false 0000319016 0000319016 2023-08-14 2023-08-14
 
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): September 27, 2023
 
 
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. ☐
 
 
 
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On September 27, 2023, Fuse Medical, Inc. (the “Company”) issued a press release announcing that a Form 15 has been filed with the Securities and Exchange Commission (SEC) to voluntarily deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
(d) Exhibits.
 
Exhibit
Number
 
Description
99.1*
 
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
*         Filed herewith.
 
2
 
 
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.
 
 
Fuse Medical, Inc.
  
 
 
 
  
Date: September 27, 2023
By:
/s/ Lawrence Yellin
  
 
 
Lawrence Yellin
  
 
 
Chief Financial Officer and Director
  
 
3

Exhibit 99.1

 

a01.jpg

 

FOR IMMEDIATE RELEASE

 

Fuse Medical Inc. Announces Decision to Voluntarily Terminate Registration of Its Common Stock with the SEC.

 

Richardson, Texas, September 27, 2023 – Fuse Medical Inc. (OTCPINK: FZMD) (“Fuse” or the “Company”) Fuse Medical Inc., an emerging manufacturer and distributor of innovative medical devices for the orthopedic and spine marketplace, has announced that it has filed a Form 15 with the Securities and Exchange Commission (SEC) to voluntarily deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

The decision was made after careful consideration by the company’s board of directors, who concluded that this move would allow the company to focus more on its core business and long-term growth, while reducing expenses and administrative burdens.

 

The company intends to continue to provide annual financial statements to the OTC (PINK) to maintain its trading symbol FZMD and will provide operational updates through its website, www.fusemedical.com, and its investor relations email, info@fusemedical.com. The company also plans to maintain its high standards of corporate governance and financial controls.

 

The board believes that the costs of being a public reporting company outweigh the benefits. They have considered several factors in making this decision, including the undervaluation of the company’s common stock and the low-volume of trading which limits its liquidity. The company expects to save significant expenses annually after effecting this transaction, primarily as a result of a reduction in professional fees and compliance costs.

 

The company’s management and employees will now be able to focus more on managing the company’s businesses, strengthening relationships with clients and vendors, and growing stockholder value. They will be able to focus on long-term growth without being distracted by short-term financial results and stock price movement.

 

About Fuse Medical, Inc.

 

Fuse is an emerging manufacturer and distributor of innovative medical devices for the orthopedic and spine marketplace. We provide a comprehensive portfolio of products in the orthopedic total joints, sports medicine, trauma, foot and ankle space, as well as, degenerative and deformity spine, osteobiologics, wound care, and regenerative products. For more information about the Company, or if you’re interested in becoming a distributor of any Fuse’s products, please contact us at info@fusemedical.com or visit: www.fusemedical.com.  

 
v3.23.3
Document And Entity Information
Aug. 14, 2023
Document Information [Line Items]  
Entity, Registrant Name FUSE MEDICAL, INC.
Document, Type 8-K
Entity, Incorporation, State or Country Code DE
Entity, File Number 000-10093
Entity, Tax Identification Number 59-1224913
Entity, Address, Address Line One 1565 North Central Expressway
Entity, Address, City or Town Richardson
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 75080
City Area Code 469
Local Phone Number 862-3030
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol FZMD
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000319016
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