Amended Current Report Filing (8-k/a)
16 Novembro 2018 - 1:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2018 (July 30, 2018)
FUSE MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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000-10093
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59-1224913
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1565 North Central Expressway
Suite 220
Richardson,
Texas
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75080
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(Address of principal executive offices)
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(Zip Code)
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Registrants Telephone Number, including area code: (469)
862-3030
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Explanatory Note
This Amendment No. 2. (this
Second Amendment
) to the Current Report on Form
8-K/A
(i) amends the Current Report on Form
8-K
filed by Fuse Medical, Inc., a Delaware corporation (the
Company
), with the Securities and Exchange Commission (
SEC
) on
August 3, 2018 (the
August Filing
), and hereinafter incorporated by reference, and (ii) amends and supersedes, in its entirety, the Amendment No. 1 to the August Filing filed by the Company with the SEC on
October 15, 2018 (the
First Amendment
).
This Second Amendment corrects an error in the calculation of the number of shares of the
Companys common stock, par value $0.01, (
Common Stock
) issued in connection with the acquisition of Palm Springs Partners, LLC d/b/a Maxim Surgical (
Maxim
) by the Company (such transaction, the
Maxim Acquisition
). In the August Filing and the First Amendment, the Company reported that it issued an aggregate 4,311,169 shares of its Common Stock to the Sellers (as defined below) on the Closing Date (as defined below),
however, due to a calculation error, that number is incorrect. The Company issued 4,210,526 shares of its Common Stock to the Sellers in connection on the Closing Date as explained in
Item 2.01
in this Second Amendment.
Item 2.01.
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Completion of Acquisition or Disposition of Assets
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On August 1, 2018, the Company completed the Maxim Acquisition (the
Closing Date
) pursuant 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
), pursuant to which the
Company agreed to purchase all of the outstanding equity securities of Maxim from the Sellers for aggregate consideration of $3,400,000.00 (the
Purchase Price
). As a portion of the Purchase Price, the Company issued to the Sellers
an aggregate 4,210,526 shares of its 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 Date. 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.
Item 3.02.
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Unregistered Sale of Equity Securities
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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 the two purchasers, RMI and Tahernia, in an offering exempt from the registration requirements of the Securities Act of 1933, as
amended (the
Securities Act
), pursuant 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.
Item 9.01
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Financial Statements and Exhibits
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(a)
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Financial Statements of Business Acquired
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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.
(b)
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Pro Forma Financial Information.
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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.
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Exhibit
No.
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Description
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23.1
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Consent of Montgomery Coscia Greilich LLP, Independent Accountants.
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99.1
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Financial statements of Palm Springs Partners, LLC d/b/a Maxim Surgical, for the fiscal years ended December 31, 2016 (audited), December 31, 2017
(audited) (filed as Exhibit 99.1 to the Companys Current Report on Form 8-K/A filed October 15, 2018, and incorporated herein by reference).
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99.2
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Interim financial statements of Palm Springs Partners, LLC d/b/a Maxim Surgical, for the six months ended June 30, 2018 (unaudited) (filed as
Exhibit 99.2 to the Companys Current Report Form 8-K/A filed October 15, 2018, and incorporated herein by reference).
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99.3
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Unaudited pro forma condensed combined financial statements of Fuse Medical, Inc., for the fiscal year ended December 31, 2017 and the six months
ended June 30, 2018 (filed as Exhibit 99.3 to the Companys Current Report on Form 8-K/A filed October 15, 2018, and incorporated herein by reference).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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FUSE MEDICAL, INC.
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By:
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/s/ William E. McLaughlin, III
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William E. McLaughlin, III,
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Senior Vice President,
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Chief Financial Officer and Director
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(Principal Financial Officer)
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Date:
November
16, 2018
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