Current Report Filing (8-k)
12 February 2019 - 7:38AM
Edgar (US Regulatory)
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): February 11, 2019 (February 9, 2019)
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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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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. ☐
Item 5.07
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Submission of Matters to a Vote of Security Holders
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Stockholders of Fuse Medical, Inc., a Delaware corporation (the
Company
), holding 62,563,059 shares of common stock, par value $0.01 per
share, of the Company (the
Common
Stock
), which constitutes a majority of the issued and outstanding shares of Common Stock, acting by written consent in lieu of an annual meeting, effective February 9, 2019, voted all
of their shares of Common Stock in favor of the following actions: (i) the reelection of the board of directors of the Company, in its entirety, as previously reported to the Securities and Exchange Commission (the
SEC
) in
the Companys Annual Report for the year ended December 31, 2017, on Form
10-K
filed with the SEC on April 6, 2017, amended by Amendment No. 1 on Form
10-K/A
filed with the SEC on September 21, 2018; (ii) the ratification of the appointment of Montgomery Coscia Greilich, LLP to serve as the Companys independent registered public accounting firm
for the fiscal year ended December 31, 2017; and (iii) the approval of the Amended and Restated 2018 Equity Incentive Plan of the Company, in the form attached as
Exhibit 10.1
to the Companys Current Report on Form
8-K
filed with the SEC on December 18, 2018, which is herein incorporated by reference.
Item 9.01.
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Financial Statements and Exhibits.
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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,
Chief Financial Officer
and Director
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Date: February 11, 2019
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