Attached files
| file | filename |
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| EX-10.1 - INDEPENDENT REPRESENTATIVE AGREEMENT - Fuse Medical, Inc. | fzmd_ex101.htm |
| EX-31.1 - CERTIFICATION - Fuse Medical, Inc. | fzmd_ex311.htm |
| EX-31.2 - CERTIFICATION - Fuse Medical, Inc. | fzmd_ex312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number: 000-10093
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Fuse Medical, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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59-1224913
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4770 Bryant Irvin Court, Suite 300, Fort Worth, Texas 76107
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(Address of principal executive offices) (Zip Code)
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(817) 439-7025
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(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of September 30, 2014, 4,001,280 shares of common stock, par value $0.01 per share, and 0 shares of preferred stock, par value $0.01 per share, of the registrant were outstanding.
This Amendment No. 1 on Form 10-Q (this “Amendment”) amends our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2014, as filed with the Securities and Exchange Commission (the “Commission”) on August 19, 2014. We are filing this Amendment for the sole purpose of revising portions of Exhibit 10.1 to address comments we received from the staff of the Commission in response to our confidential treatment request with respect to portions of Exhibit 10.1.
This amendment speaks as of the original filing date, does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the original filing.
This Amendment is an exhibit-only filing. Except for the changes to Exhibit 10.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are being filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. However, the Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350) as no financial statements are being filed with this Amendment.
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Item 6. EXHIBITS
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Exhibit No.
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Description
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3.1
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Amended Certificate of Incorporation (filed as exhibit 3.1 to the Form 10-Q filed on July 18, 2014, and incorporated herein by reference).
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3.2
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Bylaws (filed as exhibit 3.2 to the Form 8-K filed on May 29, 2014, and incorporated herein by reference).
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10.1 * +
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Independent Representative Agreement, dated as of July 17, 2014, by and between the Company and Vilex, Inc.
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31.01 +
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Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.02 +
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Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.01 **
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Certification of the Chief Executive Officer and the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101
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The following materials from the registrant’s Report on Form 10-Q for period from April 1, 2014 to June 30, 2014, formatted in Extensible Business Reporting Language (XBRL), include: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders’ Equity (Deficit), (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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____________
+ Filed herewith.
* Certain provisions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
** Previously filed with our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014 as filed on August 19, 2014.
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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.
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FUSE MEDICAL, INC.
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Dated: October 1, 2014
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By:
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/s/ D. Alan Meeker
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D. Alan Meeker
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Chief Executive Officer
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Dated: October 1, 2014
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By:
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/s/ David Hexter
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David Hexter
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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