UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-32518
CUSIP Number: 67059V209
¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR
For Period Ended: June 30, 2016
| ¨ | Transition Report on Form 10-K |
| ¨ | Transition Report on Form 20-F |
| ¨ | Transition Report on Form 11-K |
| ¨ | Transition Report on Form 10-Q |
| ¨ | Transition Report on Form N-SAR |
For the Transition Period Ended: _____________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| NUO THERAPEUTICS, INC. |
| Full Name of Registrant |
| Not Applicable |
| Former Name if Applicable |
| 207A Perry Parkway, Suite 1 |
| Address of Principal Executive Office |
| Gaithersburg, MD 20877 |
| City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ¨ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
On January 26, 2016, Nuo Therapeutics, Inc. (the “Company”) filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), which is being administered under the caption “In re: Nuo Therapeutics, Inc.”, Case No. 16-10192 (MFW) (the "Chapter 11 Case").
The Company continued to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and orders of the Bankruptcy Court. On April 25, 2016, the Bankruptcy Court entered an Order Granting Final Approval of Disclosure Statement and Confirming Debtor’s Plan of Reorganization, which confirmed the Company’s Modified First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code (as confirmed, the “Plan”). The Plan became effective on May 5, 2016 (the “Effective Date”).
During the pendency of the Chapter 11 Case and following the date of the Company’s emergence from bankruptcy on the Effective Date pursuant to the Plan, in addition to their regular financial reporting duties, the Company’s management team and other finance and accounting personnel were required to devote significant time and attention to matters relating to and on the preparation of certain materials required in connection with the Chapter 11 Case and the Plan, including monthly reports which it filed under cover of Current Reports on Form 8-K. As a result, the Form 10-Q for the period ended June 30, 2016, for the registrant could not be filed within the prescribed period because of the limitations on staffing, the Company’s limited financial resources and the significant additional burdens that the Chapter 11 Case imposed on the Company’s available human and financial resources. Such inability could not have been eliminated by the registrant without unreasonable effort or expense.
Following its emergence from bankruptcy on the Effective Date, the Company commenced the process of preparing those periodic reports for which it was delinquent during the pendency of the Chapter 11 Case, and intends to file such delinquent periodic reports as promptly as possible, and thereafter regain compliance with its timely periodic reporting obligations under the Securities Exchange Act of 1934.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| David E. Jorden | 240 | 499-2680 | ||
| (Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ¨ No x
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes x No ¨
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Following the consummation of the Plan of Reorganization, the Company’s financial condition and results of operations from and after May 5, 2016 will likely not be comparable to the financial condition or results of operations reflected in the Company’s prior financial statements due to the Company’s current intention to apply fresh-start accounting. Fresh-start accounting requires the Company to adjust its assets and liabilities contained in its financial statements immediately before its emergence from bankruptcy protection to their estimated fair values using the acquisition method of accounting. The Company expects that those adjustments may be material and will affect the Company’s results of operations from and after May 5, 2016. Reorganization value under fresh-start accounting has not yet been fully determined and therefore estimates of such differences cannot presently be made.
| Nuo Therapeutics, Inc. |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 12, 2016 | By: | /s/ David E. Jorden | |
| David E. Jorden | |||
Chief Executive Officer & Chief Financial Officer |
