FUSE MEDICAL, INC. (OTCMKTS:FZMD) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 9.01
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 31, 2017, Fuse Medical, Inc. (the “Company”) and its wholly-owned subsidiary, CPM Medical Consultants, LLC (“CPM”) entered into that certain Amended and Restated Business Loan Agreement dated December 31, 2017, (as amended from time to time, the “Loan Agreement”), in form attached hereto as Exhibit 10.1, by and among ZB, N.A. (d/b/a Amegy Bank) (“Lender”) and the Company and CPM, as co-borrowers.The Loan Agreement amended and restated the credit facility of CPM with Lender, which was in place as of the closing of the acquisition of CPM in a transaction reported in the Company’s Current Report on Form 8-K, filed on January 4, 2018.The Loan Agreement provides for a revolving credit facility of up to $5,000,000.
Changes in Registrant’s Certifying Accountant
(a)On January 5, 2018, the Company accepted the resignation of LaPorte CPAs and Business Advisors (“LaPorte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
In connection with the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2017 and in the subsequent interim periods through January 5, 2018, there were no disagreements with LaPorte on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of LaPorte, would have caused LaPorte to make reference to the matter in their anticipated report.
The Company has provided a copy of the foregoing disclosures to LaPorte and requested that LaPorte furnish it with a letter addressed to the Securities and Exchange Commission stating whether LaPorte agrees with the above statements (“LaPorte Letter”). The Company has filed a copy of the LaPorte Letter, dated January 11, 2018 as Exhibit 16.1 to this Form 8-K.
(b) On January 8, 2018, the Board approved the appointment of Montgomery, Coscia, Greilich, LLP (“MCG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The Board recently conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The Board invited several public accounting firms to participate in this process.Following the termination of the Company’s relationship with LaPorte, the Board selected MCG. During the two most recent fiscal years and in the subsequent interim period through January 8, 2018, the Company has not consulted with MCG with respect to the application of accounting principles to a specified transaction, either completed of proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of regulation S-K.
On January 11, 2018, the Company issued a press release relating to the change in the Company’s Certifying Accountants, attached hereto as Exhibit 99.1.
Financial Statements and Exhibits.
Fuse Medical, Inc. ExhibitEX-10.1 2 fzmd-ex101_6.htm EX-10.1 fzmd-ex101_6.htm Exhibit 10.1 AMENDED AND RESTATED BUSINESS LOAN AGREEMENT dated as of December 31,…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.