FZMD Fuse Medical Inc (PK)

CUSIP No. 36113U101

This Amendment No. 1 (this “ Amendment ”) amends the statement on Schedule 13D (the “ Schedule 13D ”, and as amended by this Amendment the “ Schedule 13D/A ”) filed by Christopher C. Reeg on December 19, 2016, relating to the beneficial ownership of shares of Common Stock, of the Issuer. Capitalized terms herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

This Schedule 13D/A relates to the Common Stock, of the Issuer, whose principal executive office is located at 1565 N. Central Expressway, Suite 220, Richardson, Texas 75080.

On August 1, 2018 (“ Closing Date ”), RMI completed the sale (“ Sale ”) of its pro rata share of all of the outstanding interests of Palm Springs Partners, LLC d/b/a Maxim Surgical, a Texas limited liability company (“ Maxim ”), to the Issuer pursuant to that certain Securities Purchase Agreement (“ Purchase Agreement ”) by and between the Issuer, Maxim, RMI, Mr. Amir David Tahernia, an individual (together with RMI, the “ Sellers ”), and Mr. Amir David Tahernia in his capacity as representative of the Sellers, dated July 30, 2018. Pursuant to the Purchase Agreement, the Issuer purchased one hundred percent (100%) of the outstanding equity interests of Maxim (“ Maxim Interests ”) from the Sellers. In exchange for the Maxim, the Issuer issued and sold an aggregate of 4,311,169 shares of Common Stock to the Sellers, at an agreed-upon value of $0.76 per share of Common Stock, which was equal to the 30-day volume-weighted average price of the Common Stock as of three (3) business days prior to the Closing Date, as reported on the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“ SEC ”) on August 3, 2018. Pursuant to the Purchase Agreement, the Issuer issued and sold 2,607,701 shares of Common Stock (“ Issued Securities ”) to RMI in exchange for its pro rata share of Maxim Interests in the Sale. The Purchase Agreement, which is filed as Exhibit 1 hereto and incorporated

herein by reference, contains customary representations, warranties, covenants, and indemnities of the parties. The source of funds for the Issued Securities was “Other,” because RMI sold its pro rata share of the Maxim Interests to the Issuer in exchange for the Issued Securities.

On December 14, 2017, the Board awarded 188,500 shares of Common Stock, in the form of a restricted stock award (the “ December RSA ”) to the Reporting Person, as reported in the Issuer’s Current Report on Form 8-K, filed with the SEC on December 20, 2017. The December RSA was issued in accordance with the 2017 Equity Incentive Plan of the Issuer as annual compensation for services the Reporting Person rendered to the Issuer as a member of the Board. The Board determined that each share of Common Stock comprising the December RSA had a fair market value of $0.20 on the date of grant. The December RSA will fully vest on September 21, 2018, in accordance with the terms of the Restricted Stock Award for Board Compensation, in the form filed as Exhibit 2 hereto and incorporated herein by reference. The source of funds for the 188,500 shares of Common Stock issued pursuant to the December RSA was “Other,” because the December RSA was awarded in exchange for services rendered to the Issuer.

On September 21, 2017, the Board awarded a total of 65,000 shares of Common Stock, in the form of a restricted stock award (the “ September RSA ”) to the Reporting Person, as reported in the Issuer’s Current Report on Form 8-K, filed with the SEC on October 10, 2017. The September RSA was issued in accordance with the 2017 Equity Incentive Plan of the Issuer as annual compensation for services the Reporting Person rendered to the Issuer as a member of the Board. The Board determined that each share of Common Stock comprising the September RSA had a fair market value of $0.20 on the date of grant. The September RSA will fully vest on September 21, 2018, in accordance with the terms of the Restricted Stock Award for Board Compensation, in the form filed as Exhibit 2 hereto and incorporated herein by reference. The source of funds for the 65,000 shares of Common Stock issued pursuant to the September RSA was “Other,” because the September RSA was awarded in exchange for services rendered to the Issuer.

The information set forth in Item 3 above referencing the Reporting Person’s acquisition of and right to acquire Common Stock pursuant to the Purchase Agreement, December RSA, and September RSA, is incorporated by reference in this Item 4 . The Reporting Person has acquired such securities for his own account, without any intention to resell or engage in a distribution thereof.

As of the date of this Schedule 13D/A, other than the Purchase Agreement, December RSA, and September RSA, each as discussed herein, the Reporting Person does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) any extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) changes causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. However, the Reporting Person reserves the right to propose, undertake, or participate in any of the foregoing actions in the future.

The Reporting Person has neither shared voting power nor shared dispositive power with respect to any shares of Common Stock. The 7,689,078 shares of Common Stock with respect to which the Reporting Person has sole voting and dispositive power constitute 10 % of the outstanding Common Stock of the Issuer, calculated in accordance with Rule 13d-3(d).

The responses to Item 3 and Item 4 of this Schedule 13D/A are incorporated herein by reference.

Other than as described in this Schedule 13D/A, there are no contracts, arrangements, understandings, or relationships between the Reporting Person and any other person with respect to the securities of the Issuer.

Exhibit 1     Securities Purchase Agreement by and between Fuse Medical, Inc.; Palm Springs Partners, LLC d/b/a Maxim Surgical; Reeg Medical Industries, Inc. and Mr. Amir David Tahernia as Sellers; and Mr. Amir David Tahernia in his capacity as representative of the Sellers, dated July 30, 20178 (previously filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 3, 2018).

Exhibit 2     Form of Restricted Stock Award for Board Compensation (previously filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on October 10, 2017).

EXHIBITS

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.