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): June 26, 2023 (June 23, 2023)
FUSE MEDICAL, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 000-10093 | 59-1224913 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
1565 North Central Expressway Suite 220 Richardson, Texas | | 75080 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (469) 862-3030
Not Applicable
(Former Name or Former Address, 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 Instructions A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock | | FZMD | | OTCPink |
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. ☐
Item 5.07 Submission of Matter to a Vote of Security Holders
On June 23, 2023, Fuse Medical, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of common stock eligible to vote as of the record date, April 25, 2023, was 73,895,794 and, pursuant to the Company’s Bylaws, 36,947,898 shares were required to be present or represented at the Annual Meeting to constitute a quorum. The total number of shares of common stock present or represented at the Annual Meeting was 64,521,761, and a quorum therefore existed.
At the Annual Meeting:
| 1. | Election of Board of Directors. The following persons were elected as directors of the Company for a one-year term expiring at the 2024 Annual Meeting of Stockholders with the following vote: |
Name | Votes For | Votes Against | Votes Withheld | Broker
Non-Votes |
| Renato V. Bosita, Jr., MD | 63,087,944 | 61,351 | 2 | 1,372,464 |
| Mark W. Brooks | 63,132,848 | 16,447 | 2 | 1,372,464 |
| Lawrence S. Yellin | 63,091,848 | 57,447 | 2 | 1,372,464 |
| Christopher C. Reeg | 63,132,854 | 16,441 | 2 | 1,372,464 |
| 2. | Ratification of the Selection of M&K CPAS, PLLC (M&K). The selection of M&K to act as an independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified by a vote of (i) 64,474,346 in favor, (ii) 47,224 against, and (iii) 191 abstaining. |
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.
| | | Fuse Medical, Inc. |
| | | | |
| Date: June 26, 2023 | | By: | /s/ Christopher C. Reeg |
| | | | Christopher C. Reeg, |
| | | | Chief Executive Officer and Director |
