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 23, 2018 (February 15, 2018)
FUSE MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-10093 | 59-1224913 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. 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
(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.):
| ☐ | 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)) |
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. ☐
Explanatory Note This report on Form 8-K is being filed by Fuse Medical, Inc. (the “ Company ”) to attach Amendment No. 3, as defined below, to the 2017 Equity Incentive Plan of Fuse Medical, Inc., dated April 5, 2017 (the “ Plan ”), filed with the Securities and Exchange Commission on April 6, 2017, as Exhibit 99.2 to Form 8-K.
| Item 7.01. | Other Events |
On February 15, 2018, the Board of Directors of the Company (the “ Board ”) approved an amendment to the Plan, attached hereto as Exhibit 4.1 (“ Amendment No. 3 ”). Amendment No. 3 (i) corrected a typographical error by removing in its entirety the definition of “Plan” from Section 2.0 Definitions, and replacing it with “‘Plan’ means this 2017 Equity Inventive Plan, as amended and/or amended and restated from time to time”, and (ii) increased the number of shares of common stock of the Company, par value $0.01 per share (“ Common Stock ”), authorized for issuance under the Plan from 4,500,000 shares of Common Stock to 6,000,000 shares of Common Stock.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
|
| 4.1 | Amendment No. 3, dated February 15, 2018, to the 2017 Equity Incentive Plan of Fuse Medical, Inc., dated April 5, 2017. | |
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.
| FUSE MEDICAL, INC. | ||
| By: | /s/ William E. McLaughlin, III | |
|
William E. McLaughlin, III, Chief Financial Officer and Director |
||
| (Principal Financial Officer) | ||
Date: February 23, 2018
EXHIBIT 4.1
2017 EQUITY INCENTIVE PLAN OF
FUSE MEDICAL, INC.
AMENDMENT NO. 3
February 15, 2018
Section 2.0 . The Definition of “Plan” in the 2017 Equity Incentive Plan of Fuse Medical, Inc., dated April 5, 2017, is removed in its entirety and replaced by the following:
2.0 “Plan” means this 2017 Equity Incentive Plan, as amended and/or amended and restated from time to time.
Section 4.1 . Section 4.1 of the 2017 Equity Incentive Plan of Fuse Medical, Inc., dated April 5, 2017, is removed in its entirety and replaced by the following:
4.1 Subject to adjustment in accordance with Section 11, a total of 6,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan; provided, however, that Incentive Stock Options granted to any single individual in a calendar year may not exceed $100,000 in Fair Market Value. Any shares of Common Stock granted in connection with Options and Stock Appreciation Rights shall be counted against this limit as one (1) share for every one (1) Option or Stock Appreciation Right awarded. Any shares of Common Stock granted in connection with Awards other than Options and Stock Appreciation Rights shall be counted against this limit as two (2) shares of Common Stock for every one (1) share of Common Stock granted in connection with such Award. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.
| Fuse Medical, Inc. | ||
| By: | /s/ William E. McLaughlin, III | |
| William E. McLaughlin, III | ||
| Chief Financial Officer | ||