FZMD 8-K

Fuse Medical, Inc. (FZMD)

8-K 2023-04-18 For: 2023-04-14

View Original

Added on April 06, 2026

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)

☐	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))

	Company Name

Date: April 18, 2023	By:	/s/ Lawrence S. Yellin
		Lawrence S. Yellin
		Chief Financial Officer and Director


	For the Year Ended
		December 31, 2022	December 31, 2021
Assets
Current assets:
Cash and cash equivalents		$ 147,854	$ 553,190
Accounts receivable, net of allowance of $290,500 and $498,261, respectively		3,996,860	3,528,992
Inventories, net of allowance of $1,778,173 and $2,491,183, respectively		9,494,506	8,736,474
Prepaid expenses and other current assets		126,022	5,921
Total current assets		13,765,242	12,824,577
Property and equipment, net		709	7,251
Long term accounts receivable, net of allowance of $4,330,883 and $3,355,391, respectively		2,832,764	2,182,437
Intangible assets, net		1,190,980	1,317,341
Goodwill		1,972,886	1,972,886
Total assets		$ 19,762,581	$ 18,304,492
Liabilities and Stockholders' Equity (Accumulated Deficit)
Current liabilities:
Accounts payable		$ 5,700,236	$ 4,461,641
Accrued expenses		4,540,366	2,898,068
Convertible notes payable - related parties		150,000	150,000
Payroll Protection Program loan		-	-
Economic Injury Disaster Loan - short term portion		-	-
Senior secured revolving credit facility		1,997,135	2,432,770
Total current liabilities		12,387,737	9,942,479
Notes payable - related parties		200,000	200,000
Economic Injury Disaster Loan - long term portion		-	-
Earn-out liability		7,485,698	11,593,832
Total liabilities		20,073,435	21,736,311
Commitments and contingencies		-	-
Stockholders’ equity (accumulated deficit):
Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued and outstanding		-	-
Common stock, $0.01 par value; 100,000,000 shares authorized; 73,895,794 and 72,895,793 shares issued and outstanding as of December 31, 2022 and 2021		738,958	728,958
Additional paid-in capital		1,468,274	1,455,422
Accumulated deficit		(2,518,086)	(5,616,199)
Total stockholders’ equity (accumulated deficit)		(310,854)	(3,431,819)
Total liabilities and stockholders’ equity (accumulated deficit)		$ 19,762,581	$ 18,304,492



	12 Month Ended December 31,
	2022	2021

Net revenues	$ 18,644,784	$ 20,414,268
Cost of revenues	7,103,033	8,478,561
Gross profit	11,541,751	11,935,707
Operating expenses
Selling, general, administrative and other	6,537,382	7,013,296
Commissions	5,682,038	7,050,279
Depreciation and amortization	137,403	67,638
Total operating expenses	12,356,823	14,131,213
Operating loss	(815,072)	(2,195,506)
Other expense:
Change in fair value of contingent purchase consideration	4,108,134	342,168
Interest expense	(171,295)	(78,230)
Gain on Payroll Protection Program Loan extinguishment	-	361,400
Total other expense	3,936,839	625,338
Operating loss before income tax	3,121,767	(1,570,168)
Income tax expense (benefit)	23,655	17,723
Net income (loss)	$ 3,098,112	$ (1,587,891)

Supplemental Non-GAAP Disclosure
Adjusted EBITDA
(unaudited)	12 Months Ended
	December 31,
	2022	2021

Net (loss)	$ 3,098,112	$ (1,587,891)
Add (Deduct):
Income tax expense (benefit)	23,655	17,723
Interest expense	(171,295)	(78,230)
Depreciation and amortization	137,403	67,638
EBITDA	3,087,875	(1,580,760)
Non-cash stock-based compensation expense	22,852	257,913
Change in fair value of contingent purchase consideration	(4,108,134)	(342,168)
Gain on Payroll Protection Program Loan extinguishment	-	(361,400)
Adjusted EBITDA	$ (997,407)	$ (2,026,414)


	For the Year Ended December 31, 2022	For the Year Ended December 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 3,098,113	$ (1,587,891)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	137,403	67,638
Change in fair value of contingent purchase consideration	(4,108,134)	(342,168)
Stock based compensation	22,852	257,913
Provision for discounts on long term accounts receivable	975,489	739,559
Provision for bad debts and discounts	(207,761)	(289,505)
Provision for slow moving and obsolete inventory	713,010	(586,545)
Gain on Payroll Protection Program Loan extinguishment	-	(361,400)
Changes in operating assets and liabilities:
Accounts receivable	(260,107)	1,188,408
Inventories	(1,471,042)	(1,168,516)
Prepaid expenses and other current assets	(120,101)	18,282
Long term accounts receivable	(1,625,816)	(1,252,486)
Accounts payable	1,238,595	1,225,049
Accrued expenses	1,642,298	313,334
Net cash provided by/(used in) operating activities	34,799	(1,778,328)
Cash flows from investing activities:
Purchases of property and equipment	-	-
Net cash used in investing activities	-	-
Cash flows from financing activities:	-
Net payments/proceeds on Amegy senior secured revolving credit facility	-	(913,352)
Net payment/proceeds on senior secured revolving credit facility	(435,635)	2,432,770
Payments for senior secured revolving credit facility	(4,500)	(236,358)
Stock options exercised	-	11,000
Economic injury disaster loan payments	-	(500,000)
Economic injury disaster loan proceeds	-	350,000
Proceeds from related party notes payable	-	-
Net cash provided by/(used in) financing activities	(440,135)	1,144,060
Net increase in cash and cash equivalents	(405,336)	(634,268)
Cash and cash equivalents - beginning of year	553,190	1,187,458
Cash and cash equivalents - end of year	$ 147,854	$ 553,190
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$ 18,052	$ 19,581
Cash paid for interest	$ 160,447	$ 42,830