FUSE MEDICAL, INC. (OTCMKTS:FZMD) Files An 8-K Entry into a Material Definitive Agreement

FUSE MEDICAL, INC. (OTCMKTS:FZMD) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

Entry Into a Material Definitive Agreement.

On April 5, 2017, Fuse Medical, Inc., a Delaware corporation (the
Company), entered into that certain Settlement Agreement, General
Release and Covenant Not To Sue, dated to be effective March 31,
2017 (the Settlement Agreement), in form attached hereto as
Exhibit 10.1, by and between the Company and David A. Hexter, the
Companys former Chief Financial Officer, in connection with Mr.
Hexters resignation from the Company, as more fully described in
Item 5.02(b) of this Current Report on Form 8-K (this Current
Report).The Settlement Agreement provides that Mr. Hexter
releases all claims he has or may have against the Company in
return for (i) installment payments over the next three months
equal to an aggregate of three-months pay of his prior salary and
(ii) one month of paid medical coverage.

(a) Not applicable.

(b) On March 31, 2017, David A. Hexter resigned as Chief
Financial Officer and Principal Accounting Officer of the Company
as well as from all other positions Mr. Hexter held with the
Company and its subsidiaries, to a resignation letter in form
attached hereto as Exhibit 99.1. Mr. Hexter had no disagreements
with the Company on any matter related to the Companys
operations, policies or practices.

On April 3, 2017, Robert H. Donehew and Christopher C. Pratt,
D.O. each resigned as members of the board of directors of the
Company (the Board).

(c) On March 31, 2017, the Board appointed William E. McLaughlin,
III, to serve as interim Chief Financial Officer and Principal
Accounting Officer (CFO) until such time the Board appoints a
permanent CFO. Mr. McLaughlin, age 53, a member of the Board, has
served as Director of the Company since December 19, 2016. Mr.
McLaughlin is a Certified Public Accountant licensed in the State
of Texas and has over 25 years of experience in accounting and
financial reporting positions for private and large public
companies such as Zale Corporation, Neiman Marcus Group, Inc.,
and Caremark Rx, Inc. in addition to Big-Four public accounting
at PricewaterhouseCoopers. Mr. McLaughlin has served as Chief
Financial Officer of CPM Medical Consultants, LLC (CPM) since
2014. Mr. McLaughlin joined CPM as Vice President Finance,
Controller in 2013. From 2006 until he joined CPM, Mr. McLaughlin
served as Vice President Finance, Controller for Caris Life
Sciences, Inc., a $180 million international, multi-location
laboratory, physician practices, and molecular biotechnology
enterprise. Mr. McLaughlin will serve as interim CFO on an as
needed basis for a de minimis compensation amount.Mr. McLaughlin
brings considerable financial expertise to the Companys Board and
executive management team.

Mr. McLaughlin has no family relationship with any officer or
director of the Company or any of its subsidiaries.Mr. McLaughlin
has not been appointed to any committees of the Board and at this
time.As interim CFO, it is anticipated that Mr. McLaughlin will
not serve on any committees of the Board.

(d) Not applicable.

(e) On April 5, 2017, the Board approved the 2017 Equity
Incentive Plan of the Company, in form attached hereto as Exhibit
99.2 (the 2017 Plan), incorporated by reference herein, subject
to approval by our stockholders. The 2017 Plan provides for the
grant of incentive stock options, nonstatutory stock options,
restricted stock awards, restricted stock unit awards, stock
appreciation rights, performance stock awards, performance cash
awards, and other stock-based awards, collectively, the stock
awards. Stock awards may be granted under the 2017 Plan to our
employees, directors and consultants.

If approved by stockholders at our 2017 Annual Meeting, which is
anticipated to be held in mid-2017, the 2017 Plan will constitute
the first adopted equity incentive plan of the Company.

The maximum number of shares of common stock of the Company, par
value $0.01 per share (Common Stock) available for issuance under
the 2017 Plan is 1,500,000 shares. The shares of Common Stock
subject to stock awards granted under the 2017 Plan that expire,
are forfeited because of a failure to vest, or otherwise
terminate without being exercised in full will return to the 2017
Plan and be available for issuance under the 2017 Plan.

In the event of a corporate transaction or a change of control,
outstanding stock awards under the 2017 Plan may be assumed,
continued, or substituted by the surviving corporation. If the
surviving corporation does not assume, continue, or substitute
such stock awards, then (a) any stock awards that are held by
individuals performing services for the Company immediately prior
to the effective time of the transaction will become fully vested
and exercisable and will be terminated if not exercised prior to
the effective date of the transaction, and (b) all other
outstanding stock awards will be terminated if not exercised on
or prior to the effective date of the transaction.

The Board or a duly appointed committee thereof may suspend or
terminate the 2017 Plan at any time. The 2017 Plan is scheduled
to terminate immediately prior to the 10th anniversary of the
date it was adopted by the Board. No rights may be granted under
the 2017 Plan while the 2017 Plan is suspended or after it is
terminated. The Board or a duly appointed committee thereof may
amend or modify the 2017 Plan at any time, subject to any
required stockholder approval. To the extent required by
applicable law or regulation, and except as otherwise provided in
the 2017 Plan, stockholder approval will be required for any
amendment that (a) materially increases the number of shares
available for issuance under the 2017 Plan, (b) materially
expands the class of individuals eligible to receive stock awards
under the 2017 Plan, (c) materially increases the benefits
accruing to the participants under the 2017 Plan or materially
reduces the price at which shares of common stock may be issued
or purchased under the 2017 Plan, (d) materially extends the term
of the 2017 Plan, or (e) expands the types of awards available
for issuance under the 2017 Plan.

The foregoing description is subject to, and qualified in its
entirety by, the 2017 Plan.

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. FUSE MEDICAL, INC. (OTCMKTS:FZMD) Recent Trading Information
FUSE MEDICAL, INC. (OTCMKTS:FZMD) closed its last trading session 00.000 at 0.320 with 1,700 shares trading hands.