Form 8-K - Current report

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*		Press Release, dated September 27, 2023 Fuse Medical, Inc. Announces Decision to Voluntarily Terminate Registration of Its Common Stock with the SEC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* 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: September 27, 2023	By:	/s/ Lawrence Yellin
		Lawrence Yellin
		Chief Financial Officer and Director

Exhibit 99.1

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.

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