Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 18, 2024, Nuo Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement, dated as of September 13, 2024, with certain accredited investors for the sale of 1,132,167 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a price of $0.75 per share for gross proceeds of $849,125 (the "Private Placement"). The closing of the Private Placement occurred on September 19, 2024.

The investors in the Private Placement included Charles E. Sheedy, a principal stockholder of the Company. Mr. Sheedy invested $93,750 in the Private Placement.

The proceeds of the Private Placement will be used for working capital purposes.

As a result of the Private Placement, the number of shares of Common Stock outstanding is 46,598,405.

The description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of such agreement filed as Exhibits 10.1 hereto.