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): December 18, 2018 (December 13, 2018)

FUSE MEDICAL, INC.

(Exact name of Registrant as specified in its charter)

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.):

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.  ☐

On December 13, 2018, the board of directors (the “Board”) of Fuse Medical, Inc., a Delaware corporation (the “Company”), approved the Amended and Restated 2018 Equity Incentive Plan of the Company, in the form attached hereto as Exhibit 10.1 (the “2018 Plan”), which is herein incorporated by reference. The 2018 Plan is subject to the approval of the stockholders of the Company and amended and restated in its entirety, the 2017 Equity Incentive Plan of the Company (the “2017 Plan”), included on the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2017.

The 2018 Plan is substantially similar to the 2017 Plan, but the material differences between the two are the:

The shares of Common Stock subject to stock awards granted under the 2018 Plan that expire, are forfeited because of a failure to vest, or otherwise terminate without being exercised in full will return to the 2018 Plan and be available for issuance under the 2018 Plan.

In the event of a corporate transaction or a change of control, outstanding stock awards under the 2018 Plan may be assumed, continued, or substituted by the surviving corporation. If the surviving corporation does not assume, continue, or substitute such stock awards, then (i) any stock awards that are held by individuals performing services for the Company immediately prior to the effective time of the transaction will become fully vested and exercisable and will be terminated if not exercised prior to the effective date of the transaction, and (ii) all other outstanding stock awards will be terminated if not exercised on or prior to the effective date of the transaction.

The Board or a duly appointed committee thereof may suspend or terminate the 2018 Plan at any time. The 2018 Plan is scheduled to terminate immediately prior to the tenth (10th) anniversary of the date it was adopted by the Board. No rights may be granted under the 2018 Plan while the 2018 Plan is suspended or after it is terminated. The Board or a duly appointed committee thereof may amend or modify the 2018 Plan at any time, subject to any required stockholder approval.

To the extent required by applicable law or regulation, and except as otherwise provided in the 2018 Plan, stockholder approval will be required for any amendment that (i) materially increases the number of shares available for issuance under the 2017 Plan, (ii) materially expands the class of individuals eligible to receive stock awards under the 2017 Plan, (iii) materially increases the benefits accruing to the participants under the 2017 Plan or materially reduces the price at which shares of Common Stock may be issued or purchased under the 2017 Plan, (iv) materially extends the term of the 2018 Plan, or (v) expands the types of awards available for issuance under the 2018 Plan.

The foregoing description is subject to, and qualified in its entirety by, the 2018 Plan.

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.

Date: December 18, 2018