UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2018 (December 29, 2017)
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.) |
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1565 North Central Expressway Suite 220 Richardson, Texas |
75080 |
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(Address of principal executive offices) |
(Zip Code) |
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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. ☐
On December 29, 2017, Fuse Medical, Inc. (the “Company”) completed the previously-announced acquisition of CPM Medical Consultants, LLC (the “Target”), pursuant to that certain Purchase Agreement (the “Purchase Agreement”), by and between the Company and NC 143 Family Holdings, LP (“NC 143”), dated December 15, 2017, whereby the Company would purchase all of the outstanding membership interests of the Target, as disclosed in the Company’s Form 8-K filed on December 19, 2017. The Company issued 50,000,000 shares of its common stock, par value $0.01 per share (“Common Stock”) in exchange for 100% of the outstanding equity interests of the Target, at an agreed-upon value of $0.20 per share of Common Stock, as reflected in the fairness opinion provided by ValueScope, Inc. and filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 19, 2017. The effective date of the closing was December 31, 2017.
Item 7.01. |
Regulation FD Disclosure. |
On January 5, 2018, the Company issued a press release, attached hereto as Exhibit 99.2, announcing the Company’s completion of the acquisition of the Target pursuant to the Purchase Agreement.
Item 9.01. |
Financial Statements and Exhibits. |
(b) |
Pro forma financial information. The pro forma financial information required to be furnished under this item 9.01(b) is furnished as Exhibit 99.1 to this Current Report on 8-K and is incorporated herein by reference. |
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(d) |
Exhibits |
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Exhibit |
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Description |
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99.1 |
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99.2 |
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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. |
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By: |
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/s/ William E. McLaughlin, III |
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William E. McLaughlin, III, Interim Chief Financial Officer and Director |
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(Principal Financial Officer) |
Date: January 5, 2018
EXHIBIT 99.1
FUSE MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On December 29, 2017, Fuse Medical, Inc. (the “Company”) completed the previously-announced acquisition of CPM Medical Consultants, LLC (“CPM”), a Texas limited liability company, pursuant to that certain Purchase Agreement, by and between the Company and NC 143 Family Holdings, LP, dated December 15, 2017, whereby the Company would purchase all of the outstanding membership interests of CPM, as disclosed in the Company’s Form 8-K filed on December 19, 2017 (the “Merger”). CPM is now a wholly-owned subsidiary of the Company.
The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the Merger. These unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of the Company and CPM (the “Combined Company”). These financial statements have been adjusted as described in the notes to the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined balance sheet, combines the historical consolidated balance sheets of the Combined Company, has been prepared assuming the Merger closed on September 30, 2017. The unaudited pro forma condensed combined statement of operations combines the historical consolidated statements of operations of the Combined Company. The unaudited pro forma condensed combined statement of operations has been prepared assuming the Merger closed on January 1, 2016.
The Company has prepared the unaudited pro forma condensed combined financial statements based on available information using assumptions that it believes are reasonable. These unaudited pro forma condensed combined financial statements are being provided for informational purposes only and do not claim to represent the Company’s actual financial position or results of operations had the Merger occurred on that date specified nor do they project the Company’s results of operations or financial position for any future period or date. The actual results reported by the Combined Company in periods following the Merger may differ significantly from these unaudited pro forma condensed combined financial statements for a number of reasons. The unaudited pro forma condensed combined financial statements do not account for the cost of any restructuring activities or synergies resulting from the Merger or other costs relating to the integration of the two companies, or other historical acquisitions that were undertaken by the Company.
These unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and for the nine-month period ended September 30, 2017 and the historical financial statements of CPM for the year ended December 31, 2016 and the nine-month period ended September 30, 2017 contained in this Form 8-K.
EXHIBIT 99.1
FUSE MEDICAL, INC. AND CPM MEDICAL CONSULTANTS, LLC |
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS |
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As of September 30, 2017 |
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Historical Fuse Medical, Inc. |
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Historical CPM Medical Consultants, LLC |
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Pro forma Adjustments |
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Pro forma Combined |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
472,246 |
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$ |
389,938 |
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$ |
- |
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$ |
862,184 |
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Accounts receivables, net |
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285,463 |
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5,654,656 |
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(110,626 |
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(a) |
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5,829,493 |
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Inventories, net |
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8,493 |
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10,766,172 |
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- |
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10,774,665 |
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Prepaid expenses and other current assets |
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24,704 |
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9,946 |
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- |
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34,650 |
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Total current assets |
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790,906 |
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16,820,712 |
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(110,626 |
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17,500,992 |
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Property and equipment, net |
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2,029 |
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16,944 |
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- |
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18,973 |
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Security deposit |
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3,822 |
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- |
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- |
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3,822 |
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Total Assets |
$ |
796,757 |
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$ |
16,837,656 |
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$ |
(110,626 |
) |
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$ |
17,523,787 |
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LIABILITES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
$ |
172,390 |
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$ |
1,938,145 |
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$ |
(110,626 |
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(a) |
$ |
1,999,909 |
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Accrued expenses and other |
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95,104 |
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1,119,031 |
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- |
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1,214,135 |
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Note payable - related parties |
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150,000 |
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- |
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- |
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150,000 |
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Line of credit |
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- |
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3,147,600 |
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- |
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3,147,600 |
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Total current liabilities |
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417,494 |
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6,204,776 |
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(110,626 |
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6,511,644 |
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Total Liabilities |
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417,494 |
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6,204,776 |
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(110,626 |
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6,511,644 |
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Commitments and contingencies |
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- |
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- |
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- |
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- |
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Stockholders' equity: |
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Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued and outstanding |
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- |
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- |
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- |
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- |
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Common stock, $0.01 par value; 100,000,000 shares authorized; 18,215,808 issued and outstanding, respectively |
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162,158 |
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- |
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- |
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162,158 |
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Additional paid-in capital |
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3,210,560 |
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- |
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- |
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3,210,560 |
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Retained (deficit) earnings |
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(2,993,455 |
) |
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10,632,880 |
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- |
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7,639,425 |
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Total Stockholders' equity |
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379,263 |
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10,632,880 |
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- |
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11,012,143 |
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Total Liabilities and Stockholders' Equity |
$ |
796,757 |
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$ |
16,837,656 |
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$ |
(110,626 |
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$ |
17,523,787 |
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The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
EXHIBIT 99.1
FUSE MEDICAL, INC. AND CPM MEDICAL CONSULTANTS, LLC |
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS |
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Nine-months Ended September 30, 2017 |
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Historical Fuse Medical, Inc. |
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Historical CPM Medical Consultants, LLC |
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Pro forma Adjustments |
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Pro forma Combined |
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Net sales |
$ |
911,033 |
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$ |
18,305,649 |
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$ |
(312,634 |
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(a) |
$ |
18,904,048 |
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Cost of goods sold |
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333,119 |
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10,842,739 |
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(312,634 |
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(a) |
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10,863,224 |
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Gross profit |
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577,914 |
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7,462,910 |
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- |
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8,040,824 |
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Operating expenses: |
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Selling, general and administrative |
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645,527 |
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2,152,927 |
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- |
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2,798,454 |
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Commissions |
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41,375 |
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4,516,860 |
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- |
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4,558,235 |
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Loss on disposal of property and equipment |
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3,365 |
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- |
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- |
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3,365 |
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Depreciation |
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3,237 |
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9,208 |
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- |
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12,445 |
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Total operating expenses |
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693,504 |
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6,678,995 |
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- |
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7,372,499 |
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Operating (loss) income |
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(115,590 |
) |
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783,915 |
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- |
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668,325 |
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Interest expense |
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20,194 |
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95,997 |
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- |
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116,191 |
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Extinguishment of debt |
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(43,308 |
) |
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- |
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- |
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(43,308 |
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Net (loss) earnings |
$ |
(92,476 |
) |
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$ |
687,918 |
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$ |
- |
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$ |
595,442 |
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Net (loss) income per common share - basic and diluted |
$ |
(0.01 |
) |
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$ |
- |
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$ |
- |
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$ |
0.04 |
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Weighted average number of common shares outstanding - basic and diluted |
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15,890,808 |
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- |
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- |
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15,890,808 |
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The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
EXHIBIT 99.1
FUSE MEDICAL, INC. AND CPM MEDICAL CONSULTANTS, LLC |
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS |
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Year Ended December 31, 2016 |
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Historical Fuse Medical, Inc. |
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Historical CPM Medical Consultants, LLC |
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Pro forma Adjustments |
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Pro forma Combined |
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Net sales |
$ |
567,607 |
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$ |
26,365,376 |
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$ |
(103,578 |
) |
(a) |
$ |
26,829,405 |
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Cost of goods sold |
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204,044 |
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11,253,268 |
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(103,578 |
) |
(a) |
|
11,353,734 |
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Gross profit |
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363,563 |
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15,112,108 |
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- |
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15,475,671 |
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Operating expenses: |
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Selling, general and administrative |
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831,537 |
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4,774,591 |
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- |
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5,606,128 |
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Commissions |
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8,346 |
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7,105,684 |
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- |
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7,114,030 |
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Loss on disposal of property and equipment |
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1,580 |
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- |
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- |
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|
1,580 |
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Depreciation |
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14,167 |
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18,640 |
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- |
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|
32,807 |
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Total operating expenses |
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855,630 |
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11,898,915 |
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- |
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12,754,545 |
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|
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|
|
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Operating (loss) income |
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(492,067 |
) |
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|
3,213,193 |
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|
|
- |
|
|
|
2,721,126 |
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|
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|
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|
|
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Interest expense |
|
129,385 |
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|
|
133,334 |
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|
|
- |
|
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|
262,719 |
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Extinguishment of debt |
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(35,517 |
) |
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|
- |
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|
|
- |
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|
(35,517 |
) |
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Net (loss) earnings |
$ |
(585,935 |
) |
|
$ |
3,079,859 |
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|
$ |
- |
|
|
$ |
2,493,924 |
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Net (loss) income per common share - basic and diluted |
$ |
(0.08 |
) |
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$ |
- |
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$ |
- |
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$ |
0.35 |
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Weighted average number of common shares outstanding - basic and diluted |
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7,185,890 |
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|
|
- |
|
|
|
- |
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|
|
7,185,890 |
|
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
EXHIBIT 99.1
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
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1. |
Basis of Presentation |
The unaudited pro forma condensed combined balance sheet, combines the historical consolidated balance sheets of the Combined Company, has been prepared assuming the Merger closed on September 30, 2017. The unaudited pro forma condensed combined statement of operations combines the historical consolidated statements of operations of the Combined Company. The unaudited pro forma condensed combined statement of operations has been prepared assuming the Merger closed on January 1, 2016.
The Company has prepared the unaudited pro forma condensed combined financial statements based on available information using assumptions that it believes are reasonable. These unaudited pro forma condensed combined financial statements are being provided for informational purposes only and do not claim to represent the Company’s actual financial position or results of operations had the Merger occurred on that date specified nor do they project the Company’s results of operations or financial position for any future period or date. The actual results reported by the Combined Company in periods following the Merger may differ significantly from these unaudited pro forma condensed combined financial statements for a number of reasons. The unaudited pro forma condensed combined financial statements do not account for the cost of any restructuring activities or synergies resulting from the Merger or other costs relating to the integration of the two companies, or other historical acquisitions that were undertaken by the Company.
EXHIBIT 99.1
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
|
2. |
Pro Forma Adjustments |
(a) The pro forma adjustments included in the unaudited pro forma condensed combined financial statements reflect eliminations of intercompany transactions between the Combined Company.
EXHIBIT 99.2
Contact:
Fuse Medical, Inc.
Attention: Devon Peddie, Investor Relations Analyst
1565 North Central Expressway, Suite 220
Richardson, Texas 75080
Office (469) 862-3030
Facsimile (469) 862-3035
info@Fusemedical.com
FUSE MEDICAL, INC.
Fuse Medical, Inc. Completes Acquisition of CPM Medical Consultants, LLC
RICHARDSON, TX, January 5, 2018 /Businesswire/ -- Fuse Medical, Inc., (OTC: FZMD), (“Fuse” or the “Company”), announced the completion of the acquisition of CPM Medical Consultants, LLC (“CPM”), a privately-owned nationwide distributor of medical device implants and biologics, (the “Acquisition”). The effective date of closing was December 31, 2017.
Following the completion of the acquisition, CPM operates as a wholly-owned subsidiary of Fuse. The Company has prepared unaudited pro forma financial information in connection with the Acquisition that can be read on the Company’s Current Report on Form 8-K, which the Company filed with the Securities and Exchange Commission today.
About Fuse Medical, Inc.
Fuse provides a broad portfolio of orthopedic implants including internal and external fixation products; upper and lower extremity plating; total joint reconstruction; soft tissue fixation and augmentation for sports medicine procedures; full spinal implants for trauma, degenerative disc disease, and deformity indications; human allografts, substitute bone materials, and tendons; and regenerative tissues and fluids to augment orthopedic surgeries and wound care. For more information about Fuse, please visit:www.fusemedical.com.
Forward Looking Statements
Certain statements in this press release, including those related to an anticipated purchase of all of the outstanding membership units and plans for the consolidated company, constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend,” or similar expressions or statements regarding intent, belief, or current expectations,
1565 North Central Expressway, Suite 220, Richardson, Texas 75080
(469) 862-3030 Office • Facsimile (469) 862-3035
EXHIBIT 99.2
are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based only on information available to the Company as of the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including, without limitation, those set forth in the Company’s filings with the Securities and Exchange Commission; the failure of the Company to close the transaction; and integration issues with the consolidated company. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events, or otherwise, except as required by law.
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1565 North Central Expressway, Suite 220, Richardson, Texas 75080
(469) 862-3030 Office • Facsimile (469) 862-3035