Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 1)

 

 

FUSE MEDICAL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36113U101

(CUSIP Number)

Mark W. Brooks

NC 143 Family Holdings, LP

1565 North Central Expressway, Suite 200

Richardson, Texas 75080

Telephone No.: (214) 289-9914

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

December 29, 2017

(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/A, 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 shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the 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. 36113U101

 

1.		NAMES OF REPORTING PERSONS.   MARK W. BROOKS
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a)  ☐        (b)  ☐
3.		SEC USE ONLY.
4.		SOURCE OF FUNDS.   OO
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e).  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   UNITED STATES

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH:				7.		SOLE VOTING POWER   56,906,171 (i)
				8.		SHARED VOTING POWER   0
				9.		SOLE DISPOSITIVE POWER   56,906,171 (i)
				10.		SHARED DISPOSITIVE POWER   0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   56,906,171 (i)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS).  ☐
13.		PERCENT OF CLASS REPRESENTED BY ROW (11).   77% (ii)
14.		TYPE OF REPORTING PERSON   IN

 

(i)

Includes 55,000,000 shares of common stock, par value $0.01 per share (Common Stock) of Fuse Medical, Inc., a Delaware corporation (the Issuer), held by NC 143 Family Holdings, LP, a Texas limited partnership (NC 143) and 1,652,671 shares of Common Stock issuable to NC 143 upon demand in accordance with the terms of (a) that certain Amended and Restated Promissory Note, dated October 19, 2018, made by the Issuer and payable to the order of NC 143, in the principal amount of $50,000; and (b) that certain Promissory Note, dated October 19, 2018, made by the Issuer and payable to the order of NC 143, in the principal amount of $50,000 (such promissory notes, the NC 143 Notes). Mark W. Brooks (the Reporting Person) is the sole trustee of Medtech Family Trust dated October 1, 2014 (Medtech), the sole manager of NC 143 Family Holdings GP, LLC (the GP), the sole general partner of NC 143. The Reporting Person also indirectly owns 100% of the partnership interests of NC 143. Accordingly, the Reporting Person, through such entities, has the sole power to vote or direct the vote or to dispose of or direct the disposition of these securities

(ii)	Percentage of class based on 70,201,977 total outstanding shares of Common Stock of the Issuer as of August 10, 2018, calculated in accordance with Rule 13d-3(d).

This Amendment No. 1 (this Amendment) amends the statement on Schedule 13D (the Schedule 13D, and as amended by this Amendment the Schedule 13D/A) filed by Mark W. Brooks on December 19, 2016, relating to the beneficial ownership of shares of Common Stock, of the Issuer. Capitalized terms herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

 

Item 1.

Security and Issuer.

This Schedule 13D/A relates to the Common Stock, of the Issuer, whose principal executive office is located at 1565 N. Central Expressway, Suite 220, Richardson, Texas 75080.

 

Item 2.

Identity and Background.

 

(a)	This Schedule 13D/A is filed by the Reporting Person who is the sole trustee of Medtech, the sole manager the GP, and the sole general partner of NC 143.

 

(b)	The principal business address of the Reporting Person is 1565 N. Central Expressway, Suite 200, Richardson, Texas 75080.

 

(c)	The Reporting Persons present principal occupation or employment is serving as President and chairman of the board of directors (Board) of the Issuer.

 

(d)	The Reporting Person, has not, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

The Reporting Person has not, during the last five (5) years, been a party to a civil proceeding of judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)	The Reporting Person is a citizen of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration.

On December 29, 2017, NC 143 completed the sale (Sale) of CPM Medical Consultants, LLC, a Texas limited liability company (CPM), to the Issuer pursuant to that certain Purchase Agreement (Purchase Agreement) by and between the Issuer and NC 143, dated December 15, 2017, whereby the Issuer purchased one hundred percent (100%) of the outstanding equity interests of CPM (CPM Interests) from NC 143. In exchange for the CPM Interests, the Issuer issued and sold 50,000,000 shares of Common Stock (Issued Securities) to NC 143, at an agreed-upon value of $0.20 per share of Common Stock, as reflected in the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission (SEC) on December 19, 2017. The effective date of the Sale was December 31, 2017. The Purchase Agreement, which is filed as Exhibit 1hereto and incorporated herein by reference, contains customary representations, warranties, covenants, and indemnities of the parties. The source of funds for the Issued Securities was Other, because NC 143 sold all of the CPM Interests to the Issuer in exchange for the Issued Securities.

On December 14, 2017, the Board awarded 188,500 shares of Common Stock, in the form of a restricted stock award (the December RSA) to the Reporting Person, as reported in the Issuers Current Report on Form 8-K, filed with the SEC on December 20, 2017. The December RSA was issued in accordance with the 2017 Equity Incentive Plan of the Issuer as annual compensation for services the Reporting Person rendered to the Issuer as a member of the Board. The Board determined that each share of Common Stock comprising the December RSA had a fair market value of $0.20 on the date of grant. The December RSA will fully vest on September 21, 2018, in accordance with the terms of the Restricted Stock Award for Board Compensation, in the form filed as Exhibit 2hereto and incorporated herein by reference. The source of funds for the 188,500 shares of Common Stock issued pursuant to the December RSA was Other, because the December RSA was awarded in exchange for services rendered to the Issuer.

On September 21, 2017, the Board awarded a total of 65,000 shares of Common Stock, in the form of a restricted stock award (the September RSA) to the Reporting Person, as reported in the Issuers Current Report on Form 8-K, filed with the SEC on October 10, 2017. The September RSA was issued in accordance with the 2017 Equity Incentive Plan of the Issuer as annual compensation for services the Reporting Person rendered to the Issuer as a member of the Board. The Board determined that each share of Common Stock comprising the September RSA had a fair market value of $0.20 on the date of grant. The September RSA will fully vest on September 21, 2018, in accordance with the terms of the Restricted Stock Award for Board Compensation, in the form filed as Exhibit 2 hereto and incorporated herein by reference. The source of funds for the 65,000 shares of Common Stock issued pursuant to the September RSA was Other, because the September RSA was awarded in exchange for services rendered to the Issuer.

 

Item 4.

Purpose of Transaction.

The information set forth in Item 3 above referencing the Reporting Persons acquisition of and right to acquire Common Stock pursuant to the Purchase Agreement, December RSA, and September RSA, is incorporated by reference in this Item 4. The Reporting Person has acquired such securities for his own account, without any intention to resell or engage in a distribution thereof.

As of the date of this Schedule 13D/A, other than the Purchase Agreement, December RSA, and September RSA, each as discussed herein, the Reporting Person 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) any 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 or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) changes in the Issuers charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) changes 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 Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. However, the Reporting Person reserves the right to propose, undertake, or participate in any of the foregoing actions in the future.

Item 5.

Interest in Securities of the Issuer.

 

(a)

As of the date of this Schedule 13D/A, the Reporting Person beneficially owns 56,906,171 shares (including 1,652,671 shares issuable upon demand in accordance with the terms of the NC 143 Notes) of the Issuers Common Stock, which in the aggregate, represents 77% of the currently outstanding shares of the Issuers Common Stock (for purposes of calculating the percentage, the 1,652,671 shares issuable upon demand in accordance with the terms of the NC 143 Notes were assumed to be outstanding). The foregoing calculations of percentage ownership are based on 70,201,977 shares of Common Stock outstanding, as of August 10, 2018.

 

(b)

The Reporting Person is the sole trustee of Medtech, the sole manager of the GP, the sole general partner of NC 143, and indirectly owns one hundred percent (100%) of the partnership interests of NC 143. As such, the Reporting Person can cause NC 143 to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock owned by NC 143. The Reporting Person has sole voting and dispositive power with respect to 56,906,171 shares of Common Stock including: (i) 253,500 shares of Common Stock that the Reporting Person owns directly; (ii) 55,000,000 shares of Common Stock that NC 143 owns directly; and (iii) 1,652,671 of shares of Common Stock that NC 143 has the right to acquire in accordance with the terms of the NC 143 Notes.

The Reporting Person has neither shared voting power nor shared dispositive power with respect to any shares of Common Stock. The 56,906,171 shares of Common Stock with respect to which the Reporting Person has sole voting and dispositive power constitute 77% of the outstanding Common Stock of the Issuer, calculated in accordance with Rule 13d-3(d).

 

(c)	The response to Item 3 of this Schedule 13D/A is incorporated herein by reference.

 

(d)	The Reporting Person confirms that, except as described herein, he is not aware of any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock of the Issuer beneficially owned by him.

 

(e)	Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The responses to Item 3 and Item 4 of this Schedule 13D/A are incorporated herein by reference.

Other than as described in this Schedule 13D/A, there are no contracts, arrangements, understandings, or relationships between the Reporting Person and any other person with respect to the securities of the Issuer.

Item 7.

Materials to be Filed as Exhibits.

Exhibit 1    Purchase Agreement by and between Fuse Medical, Inc. and NC 143 Family Holdings, LP dated December 15, 2017 (previously filed as Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the SEC on December 20, 2017).

Exhibit 2    Form of Restricted Stock Award for Board Compensation (previously filed as Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the SEC on October 10, 2017).

EXHIBITS

 

Exhibit     No.		Description
1		Purchase Agreement by and between Fuse Medical, Inc. and NC 143 Family Holdings, LP dated December 15, 2017 (previously filed as Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the SEC on December 20, 2017).
2		Form of Restricted Stock Award for Board Compensation (previously filed as Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the SEC on October 10, 2017).

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.