FUSE MEDICAL, INC. (OTCMKTS:FZMD) Files An 8-K Completion of Acquisition or Disposition of Assets

This Amendment No. 1. to the Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Fuse Medical, Inc. (the “Company”) with the Securities and Exchange Commission on August 3, 2018, and hereinafter incorporated by reference, to include the financial statements referred to in Item 9.01(a) and the pro form financial information referred to in Item 9.01(b) relating to the acquisition of Palm Springs Partners, LLC d/b/a Maxim Surgical (“Maxim”) by the Company (such transaction, the “Maxim Acquisition”).

On August 1, 2018, the Company completed the Maxim Acquisition (the “Closing”) to that certain Securities Purchase Agreement, dated July 30, 2018 (the “Purchase Agreement”), by and between the Company, Maxim, Reeg Medical Industries, Inc., a Texas corporation (“RMI”), Mr. Amir David Tahernia, an individual (“Tahernia”, together with RMI, the “Sellers”), and Mr. Amir David Tahernia in his capacity as the representative of the Sellers (the “Sellers Representative”), to which the Company agreed to purchase all of the outstanding equity securities of Maxim (“Maxim Interests”) from the Sellers for aggregate consideration of approximately $3,400,000 (the “Purchase Price”). In connection with the Maxim Acquisition, the Company issued to the Sellers an aggregate 4,311,169 shares of its common stock, par value $0.01 (“Common Stock”), at an agreed-upon value of $0.76 per share of Common Stock, which was equal to the 30-day volume-weighted average price (“VWAP”) of the Common Stock as of three (3) business days prior to the Closing. The remaining 13,158 shares of Common Stock constituting the Purchase Price are to be issued at the direction of RMI.

On September 27, 2018, the Company and the Sellers Representative agreed that the payment due to Sellers in accordance with Section 1.4 (Post-Closing Adjustment) of the Purchase Agreement was $81,757.23 (the “Purchase Price Adjustment”). To pay the Purchase Price Adjustment, the Company issued an aggregate of 120,231 restricted shares of its Common Stock to the Sellers on October 4, 2018, at an agreed-upon value of $0.68 per share of Common Stock, which was equal to the 30-day VWAP of the Common Stock as of October 1, 2018.

The information set forth in Item 2.01 regarding the issuance of shares of Common Stock as payment for the Purchase Price and the Purchase Price Adjustment is incorporated into this Item 3.02 by reference. The offer and sale of such securities was made to two purchasers, RMI and Tahernia, in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to the exemption from the registration requirements provided by Rule 506(b) of Regulation D promulgated under the Securities Act and correlating provisions of state securities laws.

Filed as Exhibit 99.1 and incorporated in this Item 9.01 by reference are the historical audited financial statements of Maxim as of December 31, 2016, and December 31, 2017, and the related audited balance sheets, statements of operations, statements of changes in members’ equity, and statements of cash flows for each of the fiscal years ended December 31, 2016, and December 31, 2017, together with the notes thereto and the auditors’ reports thereon, and filed as Exhibit 99.2 and incorporated in this Item 9.01 are the unaudited financial statements of Maxim for the interim period ended June 30, 2018, and the related balance sheets, income statements, and cash flow statements, together with the notes thereto.

The unaudited pro forma condensed combined financial statements of the Company as of December 31, 2017, and for the interim period ended June 30, 2018, are filed as Exhibit 99.3 and are incorporated in this Item 9.01 by reference.

Fuse Medical, Inc. ExhibitEX-23.1 2 fzmd-ex231_157.htm EX-23.1 fzmd-ex231_157.htm Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the inclusion in this Form 8-K/A and the incorporation by reference in registration statement No. 333-220906 on Form S-8 of Fuse Medical,…To view the full exhibit click here
About FUSE MEDICAL, INC. (OTCMKTS:FZMD)
Fuse Medical, Inc., formerly Golf Rounds.com, Inc., is engaged in marketing, distributing and selling internal fixation, bone materials, biologics, tissues, surgical and other related surgical products. The Company operates through medical products and supplies segment. The Company’s products consist of plates and screws for recurring bone fractures, allografts for bone chips and tendons, and amniotics. Its products are used in a range of surgical procedures in various types of facilities (ambulatory surgical centers, hospitals and physician offices, and other medical facilities) where surgeons and doctors treat patients and operate. It markets, distributes and sells a range of existing Food and Drug Administration-approved and state licensed products and services manufactured or produced by other organizations where it is considered as a distributor and a stocking distributor. Its customers are physicians, orthopedic surgeons, hospitals, surgical facilities and physician practices.