If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 67059V100
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13D
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Page 2 of 6
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1.
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Name of Reporting Persons
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Boyalife Investment Fund I, Inc.
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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(a) [_]
(b) [_]
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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WC
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5.
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Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6.
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Citizenship or Place of Organization
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Illinois
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power – 6,650,000(1)
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|
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8.
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Shared Voting Power – 0
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9.
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Sole Dispositive Power – 6,650,000(1)
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10.
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Shared Dispositive Power – 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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6,650,000 (1)
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12.
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Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
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(See Instructions) [_]
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13.
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Percent of Class Represented by Amount in Row (11)
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27.2% (2)
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14.
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Type of Reporting Person (See Instructions)
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CO
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(1) Includes warrants to purchase 1,750,000 shares of Common Stock.
(2) Calculated based on 22,727,112 shares of Common Stock outstanding
based on information provided by the Issuer and 1,750,000 shares of Common Stock issuable upon exercise of warrants to purchase
shares of Common Stock.
CUSIP No. 67059V100
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13D
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Page 3 of 6
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EXPLANATORY NOTE:
This Amendment No. 1 to Schedule 13D amends
and restates in its entirety the Schedule 13D filed by the Reporting Person with respect to Nuo Therapeutics, Inc. on September
1, 2016 (the “Schedule 13D”).
ITEM 1.
|
Security of the Issuer
.
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This statement on Schedule 13D relates to the common stock,
par value $0.0001 per share (“
Common Stock
”), of Nuo Therapeutics, Inc., a Delaware corporation (the
“
Issuer
”). The Issuer’s principal executive office is located at 207A Perry Parkway, Suite 1,
Gaithersburg, MD 20877.
ITEM 2.
|
Identity and Background
.
|
(a-f) Boyalife Investment Fund I, Inc., the Reporting Person, is
an Illinois corporation whose principal business and principal office is located at 1133 S. Wabash Ave., Suite CI, Chicago, Illinois
60605. The Reporting Person’s principal business is investing in the pharmaceutical and healthcare industries. The sole executive
officer and director of the Reporting Person is:
Name
|
Business Address
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Principal Occupation
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Location of Principal Occupation
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Citizenship
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Xiaochun Xu
|
2453 S. Archer Ave.
Suite B,
Chicago, IL 60616
|
President of Boyalife
Group, Inc.
|
1133 S. Wabash Ave,
Suite C1
Chicago, IL 60605
|
China
|
|
|
|
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|
All of the outstanding shares of the Reporting Person are owned
by Boyalife Group, Inc. (“Boyalife Group”). Boyalife Group, an Illinois corporation, is located at 1133 S. Wabash Ave.
Suite C1, Chicago, IL 60605. Boyalife Group’s principal business is pharmaceutics and healthcare. The sole owner, executive
officer and director of Boyalife Group is Xiaochun Xu.
Neither the Reporting Person, Boyalife Group nor Xiaochun Xu has,
during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any violation with respect to such laws.
CUSIP No. 67059V100
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13D
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Page 4 of 6
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ITEM 3.
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Source and Amount of Funds or Other Consideration
.
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On May 5, 2016 the Reporting Person acquired through a private placement
in connection with the Issuer’s plan of reorganization (the “
Plan of Reorganization”
) 1,750,000 shares
of Common Stock for a purchase price of $ 1.00 per share, along with warrants to acquire 1,750,000 shares of Common Stock (the
“
2016 Private Placement
”). The Reporting Person did not pay additional consideration for the warrants. The source
of funds for the purchase was working capital of the Reporting Person.
On September 11, 2017, the Reporting Person acquired 3,150,000
shares of Common Stock for a purchase price of $0.2222 per share upon the Issuer calling Backstop Commitments (as defined below)
that certain investors, including the Reporting Person, entered into in connection with the 2016 Private Placement. The source
of funds for the purchase was working capital of the Reporting Person.
ITEM 4.
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Purpose of Transaction
.
|
The information set forth in Item 3 hereof is incorporated herein
by reference.
The Plan of Reorganization contemplated that, prior to the effective
date of such plan (which would occur no later than May 5, 2016), the Issuer would seek to raise not less than $10,500,000 in funding
(of which $3,000,000 could be in the form of backstop irrevocable capital call commitments from creditworthy obligors (the “
Backstop
Commitments
”)) through a private placement of common stock of the reorganized Issuer (in such event, a “
Successful
Capital Raise
”). The Issuer having met the conditions contemplated for the Successful Capital Raise, the Plan of Reorganization
became effective.
In accordance with the Plan of Reorganization, as of May 5, 2016,
the Issuer issued an aggregate of 7,500,000 shares of Common Stock to certain investors (the “
Recapitalization Investors
”),
including the Reporting Person, in the 2016 Private Placement. As part of the 2016 Private Placement, the Issuer also issued warrants
to purchase an aggregate of 6,180,000 shares of Common Stock to certain of the Recapitalization Investors including the Reporting
Person.
In connection with the 2016 Private Placement, a significant majority
of the Recapitalization Investors, including the Reporting Person, executed Backstop Commitments to purchase up to 12,800,000 shares
of Common Stock for an aggregate purchase price of up to $3,000,000. The Issuer called the Backstop Commitments and as of August
10, 2017 closed on the issuance of 9,650,000 shares of Common Stock for gross proceeds of $2.3 million. The issuance of an additional
3,150,000 shares of Common Stock to the Reporting Person pursuant to its Backstop Commitment for gross proceeds of $0.7 million
closed on September 11, 2017.
The Reporting Person currently owns the Common Stock solely
for the purpose of investment and intends to review this investment on a continuing basis. Depending on various
factors, including but not limited to the Reporting Person’s business, financial position, strategic direction and
prospects, price levels of the Common Stock, conditions of the securities markets, and general economic and industry
conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems
appropriate, including but not limited to changing its current intentions, with respect to any or all matters required to be
disclosed in this Schedule 13D, as amended. Without limiting the foregoing, the Reporting Person may, from time to time,
acquire or cause affiliates to acquire additional Common Stock, dispose of some or all of its Common Stock or continue to
hold Common Stock (or any combination or derivative thereof).
Except as set forth herein, or as would occur upon completion of
any of the matters discussed herein, the Reporting Person has no present plans or proposals that would relate to or result in any
of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Person may, at any time,
review or reconsider its position with respect to the Issuer and reserves the right to develop such plans or proposals.
CUSIP No. 67059V100
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13D
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Page 5 of 6
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ITEM 5.
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Interest in Securities of the Issuer
.
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(a) The Reporting Person owns 6,650,000 shares of Common Stock of
the Issuer or 27.2% of the outstanding shares of Common Stock. The percentage is calculated based on 22,727,112 shares of Common
Stock outstanding based on information provided by the Issuer and 1,750,000 shares of Common Stock issuable upon exercise of warrants
to purchase shares of Common Stock owned by the Reporting Person.
(b) The following table sets forth the number of Shares as to which
the Reporting Person has (i) the sole power to vote or direct the voting of the Shares, (ii) the sole power to dispose or to direct
the disposition of the Shares, or (iii) shared power to vote or direct the vote or dispose or direct disposition of the Shares:
Reporting Person
|
Sole
Voting Power
|
Sole Power
Of Disposition
|
Shared Voting
And Power of
Disposition
|
Boyalife Investment Fund I, Inc.
|
6,650,000
|
6,650,000
|
0
|
|
|
|
|
(c) Except as set forth in Item 4 above, during the last
60 days, no transactions in the Common Stock were effected by the Reporting Person.
(d) No persons other than the Reporting Person has the right
to receive or to direct the power to receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by
the Reporting Person.
(e) Not applicable.
ITEM 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
.
|
Not applicable.
ITEM 7.
|
Material to be Filed as Exhibits
.
|
Not applicable.
CUSIP No. 67059V100
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13D
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Page 6 of 6
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SIGNATURES
After reasonable inquiry and to the best of the undersigned’s
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
DATED: September 21, 2017
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Boyalife Investment Fund I, Inc.
|
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By:
/s/Xiaochun Xu
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(Signature)
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Name: Xiaochun Xu
|
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Title: President
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