activities for the year ended December 31, 2024 of approximately $155,000 primarily represents approximately $151,000 in expenditures for the purchase of Aurix centrifuge devices.

Added

Cash provided by financing activities for the year ended December 31, 2025 reflects proceeds of (i) $791,418 from the sale of 527,612 shares of common stock in a private placement which closed in July 2025, (ii) $113,541 from the exercise of common stock options, and (iii) $500,000 from the prefunding of two secured notes on December 31, 2025.

Removed

Cash provided by financing activities for the year ended December 31, 2023 of approximately $2.0 million represents proceeds from two equity private placements that closed in August and December 2023.

Reworded

See the discussion of Recent Accounting Developments in Note 2 - Liquidity and Summary of Significant Accounting Principles.Policies.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-14 (period ending 2026-06-30) with 10-Q filed 2026-05-14 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

7new paragraphs
0removed paragraphs
1reworded paragraphs
29 → 732words in section

New heading “We Recently Have Experienced an Interruption in our Supply Chain for a Reagent Component of Aurix that Could Have a Material Adverse Effect on our Business.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: supply chain
“We Recently Have Experienced an Interruption in our Supply Chain for a Reagent Component of Aurix that Could Have a Material Adverse Effect on our Business.”
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New text topics: supply chain
“Due to the TJMI supply chain interruption, the Aurix branded and the Private Label products entered a temporary out-of-stock situation in early August. While we have mitigated the thrombin supply outage as of the filing date of the Quarterly Report with an alternative supply for at least the short term, we are continuing to pursue longer-term alternative approaches, supplies, and suppliers of thrombin to use in the Aurix product line. …”
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New text
“We had previously been addressing the potential unavailability of TJMI in whole or in part via possible alternative supply arrangements. Upon notice of TJMI outage in late June 2026, we initiated contact with an FDA drug shortage group to discuss possible mitigation approaches to an impending Aurix shortage. In addition, we remain engaged with Pfizer on supply to us of bulk lyophilized thrombin in different packaging configurations with potential availability prior to 2027. …”
see in full comparison
New text
“If a temporary or permanent interruption in the supply of any other reagent were to occur, or the manufacturing costs charged by any supplier exceed what we can reasonably afford, we would have to seek alternative sources of supply. There is no assurance we would be able to identify a suitable second source of supply or do so without significant delay. …”
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New text
“While most of the components of Aurix are generally readily available on the open market, a reagent used for Aurix - bovine thrombin (Thrombin-JMI or “TJMI”) - is available solely through Pfizer, with which we have a long-standing supply agreement. Historically, we have used single suppliers for several components of the Aurix product line; however, when feasible, we obtain alternative suppliers of components, such as in 2025 when we established a dual supply for an ascorbic acid reagent component of Aurix.”
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New text
“In Spring 2026, we became aware that Pfizer was experiencing challenges regarding regular uninterrupted supply of commercially available TJMI. Our understanding has been that the TJMI supply challenges related to a diluent co-packaged with the lyophilized thrombin vial in the TJMI product. We use only the lyophilized thrombin (not the diluent) as a component in the Aurix reagent kit. Nonetheless, in late June 2026, Pfizer notified us that TJMI would be unavailable with recovery expected in early 2027.”
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Full comparison: every changed paragraph (8)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

ThereExcept as described below in this Item 1A, there have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Added

We Recently Have Experienced an Interruption in our Supply Chain for a Reagent Component of Aurix that Could Have a Material Adverse Effect on our Business.

Added

We outsource the manufacturing of various Aurix product components to contract manufacturers. While we believe these manufacturers demonstrate competency, reliability and stability, there is no assurance that one or more of them will not experience an interruption or inability to provide us with the components needed to satisfy customer demand.

Added

While most of the components of Aurix are generally readily available on the open market, a reagent used for Aurix - bovine thrombin (Thrombin-JMI or “TJMI”) - is available solely through Pfizer, with which we have a long-standing supply agreement. Historically, we have used single suppliers for several components of the Aurix product line; however, when feasible, we obtain alternative suppliers of components, such as in 2025 when we established a dual supply for an ascorbic acid reagent component of Aurix.

Added

In Spring 2026, we became aware that Pfizer was experiencing challenges regarding regular uninterrupted supply of commercially available TJMI. Our understanding has been that the TJMI supply challenges related to a diluent co-packaged with the lyophilized thrombin vial in the TJMI product. We use only the lyophilized thrombin (not the diluent) as a component in the Aurix reagent kit. Nonetheless, in late June 2026, Pfizer notified us that TJMI would be unavailable with recovery expected in early 2027.

Added

We had previously been addressing the potential unavailability of TJMI in whole or in part via possible alternative supply arrangements. Upon notice of TJMI outage in late June 2026, we initiated contact with an FDA drug shortage group to discuss possible mitigation approaches to an impending Aurix shortage. In addition, we remain engaged with Pfizer on supply to us of bulk lyophilized thrombin in different packaging configurations with potential availability prior to 2027. There can be no assurance as to when or whether the supply of TJMI will resume, in its original or different packaging configurations, or whether the supply of TJMI will resume at preexisting levels. Further, upon a resumption of its supply, Pfizer may unilaterally raise the price or alter its allocation of TJMI to its customers including us or may decline to renew or may terminate the supply agreement.

Added

Due to the TJMI supply chain interruption, the Aurix branded and the Private Label products entered a temporary out-of-stock situation in early August. While we have mitigated the thrombin supply outage as of the filing date of the Quarterly Report with an alternative supply for at least the short term, we are continuing to pursue longer-term alternative approaches, supplies, and suppliers of thrombin to use in the Aurix product line. These alternatives include seeking FDA regulatory relief, utilizing human recombinant thrombin, and establishing sources of supply from outside the United States. Despite our efforts, we may be unable to obtain, utilize, or establish these alternatives in the long term, or at all, at prices or quality levels that are acceptable to us or that meet applicable regulatory clearance or approval requirements, including import and customs requirements. If these alternative approaches are insufficient or untimely, or if the TJMI supply chain interruption is more than temporary, our ability to supply Aurix to customers directly and through distributors would be disrupted and our Aurix commercialization efforts and operating results would be adversely affected.

Added

If a temporary or permanent interruption in the supply of any other reagent were to occur, or the manufacturing costs charged by any supplier exceed what we can reasonably afford, we would have to seek alternative sources of supply. There is no assurance we would be able to identify a suitable second source of supply or do so without significant delay. Despite our efforts to maintain an adequate supply of inventory, the loss a supplier or its inability to provide us with an adequate supply of a reagent could cause delay in manufacture of our product, thereby impairing our ability to meet the demand of our customers and causing significant harm to our business. Any disruption of this nature or increased expenses could harm our commercialization efforts and adversely affect our operating results.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

33new paragraphs
1removed paragraphs
13reworded paragraphs
3,964 → 6,773words in section

New heading “Supply and Manufacturing”

New heading “Comparison of Three Months Ended June 30, 2026 and 2025”

New heading “Comparison of Six Months Ended June 30, 2026 and 2025”

New heading “Revenue and Gross Profit”

New heading “Operating Expenses”

New heading “Other Income (Expense)”

New heading “Amended and Restated Loan and Security Agreement”

Removed heading “Comparison of Three Months Ended March 31, 2026 and 2025”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: default, fine
“In addition, the Interim Loan Agreement mandates the prepayment of the Notes in the event of (i) an equity financing of at least $5 million, (ii) certain changes in control as defined in the Interim Loan Agreement, or (iii) a default by the Company. …”
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Removed text
“Comparison of Three Months Ended March 31, 2026 and 2025”
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New text
“Comparison of Three Months Ended June 30, 2026 and 2025”
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New text
“Comparison of Six Months Ended June 30, 2026 and 2025”
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New text
“Amended and Restated Loan and Security Agreement”
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New text
“Supply and Manufacturing”
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Full comparison: every changed paragraph (47)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

Although the FDA cleared the Aurix System for marketing for wound care management in 2007 under Section 510(k) of the FDCA, economically viable reimbursement in the commercial market for the product only became viable with CMS's issuance of the NCD in 2021. For 2026, the CMS national average reimbursement rate for the Aurix System is $2,108 per treatment in place of service ("POS") 22 (hospital outpatient departments), which we believe provides appropriate payment to facilities for product usage. WeFor submitted public comments to CMS as part of its annual rule-making procedures under2027, the Physician Fee Schedule ("PFS") for payments to clinicians in primarily POS 11 (physician offices) in both 2023 and 2024. In November 2024, CMS issued its final PFS for calendar 2025 and established a national averageproposed payment of $890. In response to this final rule which removed the payment amount discretion from the MACs within POS 11, the Aurix System became economically viable within the physician office care setting effective January 1, 2025. For 2026, the CMS national average reimbursement rate for the Aurix System is $1,064 per treatment in POS 1122 is $2,360 pursuant to the proposed Outpatient Prospective Payment System (private“OPPS”) offices).covering Medicare payments in hospitals and ambulatory surgery centers.

Added

In 2023 and 2024, we submitted public comments to CMS as part of its annual rule-making procedures under the Physician Fee Schedule ("PFS") for payments to clinicians in primarily POS 11 (physician offices) in both 2023 and 2024. In November 2024, CMS issued its final PFS for calendar 2025 and established a national average payment of $890. In response to this final rule which removed the payment amount discretion from the MACs within POS 11, the Aurix System became economically viable within the physician office care setting effective January 1, 2025. For 2026, the CMS national average reimbursement rate for the Aurix System is $1,064 per treatment in POS 11 (private offices).

Reworded

As of MarchJune 31,30, 2026, we had established contractual relationships with more than 200 third-party entityentities and individual representatives. The number of sales agent representatives may continue to expand modestly in the months ahead, but the current focus is broadening commercial customer relationships with wound care providers operating in private office settings while continuing to engage with hospitals and hospital systems regarding expanded POS 22 usage while ensuring that the reimbursement mechanisms are appropriately administered by the local Medicare Administrative Contractors in support of the April 2021 NCD.

Added

Supply and Manufacturing

Added

We outsource the manufacturing of various Aurix product components to contract manufacturers. While we believe these manufacturers demonstrate competency, reliability and stability, there is no assurance that one or more of them will not experience an interruption or inability to provide us with the components needed to satisfy customer demand.

Added

While most of the components of Aurix are generally readily available on the open market, a reagent used for Aurix - bovine thrombin (Thrombin-JMI or “TJMI”) - is available solely through Pfizer, with which we have a long-standing supply agreement. Historically, we have used single suppliers for several components of the Aurix product line; however, when feasible, we obtain alternative suppliers of components, such as in 2025 when we established a dual supply for an ascorbic acid reagent component of Aurix.

Added

In Spring 2026, we became aware that Pfizer was experiencing challenges regarding regular uninterrupted supply of commercially available TJMI. Our understanding has been that the TJMI supply challenges related to a diluent co-packaged with the lyophilized thrombin vial in the TJMI product. We use only the lyophilized thrombin (not the diluent) as a component in the Aurix reagent kit. Nonetheless, in late June 2026, Pfizer notified us that TJMI would be unavailable with recovery expected in early 2027.

Added

We had previously been addressing the potential unavailability of TJMI in whole or in part via possible alternative supply arrangements. Upon notice of TJMI outage in late June 2026, we initiated contact with an FDA drug shortage group to discuss possible mitigation approaches to an impending Aurix shortage. In addition, we remain engaged with Pfizer on supply to us of bulk lyophilized thrombin in different packaging configurations with potential availability prior to 2027. There can be no assurance as to when or whether the supply of TJMI will resume, in its original or different packaging configurations, or whether the supply of TJMI will resume at preexisting levels. Further, upon a resumption of its supply, Pfizer may unilaterally raise the price or alter its allocation of TJMI to its customers including us or may decline to renew or may terminate the supply agreement.

Added

Due to the TJMI supply chain interruption, the Aurix branded and the Private Label products entered a temporary out-of-stock situation in early August. While we have mitigated the thrombin supply outage as of the filing date of the Quarterly Report with an alternative supply for at least the short term, we are continuing to pursue longer-term alternative approaches, supplies, and suppliers of thrombin to use in the Aurix product line. These alternatives include seeking FDA regulatory relief, utilizing human recombinant thrombin, and establishing sources of supply from outside the United States. Despite our efforts, we may be unable to obtain, utilize, or establish these alternatives in the long term, or at all, at prices or quality levels that are acceptable to us or that meet applicable regulatory clearance or approval requirements, including import and customs requirements. If these alternative approaches are insufficient or untimely, or if the TJMI supply chain interruption is more than temporary, our ability to supply Aurix to customers directly and through distributors would be disrupted and our Aurix commercialization efforts and operating results would be adversely affected.

Added

If a temporary or permanent interruption in the supply of any other reagent were to occur, or the manufacturing costs charged by any supplier exceed what we can reasonably afford, we would have to seek alternative sources of supply. There is no assurance we would be able to identify a suitable second source of supply or do so without significant delay. Despite our efforts to maintain an adequate supply of inventory, the loss a supplier or its inability to provide us with an adequate supply of a reagent could cause delay in manufacture of our product, thereby impairing our ability to meet the demand of our customers and causing significant harm to our business. Any disruption of this nature or increased expenses could harm our commercialization efforts and adversely affect our operating results.

Removed

Comparison of Three Months Ended March 31, 2026 and 2025

Reworded

The amounts presented in thisthese comparison sectionsections are rounded to the nearest thousand.

Added

Comparison of Three Months Ended June 30, 2026 and 2025

Reworded

Total revenues for the three months ended MarchJune 31,30, 2026 totaled approximately $1,302,000$1,769,000 including approximately $78,000 of distribution fee revenue related to the Smith+Nephew distribution agreement as amended. Product revenues for the three months ended MarchJune 31,30, 2026 totaled approximately $1,224,000$1,691,000 in comparison to Aurix only product and total revenues of approximately $484,000$625,000 for the three months ended MarchJune 31,30, 2025 representing an increase of approximately $740,000$1,066,000 or approximately 153%.170%. Product revenues associated with the Smith+Nephew private label distribution arrangement recognized during the three months ended MarchJune 31,30, 2026 consisted of (i) centrifuge devices sold to Smith+Nephew and (ii) fulfillment of purchase orders for stocking of Private Label kits. Associated gross profit was approximately $850,000$1,170,000 for the three months ended MarchJune 31,30, 2026 in comparison to approximately $363,000$541,000 of gross profit in the three months ended MarchJune 31,30, 2025.

Reworded

The increase in revenues was due primarily to (i) increased Aurix product revenues resulting from an expanding customer base over the past year, (ii) Smith+Nephew related product revenues for centrifuge devices and kits solely and (iii) distribution fee revenue recognized under the distribution agreement as amended. Aggregate gross margin was approximately 65%66% for the three months ended MarchJune 31,30, 2026 as compared to approximately 75%77% for the three months ended MarchJune 31,30, 2025. The gross margin decline was primarily due to (i) the centrifuge devices sold to Smith+Nephew at a near zero gross margin on the negotiated transfer price of the devices and (ii) lower product gross margins on sales of Private Label kits to Smith+Nephew resulting from transfer pricing which was partially offset by approximately 4% of gross margin attributable directly to distribution fee revenue having no associated cost.

Reworded

Total operating expenses increased approximately $188,000$144,000 to approximately $1,296,000$1,337,000 comparing the three months ended MarchJune 31,30, 2026 to the three months ended MarchJune 31,30, 2025. The increase from the prior year was due primarily to increases in (i) compensation and benefit costs of approximately $110,000$67,000 and (ii) third party commission expense of approximately $158,000$110,000 for independent sales representatives and distributors resulting from increased Aurix product revenues which was partially offset by a decrease in professional fees of approximately $74,000$78,000 primarily as the costs associated with theprior finalizationyear ofSEC theregistration Smith+Nephew distribution agreementexpenses were absent in the current year period.

Reworded

Interest income (expense), net for the three months ended MarchJune 31,30, 2026 primarily represents (i) $25,000$50,250 of non-cash interest expense on the secured notes payable and (ii) $149,365$63,660 of debt discount amortization considered interest expense due to our election of the fair value option while other income (expense) for the three months ended MarchJune 31,30, 2025 was nominal.

Added

Comparison of Six Months Ended June 30, 2026 and 2025

Added

Revenue and Gross Profit

Added

Total revenues for the six months ended June 30, 2026 totaled approximately $3,071,000 including approximately $156,000 of distribution fee revenue related to the Smith+Nephew distribution agreement as amended. Product revenues for the six months ended June 30, 2026 totaled approximately $2,915,000 in comparison to Aurix only product revenues of approximately $1,110,000 for the six months ended June 30, 2025 representing an increase of approximately $1,806,000 or approximately 163%. Product revenues associated with the Smith+Nephew private label distribution arrangement recognized during the six months ended June 30, 2026 consisted of (i) centrifuge devices sold to Smith+Nephew and (ii) fulfillment of purchase orders for stocking of Private Label kits. Associated gross profit was approximately $2,020,000 for the six months ended June 30, 2026 in comparison to approximately $904,000 of gross profit in the six months ended June 30, 2025.

Added

The increase in revenues was due primarily to (i) increased Aurix product revenues resulting from an expanding customer base over the past year, (ii) Smith+Nephew related product revenues for centrifuge devices and kits and (iii) distribution fee revenue recognized under the distribution agreement as amended. Aggregate gross margin was approximately 66% for the six months ended June 30, 2026 as compared to approximately 76% for the six months ended June 30, 2025. The gross margin decline was primarily due to (i) the centrifuge devices sold to Smith+Nephew at a near zero gross margin on the transfer price of the devices and (ii) lower product gross margins on sales of Private Label kits to Smith+Nephew resulting from transfer pricing which was partially offset by approximately 5% of gross margin attributable directly to distribution fee revenue having no associated cost.

Added

Operating Expenses

Added

Total operating expenses increased approximately $331,000 to approximately $2,633,000 comparing the six months ended June 30, 2026 to the six months ended June 30, 2025. The increase from the prior year was due primarily to increases in (i) compensation and benefit costs of approximately $179,000 and (ii) third party commission expense of approximately $246,000 for independent sales representatives and distributors resulting from increased Aurix product revenues which was partially offset by a decrease in professional fees of approximately $152,000 primarily as the costs associated with finalization of the Smith+Nephew distribution agreement and SEC registration expenses were absent in the current year period.

Added

Other Income (Expense)

Added

Interest income (expense), net for the six months ended June 30, 2026 primarily represents (i) $75,250 of non-cash interest expense on the secured notes payable and (ii) $213,295 of debt discount amortization considered interest expense due to our election of the fair value option while other income (expense) for the six months ended June 30, 2025 was nominal.

Reworded

As of MarchJune 31,30, 2026, we had cash balances of approximately $0.3$0.4 million, total current assets of approximately $1.5$2.0 million and total current liabilities of approximately $1.4$1.6 million. As an operational business, we have a history of losses and are not currently profitable. For the years ended December 31, 2025, and 2024, we incurred net losses of approximately $2.5 million and $2.3 million, respectively. As of MarchJune 31,30, 2026, our accumulated deficit was approximately $35.4$35.7 million and our stockholders’ deficit was approximately $1.4$1.5 million.

Reworded

In January 2026, we received funding proceeds from the issuance of secured notes payable of $500,000 in addition to $500,000 of proceeds which were pre-funded on December 31, 2025. The total amount of notes payable at the initial closing was $1,000,000. In May 2026, we received additional proceeds of $675,000 from the issuance of secured notes payable in an interim funding.

Reworded

Cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 of approximately $784,000$1,021,000 primarily reflects our net loss of approximately $618,000$896,000 adjusted by (i) approximately $423,000$604,000 net change in operating assets and liabilities,liabilities and partially offset by (ii) non-cash interest expense and amortization of debt discount on notes payable issued of approximately $175,000,$289,000, and (iii) approximately $83,000$191,000 in total for amortization of right of use assets, depreciation of property and equipment, stock-based compensation, and vendor expense settled in shares of common stock.

Reworded

Cash provided by operating activities for the threesix months ended MarchJune 31,30, 2025 of approximately $2,000$264,000 primarily reflects our net loss of approximately $746,000$1,396,000 adjusted by (i) the $1,425,000 increase in deferred revenues (ii) approximately $474,000$83,000 net change in operating assets and liabilities (excluding deferred revenue), and (iiiii) approximately $52,000$116,000 in total for amortization of right of use assets, depreciation of property and equipment, and stock-based compensation, and (iii) $200,000 increase in deferred revenue.compensation. The deferred revenue is due to the receipt in February 2025 of athe $200,000$1.5 exclusivitymillion paymentupfront distribution fee from Smith+Nephew in conjunction with the private label distribution agreement which was executedeffective as of March 31, 2025.

Reworded

Cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was nominal while cash used in investing activities for the three months ended March 31,and 2025 primarily represents $220,000approximately $250,000 and $220,000, respectively in capital expenditures for the purchase of centrifuge devices.

Reworded

For the threesix months ended MarchJune 31,30, 2026, we received an additional $500,000 in loan proceeds under the secured notes payable after $500,000 of proceeds were pre-funded on December 31, 2025.2025 and a further $675,000 in loan proceeds from an interim funding in May 2026. We did not have any financing activities for the threesix months ended MarchJune 31,30, 2025.

Added

Amended and Restated Loan and Security Agreement

Added

Loan Agreement

Added

On May 29, 2026, the Company entered into an Amended and Restated Loan and Security Agreement (the “Interim Loan Agreement”) with five lenders (collectively, the “Lenders”), including Scott Pittman, a director of the Company. The Interim Loan Agreement amended and restated the Loan and Security Agreement (the “Initial Loan Agreement”) dated as of January 21, 2026 entered into between the Company and four of the Lenders, including Mr. Pittman.

Added

The Interim Loan Agreement provided for a $400,000 increase in the aggregate commitment of the Lenders and an adjustment of their funding amounts such that their loans totaled an aggregate principal amount of up to $2.0 million with (a) $1,000,000 previously funded on the January 23, 2026 initial closing date (the “Initial Funding”), (b) $675,000 funded on the interim closing date (the “Interim Funding”), and (c) $325,000 to be funded, if requested in advance by the Company and subject to closing conditions, on September 30, 2026 (the “Second Funding”). The closing of the Interim Funding occurred on May 29, 2026.

Added

At the closing of the Interim Funding, the Company issued a Secured Promissory Note (each, an “Interim Note”) to each of the Lenders and upon any Second Funding, the Company will issue an additional Secured Promissory Note (each, if any, a “Second Note”). The Interim Notes bear interest at an annual rate of 12%. If the Company requests a Second Funding, the Second Notes will also bear interest at an annual rate of 12%. In addition, pursuant to the Interim Loan Agreement, the interest rate of Initial Notes previously issued pursuant to the Initial Loan Agreement increased from 10% to an annual rate of 12% upon the Interim Funding.

Added

The maturity date of the Initial Notes previously issued, the Interim Notes, and any Second Notes is December 31, 2028 (the “Maturity Date”).

Added

Interest on the Initial Notes, the Interim Notes, and, if any, the Second Notes (together, the “Notes”) will be payable in Interest Warrants as described below, and not in cash. Interest on the Notes will be payable and issued at the Maturity Date (or earlier upon certain prepayments as described below). Interest on the Notes will accrue on a quarterly calendar basis without regard to partial quarters.

Added

The Notes are interest only through December 31, 2026. The principal on the Notes is repayable in cash in equal quarterly installments on the last business day of each calendar quarter commencing March 31, 2027 and continuing to the Maturity Date.

Added

The Company may, at its option on the last business day of a calendar quarter commencing December 31, 2026, voluntarily prepay the Notes in their entirety by paying the then outstanding principal balance and all accrued interest on the Notes, subject to a prepayment fee equal to 1.5% of the then outstanding principal balance if the Notes are prepaid on or after December 31, 2026 but before December 31, 2027, with no prepayment fee applicable to such prepayments on or after December 31, 2027. The prepayment fee, if any, is payable in Prepayment Restated Warrants as described below, and not in cash, that will vest in the event of a voluntary prepayment.

Added

In addition, the Interim Loan Agreement mandates the prepayment of the Notes in the event of (i) an equity financing of at least $5 million, (ii) certain changes in control as defined in the Interim Loan Agreement, or (iii) a default by the Company. In the event of such an equity financing or change in control, the Company has agreed to repay the Notes in their entirety by paying the then outstanding principal balance and all accrued interest on the Notes, subject to a prepayment fee equal to 2.75% of the then outstanding principal balance if such event occurs before December 31, 2026 and 1.5% of the then outstanding principal balance if such event occurs on or after December 31, 2026 but before December 31, 2027, with no prepayment fee applicable if such event occurs on or after December 31, 2027. In the event of a default, the Company has agreed to repay the Notes in their entirety by paying the then outstanding principal balance and all accrued interest on the Notes, subject to a prepayment fee equal to 2.75% of the then outstanding principal balance. The prepayment fee, if any, is payable in Prepayment Restated Warrants as described below, and not in cash, that will vest in the event of a mandatory prepayment.

Added

The Notes are secured by a lien upon and security interest in all of the Company’s assets, including intellectual property.

Added

Warrants

Added

On May 29, 2026, the closing date of the Interim Funding, and pursuant to the Interim Loan Agreement, the Company (a) issued to each Lender warrants, a portion of which are subject to vesting provisions, to purchase shares of the Company’s common stock, (b) cancelled certain warrants previously issued pursuant to the Initial Funding, and (c) again agreed to issue additional warrants to each Lender in the Interim Funding to purchase shares of the Company’s common stock as payment for accrued interest under the Notes.

Added

The securities issued by the Company at the closing of the Interim Funding consisted of: (i) warrants representing a fee of 0.75% of each Lender’s revised, as applicable, commitment pursuant to the Interim Loan Agreement (the “Commitment Supplemental Warrants”); (ii) warrants representing a fee of 1.25% of each Lender’s loan amount in the Interim Funding (the “Origination Interim Warrants”); (iii) warrants representing 25% coverage of each Lender’s loan amount in the Interim Funding (the “Capital Interim Warrants”); (iv) warrants representing a fee of 1.25% of each Lender’s loan commitment amount, if any, in a Second Funding, vesting on September 30, 2026 only upon the occurrence of a Second Funding (the “Origination Restated Second Warrants”); (v) warrants representing 25% coverage of each Lender’s loan commitment amount, if any, in a Second Funding, vesting on September 30, 2026 only upon the occurrence of a Second Funding (the “Capital Restated Second Warrants”); and (vi) warrants representing a fee, if any, vesting only in the event of a voluntary or mandatory prepayment as described above and at a percentage as described above of each Lender’s then outstanding principal balance (the “Prepayment Restated Warrants”). In addition as discussed above, warrants are issuable by the Company at the Maturity Date (or earlier upon voluntary or mandatory prepayment as described above) as payment for accrued interest on the Notes (the “Interest Warrants”).

Added

Except as described above, each of the warrants issued and issuable under the Interim Loan Agreement contains similar material terms. The exercise price of each of the warrants is $1.50 per share of the Company’s common stock. The determination of the number of shares issuable upon exercise of each of the warrants is calculated based upon the same $1.50 exercise price. Each of the warrants contains provisions for anti-dilution and certain other adjustments, such as due to stock dividends, stock splits, and reverse stock splits. The expiration date of each warrant is January 23, 2031 (the “Expiration Date”), which is five years from the closing date of the Initial Funding. Subject to the vesting provisions described above, each of the warrants is exercisable at any time, or from time to time up to and including the Expiration Date, by (a) making a cash payment equal to the exercise price multiplied by the quantity of shares, or (b) on a cashless basis by receiving a net number of shares calculated pursuant to the formula set forth in the warrant, provided that the shares issuable upon exercise are not registered for sale under the Securities Act of 1933, as amended.

Added

Accordingly, upon the Interim Funding on May 29, 2026, the Company issued securities representing: (i) Commitment Supplemental Warrants, Origination Interim Warrants, and Capital Interim Warrants (together, the “Interim Warrants”) immediately exercisable for an aggregate of 120,125 shares; (ii) Origination Restated Second Warrants and Capital Restated Second Warrants (together, the “Second Restated Warrants”), vesting upon a Second Funding, exercisable for an aggregate of 56,875 shares, and (iii) Prepayment Restated Warrants, vesting upon a voluntary or mandatory prepayment event as described above, exercisable for an aggregate of up to 36,665 shares. The number of Interim Warrants reflects a net reduction of 250 shares to account for a $50,000 decrease in the commitment amount of two of the Lenders since the Initial Funding. In addition, upon the Interim Funding, the Company cancelled, as previously issued to the four Lenders in the Initial Funding, securities representing (i) Origination Second Warrants and Capital Second Warrants (together, the “Second Warrants”), which had not vested, exercisable for an aggregate of 105,000 shares, and (ii) Prepayment Warrants, which had not vested, exercisable for an aggregate of up to 29,332 shares. Further, the Company has agreed to issue Interest Warrants at the Maturity Date (or earlier upon voluntary or mandatory prepayment as described above) immediately then exercisable for an aggregate of up to 303,667 shares representing the maximum interest payable for the maximum principal amount of $2.0 million potentially funded under the notes and then repaid by the Maturity Date per the terms of the Interim Loan Agreement.

AURX insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 2 trade dates, 8,773 shares, about $9.5K) and open-market sales in 0 filings. Net open-market shares: 8,773 (purchases minus sales); net value about $9.5K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-28Jorden David Emerson
Director, CEO/CFO
Open-market purchase 7,984$1.09 $8.7K2,070,000 SEC
2026-08-28Jorden David Emerson
Director, CEO/CFO
Grant/award 7,984$1.09 $8.7K2,070,000 SEC
2026-08-27Jorden David Emerson
Director, CEO/CFO
Open-market purchase 789$1.07 $8442,062,016 SEC
2026-08-27Jorden David Emerson
Director, CEO/CFO
Grant/award 789$1.07 $8442,062,016 SEC
2026-06-30Jorden David Emerson
Director, CEO/CFO
Shares withheld for tax 160,892$1.01 $162.5K2,061,227 SEC
2026-06-30Jorden David Emerson
Director, CEO/CFO
Option exercise 162,500$1.00 $162.5K2,222,119 SEC
2026-06-30Pittman Scott M.
Director, 10% owner
Shares withheld for tax 39,604$1.01 $40.0K5,400,396 SEC
2026-06-30Pittman Scott M.
Director, 10% owner
Option exercise 40,000$1.00 $40.0K5,440,000 SEC
2026-06-30Winzer C Eric
Director
Shares withheld for tax 39,604$1.01 $40.0K173,050 SEC
2026-06-30Winzer C Eric
Director
Option exercise 40,000$1.00 $40.0K212,654 SEC
2026-06-05Jorden David Emerson
Director, CEO/CFO
Grant/award 13,245$1.10 $14.6K2,085,000 SEC

Well-known investors holding AURX (13F)

None of the 59 investors we track reported a position in their latest 13F.

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