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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

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 10, 2021 (November 10, 2021)

 

FUSE MEDICAL, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-10093

59-1224913

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

1565 North Central Expressway

Suite 220 Richardson, Texas

 

75080

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (469) 862-3030

Not Applicable

(Former Name or Former Address, 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 Instructions A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

FZMD

 

OTCPink

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. ☐

 

 

 

 

 

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On November 4, 2021, Fuse Medical, Inc., a Delaware corporation (the “Company”) and the Company’s wholly-owned subsidiary, CPM Medical Consultants, LLC (together with the Company, the “ Borrowers ”), and Zions Bancorporation, N.A. dba Amegy Bank (the “Lender”) executed that certain Limited Waiver and Eighth Amendment (the “Eighth Amendment”), to the Amended and Restated Business Loan Agreement among the Borrowers and the Lender on December 31, 2017 (as amended from time to time, the “Loan Agreement”), in the form attached hereto as  Exhibit 10.1 , as reported in Item 2.03 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 11, 2018.

Pursuant to the Eighth Amendment, the Lender waived certain Events of Default of the Borrowers under the Loan Agreement, reduced the aggregate limit of the loans and extended the termination date as follows:

 

 

(i)

waived the events of default for the Company not meeting the minimum quarterly EBITDA for the twelve months ended September 30, 2021;

 

 

(ii)

reduced the aggregate limit of the loans offered pursuant to the Loan Agreement (the “Loans”) to $2,550,000;

reducing the annual salary of President and Chairman Mark Brooks to not exceed $550,000;

   

 

(iv)

extending the termination date of the loan to February 4, 2022.

The foregoing description of the Eighth Amendment does not purport to be complete and are qualified in their entirety by reference to the full text of the Eighth Amendment, which is filed herewith as Exhibit 10.2, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

*

Filed herewith.

1

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Company Name

 

 

 

 

Date: November 10, 2021

 

By:

/s/ William E. McLaughlin, III

 

 

 

William E. McLaughlin,

 

 

 

Senior Vice President

Chief Financial Officer and Director

 

2

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