SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

36113B 400

(CUSIP Number)

Apptix ASA

Nesoyveien 4,

1396 Billingstad, Norway

ATTN: Johan Lindqvist

+46 733 55 09 35

With a Copy to :

Eric Wechselblatt

Holland & Knight LLP

1650 Tysons Boulevard, Suite 1700

Tysons, VA 22102

(703) 720-8610

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 10, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

NOTE: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  36113B 400 13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apptix ASA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Norway

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,697,926 shares of Common stock, par value $0.01 per share (“Common Stock”)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 2,697,926 shares of Common Stock (1)
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,697,926 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.04% (1)
14	TYPE OF REPORTING PERSON (See Instructions) CO

(1) Based on 22,412,403 shares of Common Stock issued and outstanding as of May 5, 2017, as reported by the Issuer on the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 12, 2017.

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This amendment No. 1 (the “Amendment No. 1”) to Schedule 13D relates to the Schedule 13D filed on March 24, 2017 (the “Original Schedule 13D”, as amended and supplemented by this Amendment No. 1, the “Schedule 13D”) by Apptix ASA (“Apptix”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of Fusion Telecommunications International Inc., a Delaware corporation (the “Issuer”).

Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 1, the Schedule 13D is unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety as follows:

Apptix received the securities covered by this statement pursuant to that certain Stock Purchase Agreement, dated November 14, 2016, by and among Apptix, the Issuer and Fusion NBS Acquisition Corp. (“FNAC”), a subsidiary of the Issuer (the “Stock Purchase Agreement”). Under the terms of the Stock Purchase Agreement, FNAC acquired all of the issued and outstanding capital stock of Apptix, Inc., a wholly-owned subsidiary of Apptix, in exchange for (i) 2,997,926 newly issued shares of Issuer’s Common Stock (the “Shares”) and (ii) $22,963,484.32 in cash (the “Exchange Transaction”).

On November 14, 2016, Apptix entered into a registration rights agreement (the “Registration Rights Agreement”) with the Issuer. Pursuant to the Registration Rights Agreement, the Issuer agreed, on or prior to August 14, 2017, at its expense (i) to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) to register resale of the Common Stock on behalf of Apptix (and, if applicable, distribution of the Common Stock to the shareholders of Apptix), (ii) to cause the registration statement to become effective no more than 90 days following the date it is filed (120 days under certain circumstances), and (iii) to maintain the effectiveness of the registration statement for up to two years. Notwithstanding the foregoing, Apptix has agreed under the Stock Purchase Agreement to use its commercially reasonable efforts to obtain a lock up agreement, on or prior to distribution of any Common Stock to its shareholders, from each shareholder that will receive two percent (2%) or more of the Common Stock to be distributed to Apptix’s shareholders, under which such shareholders would agree not to sell any such Common Stock prior to November 14, 2017.

On August 10, 2017, Apptix entered into a settlement agreement with FNAC (the “Settlement Agreement”), in connection with a pending lawsuit the U.S. District Court for the Southern District of New York styled as Fusion NBS Acquisition Corp. v. Apptix, ASA, et al, Case No. 17-CV 3206 (RJS) (the “Lawsuit”). Pursuant to the terms of the Settlement Agreement, in exchange for a final stipulation of dismissal with prejudice of the Lawsuit by FNAC, Apptix agreed: (i) to pay to FNAC the sum of $150,000 within 5 days of execution of the Settlement Agreement (the “Closing Date”), (ii) that the date by which the Issuer is required to file the registration statement contemplated by the Registration Rights Agreement, be extended until December 15, 2017 and (iii) to effectuate the assignment or transfer to FNAC of 300,000 of the Shares (the “Transferred Shares”) held by Apptix (the “Transfer”) on the Closing Date. The

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issuer’s transfer agent accepted the tender of the Transferred Shares on August 10, 2017. Following the Transfer, Apptix holds 2,697,926 Shares of the Issuer (the “Remaining Shares”). The summary of the Transfer herein is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached as Exhibit 3.

Item 4. Purpose of the Transaction.

Item 4 is hereby amended and supplemented as follows:

The purpose of the Exchange Transaction was to effectuate the acquisition of Apptix, Inc. by FNAC. The acquisition of the Issuer’s Common Stock by Apptix was done solely in conjunction with such acquisition.

The Transfer of the Shares under the Settlement Agreement to FNAC was consummated in connection with the settlement of the Lawsuit.

Apptix intends to hold the Remaining Shares until at least November 14, 2017 until the trading restrictions are removed and then present a plan to its shareholders for disposal of the Shares it holds at such time.

References to, and descriptions of, the Settlement Agreement set forth herein are qualified in their entirety by reference to the copies of the Settlement Agreement, a copy of which is filed as Exhibit 3.

Except as stated above, Apptix does not have any plans or proposals which relate to or would result in:

(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the issuer;

(f) Any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

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(g) Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) Apptix may be deemed to be the beneficial owner of 2,697,926 shares of Common Stock, constituting approximately 12.04% of the total issued and outstanding shares of Common Stock of the Issuer as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 12, 2017.

(b) Apptix has sole voting and dispositive power over the shares.

(c) To the knowledge of Apptix, there have been no other transactions in the Issuer’s Common Stock during the past 60 days by the applicable persons.

(d) – (e) Not applicable.

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

The description of the Settlement Agreement provided in Item 5 is hereby incorporated by reference herein.

Item 7. Materials to Be Filed as Exhibits.

Item 6 is hereby amended and restated as follows:

The Exhibit Index is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: August 10, 2017

APPTIX ASA
By:	/s/ Johan Lindqvist
Name:	Johan Lindqvist
Title:	Chairman of the Board of Directors

EXHIBIT INDEX

Exhibit 1	Stock Purchase and Sale Agreement, dated November 14, 2016, by and between Fusion NBS Acquisition Corp.; Fusion Telecommunications International, Inc., and Apptix, ASA (incorporated by reference to Exhibit 10.3.1 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 18, 2016).
Exhibit 2	Registration Rights Agreement, dated November 14, 2016, by and between Fusion Telecommunications International, Inc. and Apptix, ASA (incorporated by reference to Exhibit 10.3.2 of the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 18, 2016).
Exhibit 3	Settlement Agreement, effective as of August 10, 2017, by between Fusion NBS Acquisition Corp., a Delaware corporation and Apptix, ASA, and the Individual Defendants named therein.

EX-3

Exhibit 3

Execution Copy

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the “Agreement”), is made as of the Effective Date (the date on which this Agreement is fully executed) by and between Fusion NBS Acquisition Corp., a Delaware corporation (“Fusion”) and Apptix, ASA, a company formed under the laws of Norway, and the Individual Defendants Johan Lindqvist, Christopher E. Mack, and Peter J. Walther (collectively, “Defendants”). The parties identified above may also be referred to individually as “Party” or collectively as “Parties.”

RECITALS

WHEREAS on or about November 14, 2016, Fusion and Apptix, ASA entered into a Stock Purchase and Sale Agreement for Apptix, Inc., a corporation that was then incorporated under the laws of the state of Florida and a wholly-owned subsidiary of Apptix, ASA,

WHEREAS, under the Stock Purchase and Sale Agreement, Fusion acquired Apptix, Inc. for a cash payment and the issuance of certain shares of unregistered Fusion Telecommunications International, Inc. stock in Apptix, ASA’s name in November 2016,

WHEREAS, on or about May 1, 2017, Fusion filed suit against Defendants in the U.S. District Court for the Southern District of New York styled as Fusion NBS Acquisition Corp. v. Apptix, ASA, et al, Case No. 17-CV 3206 (RJS)(the “Lawsuit”),

WHEREAS, Defendants deny any wrongdoing whatsoever and this Settlement Agreement shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any Defendant with respect to any claim or of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have, and which will be, asserted;

WHEREAS, the Parties wish to settle all claims and defenses pending in the Lawsuit;

WHEREAS, the Parties have negotiated and reached this Agreement of their own volition, with the assistance of counsel;

WHEREAS, the Parties are entering into this Agreement in reliance upon the mutual covenants, representations, and statements of the Parties set out in this Agreement and each of the Parties hereto acknowledges that they believe said reliance is reasonable; and

NOW, THEREFORE, in consideration of the Recital paragraphs which are fully incorporated into this Agreement, the promises and mutual covenants contained in this Agreement, and other good and valuable consideration passing between the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows

1.    Payment Obligation:

a.    Cash Payment: Apptix, ASA shall pay to Fusion the sum of $150,000.00 via check delivered in person within 5 days of execution of this Agreement by the Parties (“Closing Date”). The check shall be made payable to Fusion NBS Acquisition Corp.

b.    Transfer of Settlement Shares to Fusion: Apptix, ASA hereby agrees to effectuate the assignment or transfer to Fusion of 300,000 shares of unregistered Fusion stock (“the Settlement Shares”) on the Closing Date.

2.    Dismissal of Claims: A final stipulation of dismissal with prejudice executed by Fusion will be provided to Apptix on the Closing Date. Apptix ASA will simultaneously exchange the cash payment and Settlement Shares.

3.    Additional Consideration: The Individual Defendants shall provide reasonable assistance to Fusion in connection with certain settlement discussions between Fusion and Microsoft. Fusion and Individual Defendants agree that any such assistance as may be provided shall be conditioned upon the execution of a separate written agreement with Fusion and satisfactory to each Individual Defendant from whom assistance is requested. In addition, Apptix ASA hereby agrees that the date by which Fusion is required to file the registration statement contemplated by that certain Registration Rights Agreement dated November 14, 2016, by and between Fusion Telecommunications International, Inc. and Apptix, ASA (the “Registration Rights Agreement”), is hereby extended until December 15, 2017.

4.    Releases:

a.    Fusion’s Release of Defendants: Fusion, on behalf of itself and its past and present officers, directors, agents, attorneys, employees, insurers, subsidiaries, affiliates, subrogees, successors, and assigns and any other persons or entities claiming by, through, or under Fusion, as Releasor, in consideration of the timely performance by Apptix, ASA, Johan Lindqvist, Christopher E. Mack, and Peter J. Walther of the obligations set out herein, release, acquit, and discharge Apptix, ASA (and its past and present officers, shareholders, directors, agents, attorneys, employees, insurers, subsidiaries, corporate parents, affiliates, predecessors, subrogees, successors, and assigns), Johan Lindqvist, Christopher E. Mack, and Peter J. Walther (and their successors and assigns), as well as AIG Europe Limited NUF as Releasees, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, or equity, known or unknown, which the Releasor ever had or now have against Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date of this Agreement, related to or arising from the Lawsuit and the underlying dispute at issue in the Lawsuit, except for the obligations evidenced by this Agreement.

b.    Defendants’ Release of Fusion: Apptix, ASA (on behalf of itself and its past and present officers, shareholders, directors, agents, attorneys, employees, insurers, subsidiaries, corporate parents, affiliates, predecessors, subrogees, successors, and assigns and any other

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persons or entities claiming by, through, or under Apptix, ASA) and Johan Lindqvist, Christopher E. Mack, and Peter J. Walther (and their successors and assigns), as well as AIG Europe Limited NUF as Releasors, for good consideration, receipt of which is hereby acknowledged, releases, acquits, and discharges Fusion, its past and present officers, shareholders, directors, agents, attorneys, employees, insurers, subsidiaries, corporate parents, affiliates, predecessors, subrogees, successors, and assigns, as Releasees, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, or equity, known or unknown, which Releasors ever had or now have against Releasee, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date of this Agreement, related to or arising from the Lawsuit and the underlying dispute at issue in the Lawsuit, except for the obligations evidenced by this Agreement.

c.     Nature of Releases: Except as otherwise expressly stated herein, the Parties agree that the releases given in this Section, when effective, are absolute, unconditional and irrevocable, regardless of any matter whatsoever, whether known or unknown, and the Parties hereto covenant with each other not to sue to set aside or to avoid such releases.

5.    Waiver and Covenant Not To Sue: Releasors hereby waive all claims, demands, damages, (including, but not limited to, compensatory and punitive damages) actions, causes of action, suits and/or remedies of any nature against the Releasees and will not file or cause to be filed any other claims, demands, actions, causes of action, suits and/or remedies of any nature, in any court, tribunal or any adjudicatory legislative, executive, or other governmental or private body or agency anywhere (including, but not limited to, the United States of America) and in any other jurisdiction in the world, and against the Releasees. Notwithstanding the foregoing, nothing contained herein limits the rights Apptix, ASA has under the Registration Rights Agreement (as extended pursuant to Section 3 hereof), including, inter alia, the right to sue to enforce the Registration Rights Agreement in the event of breach.

6.    No Admission of Wrongdoing: The terms of this Agreement represent a compromise and settlement of certain claims, disputes, and demands, and are not intended to be, and shall not be construed as an admission of liability by any Party of any kind with regard to any such claims, disputes, or demands, or an acknowledgment of any such claims, disputes, or demands.

7.    Entire Agreement, Amendment: This Agreement contains the entire agreement of the Parties hereto and supersedes any prior communications, understandings, and agreements between the Parties with respect to the subject hereof. This Agreement may not be modified or amended, nor may any of its provisions be waived, except by a writing signed by each Parties hereto.

8.    Governing Law: The Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. ALL PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY SUIT, ACTION, OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT.

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9.    Attorneys’ Fee and Costs: The Parties shall bear their own expenses, costs, and attorneys’ fees in connection with the negotiation and execution of this Agreement. In the event a Party materially breaches this Agreement, the non-breaching Party shall be entitled to recover all costs incurred, including attorneys’ fees, in enforcing the Agreement.

10.    Waiver: The failure of a Party at any time to require performance by the other of any provisions hereunder shall not affect its rights thereafter to enforce same, nor shall a waiver by any Party or any breach of any provision hereof constitute a waiver of any other breach of any term or provision of this Agreement. No extension of time for the performance of any obligation or act shall be deemed an extension of time for the performance of other obligations or acts hereunder.

11.    Counterparts: This Agreement may be executed in any number of counterparts, or by email, each of which shall be an original but which counterparts together shall constitute one and the same agreement.

12.    Binding Effect: This Agreement shall be binding upon the Parties hereto, their heirs, legal representatives and successors, and shall be binding on assigns permitted under this Agreement (who must agree to be bound by this Agreement). Any purported assignment of this Agreement not in compliance with this Section shall be null and void and of no effect.

13.    Authority: Each Party represents and warrants to every other Party that (a) it has the full rights, power, legal capacity, and authority to enter into this Agreement and to effect or carry out the agreements and obligations of such Party described in this Agreement; (b) except as otherwise expressly set forth herein, no consent of any person or entity and no approval or authorization of, or filing with, any governmental, regulatory, judicial authority, or court is required for the valid authorization, execution, and delivery of this Agreement by such Party or the performance of the agreements and obligations contained therein; and (c) this Agreement has been duly and validly executed and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable in accordance with its terms. The Parties also agree that the amount paid and the other terms of the Settlement were negotiated at arm’s length in good faith by the Parties, and reflect a settlement that was reached voluntarily after consultation with experienced legal counsel.

14.    Representations and Warranties: The Parties hereby represent and warrant that, as of the date of this Settlement Agreement, they have not assigned, transferred or conveyed any rights or claims, if any, arising from the Lawsuit or the underlying dispute at issue in the Lawsuit.

15.    Interpretation: Each Party acknowledges that it has had a full and fair opportunity to review the Agreement and its terms with counsel of its choosing and that the resulting Agreement is the result of negotiation between and among the Parties and their respective counsel. Accordingly, it is agreed that none of the Parties shall be considered to be the drafter of

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this Agreement or any of its provisions for the purpose of any statute, case law, or rule or interpretation or construction that would or might cause any provision to be construed against the drafter of the Agreement.

16.    Representation By Counsel: The Parties acknowledge and understand that they are executing and delivering this Agreement with full knowledge of any and all rights which they may have with respect to the claims herein settled and released. The Parties acknowledge that they were represented by and consulted with an attorney of their own choosing to the extent they desired before executing and delivering this Agreement in order to review this document and the claims being settled and released hereby and thereby, and that they had a reasonable and sufficient opportunity to do so.

17.    Headings: The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of the provisions of this Agreement.

18.    Severability: Whenever possible, each provisions of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect under applicable law or rule, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

19.    Continuing Cooperation: The Parties shall provide such documents and perform such other acts as may be requested or necessary in order to secure each Party’s rights under this Settlement Agreement.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have executed this instrument on the dates indicated below.

Apptix, ASA		Fusion NBS Acquisition Corp.
By:	/s/ Johan Lindqvist	By:	/s/ James P. Prenetta, Jr.
Printed Name: Johan Lindqvist Title: Chairman Individual Defendants		Printed Name: James P. Prenetta, Jr. Title: Executive Vice President and General Counsel
By:	/s/ Johan Lindqvist
Printed Name: Johan Lindqvist
By:	/s/ Christopher E. Mack
Printed Name: Christopher E. Mack
By:	/s/ Peter J. Walther
Printed Name: Peter J. Walther

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