8-K
Fuse Medical, Inc. (FZMD)
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): August 14, 2020 (August 10, 2020)
FUSE MEDICAL, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-10093 | 59-1224913 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 1565 North Central Expressway<br><br><br>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<br><br><br>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 8.01 Other Events
(a) On August 10, 2020, the Company issued a press release, attached hereto as Exhibit 99.1 regarding the filing of its quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2020 with the Securities and Exchange Commission.
(b) On August 14, 2020, the Company issued a press release, attached hereto as Exhibit 99.2, announcing the Company’s ranking on the 2020 list of Dallas-Fort Worth’s 150 largest public companies, by the Dallas Morning News.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br><br>Number | Description |
|---|---|
| 99.1* | Press Release, dated August 10, 2020. |
| 99.2* | Press Release, dated August 14, 2020. |
| * | Filed herewith. |
| --- | --- |
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: August 14, 2020 | By: | /s/ William E. McLaughlin, III |
| William E. McLaughlin, III | ||
| Senior Vice President<br><br><br>Chief Financial Officer and Director |
2
fzmd-ex991_8.htm
Exhibit 99.1
For Immediate Release
Contact:
Fuse Medical, Inc.
Attention: Devon Morgan, Sr. Investor Relations Analyst
1565 North Central Expressway, Suite 220
Richardson, Texas 75080
Office (469) 862-3030
Facsimile (469) 862-3035
info@Fusemedical.com
FUSE MEDICAL, INC. FILES QUARTERLY RESULTS ON FORM 10-Q AND PROVIDES BUSINESS UPDATE IN RESPONSE OF COVID-19
RICHARDSON, TX, August 10, 2020 /Businesswire/ -- Fuse Medical, Inc. (OTCPINK: FZMD) (“Fuse” or the “Company”) announced that it filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 with the Securities and Exchange Commission (“SEC”) on Friday, August 7, 2020.
The COVID-19 pandemic posed an unprecedented challenge to the medical device industry, with state and local government authorities issuing executive orders such as the deferment of elective medical procedures and other social distancing restrictions. Although some of these restrictions had been lifted as of April 22, 2020, they did adversely affect Fuse’s operations and financial results for the second quarter of 2020.
Chief Executive Officer, Christopher C. Reeg said, “Although the restrictions on elective surgeries negatively impacted our April sales, we are very proud of the way our core team remained focused and prepared for today’s post-restriction period. We are grateful to our surgeons, distributors, vendors, and hospitals for continuing to work with us through these unprecedented times.”
Mr. Reeg continued, “We experienced strong May and June sales momentum which has continued into the third quarter, due in large part to the pent-up demand for elective surgeries. During this same period, as a result of the continued adoption of our core Fuse branded products, our gross profit margins have continued to improve. While current business conditions may lend a degree of uncertainty, we anticipate the strong second quarter trends to continue into the third and fourth quarters of 2020.”
“As the COVID-19 situation continues to evolve, we will continue to reposition our business strategies and practices to adapt. We have used this time of uncertainty to reflect on and improve our operations, so that we will be better prepared to assist our customers in any situation that is yet to come. Our product design and development pipelines remain robust. We have not experienced any significant interruptions in our manufacturing supply chain, which has allowed us to continue our ongoing production development and scheduled product launches in spine and ortho. We believe we are better equipped going forward, and look to stronger sales and results of operations for the balance of 2020 and beyond.” said Reeg.
The Quarterly Report on Form 10-Q filing can be viewed in the “Investors” section of the Company’s website, www.fusemedical.com as well as the SEC’s website.
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, orthobiologics and regenerative medicine 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.
Forward Looking Statements
Certain statements in this press release, constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend,” or similar expressions or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based only on information available to the Company as of the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including, without limitation, those set forth in the Company’s filings with the Securities and Exchange Commission; the failure of the Company to close the transaction; and integration issues with the consolidated company. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events, or otherwise, except as required by law.
Exhibit 99.1
For Immediate Release
fzmd-ex992_9.htm
Exhibit 99.2
For Immediate Release
Contact:
Fuse Medical, Inc.
Attention: Devon Morgan, Sr. Investor Relations Analyst
1565 North Central Expressway, Suite 220
Richardson, Texas 75080
Office (469) 862-3030
Facsimile (469) 862-3035
info@Fusemedical.com
FUSE MEDICAL, INC. RANKED AMONG TOP 150 PUBLIC COMPANIES IN
DALLAS- FORT WORTH METROPLEX
RICHARDSON, TX, August 14, 2020 /Businesswire/ -- Fuse Medical, Inc., (OTCPINK: FZMD), (“Fuse” or the “Company”) an emerging manufacturer and distributor of innovative medical devices for the orthopedic and spine marketplace, announced that it has been ranked number 136 on the 2020 list of Dallas-Fort Worth’s 150 largest public companies, by the Dallas Morning News.
Fuse Medical’s 2019 revenue of $22.9 million secured its title as the 136th largest public company in DFW, moving them up one spot from where they ranked last year. The annual list, compiled by Bloomberg for the Dallas Morning News, examines public companies in a seventy-county area in North Texas, and ranks them by their total revenue for the prior fiscal year.
Christopher C. Reeg, Chief Executive Officer, commented, “We are honored to have been named by Dallas Morning News as one of the top 150 public companies in Dallas-Fort Worth for the third year in a row. It is a privilege to work alongside a dedicated and hardworking team of employees, surgeons, advisors, customers and strategic partners, without whom this accomplishment would not be possible. Even through this challenging time with the COVID-19 pandemic, we remain optimistic that Fuse will continue to increase shareholder value by staying focused on our strategic initiatives, and to continuously provide exceptional service and products that will meet and exceed the evolving needs of our customers.”
To view the full list of companies and more information visit: Dallas Morning News: A Searchable Guide to Dallas-Fort Worth's 150 Largest Public Companies for 2020
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, orthobiologics and regenerative medicine 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.
Forward Looking Statements
Certain statements in this press release, constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend,” or similar expressions or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based only on information available to the Company as of the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including, without limitation, those set forth in the Company’s filings with the Securities and Exchange Commission; the failure of the Company to close the transaction; and integration issues with the consolidated company. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events, or otherwise, except as required by law.
Exhibit 99.2
For Immediate Release