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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/20/17 Fuse Medical, Inc. 10-K 12/31/16 64:5.8M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 609K
2: EX-10.31 Material Contract HTML 30K
3: EX-10.32 Material Contract HTML 29K
4: EX-10.33 Material Contract HTML 29K
5: EX-10.50 Material Contract HTML 79K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
15: R1 Document and Entity Information HTML 47K
16: R2 Consolidated Balance Sheets HTML 85K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K
18: R4 Consolidated Statements of Operations HTML 52K
19: R5 Consolidated Statements of Operations HTML 21K
(Parenthetical)
20: R6 Consolidated Statement of Changes in Stockholders' HTML 52K
Equity
21: R7 Consolidated Statements of Cash Flows HTML 113K
22: R8 Nature of Operations and Going Concern HTML 30K
23: R9 Significant Accounting Policies HTML 60K
24: R10 Property and Equipment HTML 56K
25: R11 Notes Payable HTML 22K
26: R12 Notes Payable - Related Parties HTML 47K
27: R13 Commitments and Contingencies HTML 43K
28: R14 Stockholders' Equity HTML 116K
29: R15 Income Taxes HTML 137K
30: R16 Concentrations HTML 78K
31: R17 Related Party Transactions HTML 34K
32: R18 Significant Accounting Policies (Policies) HTML 112K
33: R19 Significant Accounting Policies (Tables) HTML 26K
34: R20 Property and Equipment (Tables) HTML 52K
35: R21 Notes Payable - Related Parties (Tables) HTML 43K
36: R22 Commitments and Contingencies (Tables) HTML 32K
37: R23 Stockholders' Equity (Tables) HTML 101K
38: R24 Income Taxes (Tables) HTML 138K
39: R25 Concentrations (Tables) HTML 82K
40: R26 Nature of Operations and Going Concern (Details HTML 58K
Narrative)
41: R27 Significant Accounting Policies (Details HTML 33K
Narrative)
42: R28 Significant Accounting Policies - Estimated Useful HTML 29K
Lives of Assets (Details)
43: R29 Property and Equipment (Details) HTML 39K
44: R30 Property and Equipment (Details Narrative) HTML 37K
45: R31 Notes Payable (Details Narrative) HTML 37K
46: R32 Notes Payable - Related Parties (Details HTML 64K
Narrative)
47: R33 Notes Payable - Related Parties (Details) HTML 34K
48: R34 Notes Payable - Related Parties (Parenthetical) HTML 30K
(Details)
49: R35 Commitments and Contingencies (Details Narrative) HTML 81K
50: R36 Commitments and Contingencies - Summary of HTML 27K
Operating Leases (Details)
51: R37 Stockholders' Equity (Details Narrative) HTML 163K
52: R38 Stockholders' Equity - Summary of Compensation HTML 32K
Expense for Stock Options Granted to Employees
(Details)
53: R39 Stockholders' Equity - Summary of Stock Option HTML 54K
Activity (Details)
54: R40 Income Taxes - Components of Income Tax Expense HTML 44K
(Benefit) (Details)
55: R41 Income Taxes - Significant Components of Deferred HTML 51K
Income Tax Assets and Liabilities (Details)
56: R42 Income Taxes (Details Narrative) HTML 27K
57: R43 Income Taxes - Reconciliation of Income Tax HTML 33K
Computed at U.S. Statutory Rate to Effective
Income Tax Rate (Details)
58: R44 Concentrations - Significant Customers with HTML 29K
Individual Percentage of Total Revenues Equaling
10% or Greater (Details)
59: R45 Concentrations - Significant Customers with HTML 33K
Concentration of Accounts Receivable Representing
10% or Greater of Accounts Receivable (Details)
60: R46 Concentrations - Significant Suppliers Represented HTML 32K
10% or Greater of Goods Purchased (Details)
61: R47 Related Party Transactions (Details Narrative) HTML 121K
63: XML IDEA XML File -- Filing Summary XML 109K
62: EXCEL IDEA Workbook of Financial Reports XLSX 63K
9: EX-101.INS XBRL Instance -- fzmd-20161231 XML 1.23M
11: EX-101.CAL XBRL Calculations -- fzmd-20161231_cal XML 127K
12: EX-101.DEF XBRL Definitions -- fzmd-20161231_def XML 394K
13: EX-101.LAB XBRL Labels -- fzmd-20161231_lab XML 887K
14: EX-101.PRE XBRL Presentations -- fzmd-20161231_pre XML 729K
10: EX-101.SCH XBRL Schema -- fzmd-20161231 XSD 130K
64: ZIP XBRL Zipped Folder -- 0001564590-17-004799-xbrl Zip 110K
Exhibit 10.32
THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) AND THE SHARES UNDERLYING THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE APPLICABLE OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXISTS.
AMENDED AND RESTATED PROMISSORY NOTE
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$50,000.00 |
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FOR VALUE RECEIVED, the undersigned, Fuse Medical, Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of Reeg Medical Industries, Inc., a Texas limited liability company, or its assigns (“Payee”), at 3024 Westminster Avenue, Dallas, Texas 75205, the principal amount of Fifty Thousand and no/100 Dollars ($50,000.00), together with interest at a rate per annum equal to ten percent (10%). Interest payable under this Note shall be computed on the basis of a 365-day year and actual days elapsed. All past due principal shall bear interest from the date of maturing thereof at a rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate of interest permitted from time to time by applicable law.
All unpaid principal and interest shall be due and payable, upon the demand of Payee, at any time on or after the earlier of: (i) December 31, 2016; or (ii) the closing of that certain Securities Purchase Agreement contemplated to be executed by and between Maker and an affiliate of Payee for the purchase of shares of common stock of Maker that will, upon issuance, represent a majority of the then issued and outstanding common stock of Maker. Notwithstanding anything herein to the contrary, on or after January 16, 2017, Payee, at Payee’s sole and absolute discretion, by providing written notice to Maker, shall have the right to convert all or any portion of the then unpaid principal and interest balance of this Note into common stock of the Maker at a conversion price equal to $0.08 per share of common stock, subject to proportional increase or decrease, as applicable, for any combination or stock split.
Maker, and each surety, endorser, guarantor, and, other party now or hereafter liable for the payment of any sums of money payable on this Note, jointly and severally waive presentment, demand for payment, protest, demand for past due payments, notice of intention to accelerate, notice of nonpayment, diligence in enforcement, and any and all other notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note, and expressly consent and agree that their liability on this Note shall not be affected at any time, whether before or after maturity, by any indulgence, or any partial payments, renewals, or extensions hereof (whether one or more), or any release or discharge of any person against whom any such party may have a right of recourse, regardless of whether the holder hereof expressly reserves any rights against any such party.
All amounts payable hereunder by the Maker shall be payable to the Payee at the address set forth above or at such other place as the Payee or the holder hereof may, from time to time, indicate in writing to the Maker, and shall be made by the Maker in lawful money of the United States by check or in cash at such place of payment.
This Note may be prepaid in whole or in part at any time and from time to time without premium or penalty. Any partial prepayments shall be applied first to any accrued but unpaid interest and then to the outstanding principal installments in inverse order of maturity.
If any payment required to be made hereunder becomes due and payable on a non-business day, the maturity thereof shall extend to the next business day and interest shall be payable at the rate applicable thereto during such extension. The term “business day” shall mean a calendar day excluding Saturdays, Sundays or other days on which banks in the State of Texas are required or authorized to remain closed.
If this Note is placed in the hands of an attorney for collection, Maker agrees to pay attorneys’ fees and costs and expenses of collection, including but not limited to court costs.
Upon either: (i) the failure of prompt and timely payment when due of any installment of principal or interest under this Note; (ii) the occurrence of any default or failure to perform any covenant, agreement or obligation under any document, instrument, or agreement evidencing security for this Note or under any other agreement between Maker and Payee; or (iii) the commencement of any proceeding under any bankruptcy, insolvency, or debtor relief law against Maker, then the holder hereof, at its option, may declare the entire unpaid balance of principal and accrued interest hereunder to be immediately due and payable.
AMENDED AND RESTATED PROMISSORY NOTE - Page 1
This Note shall be governed by and construed in accordance with the laws of the State of Texas and applicable laws of the United States.
In no contingency or event whatsoever shall the amount paid or agreed to be paid by Maker, received by Payee, or requested or demanded to be paid by Maker exceed the maximum amount permitted by applicable law. In the event any such sums paid to Payee by Maker would exceed the maximum amount permitted by applicable law, Payee shall automatically apply such excess to the unpaid principal amount of this Note or, if the amount of such excess exceeds the unpaid principal amount of this Note, such excess automatically shall be applied by Payee to the unpaid principal amount of other indebtedness, if any, owed by Maker to Payee, or if there be no such other indebtedness, such excess shall be paid to Maker. All sums paid or agreed to be paid by Maker, received by Payee, or requested or demanded to be paid by Maker which are or hereafter may be construed to be or in respect of compensation for the use, forbearance, or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, spread and allocated throughout the full term of all indebtedness of Maker to Payee, to the end that the actual rate of interest hereon shall never exceed the maximum rate of interest permitted from time to time by applicable law.
This Note amends, restates and supersedes in its entirety that certain Promissory Note dated August 23, 2016 made by Maker and payable to Payee in the original principal amount of Fifty Thousand and 00/100 Dollars ($50,000.00) (the “Original Note”), the original of which shall be promptly returned to Maker. This Note shall hereafter constitute evidence of but one debt and the terms, covenants, agreements, rights, obligations and conditions contained in this Note shall supersede in their entirety all of the terms, covenants, agreements, rights, obligations and conditions of the Original Note.
NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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FUSE MEDICAL, INC., |
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a Delaware corporation |
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By: |
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/s/ David Hexter |
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David Hexter, CFO |
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AMENDED AND RESTATED PROMISSORY NOTE - Page 2
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/20/17 | |||
| 1/16/17 | ||||
| For Period end: | 12/31/16 | |||
| 10/19/16 | ||||
| 8/23/16 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/14/23 Fuse Medical, Inc. 10-K 12/31/22 74:8.7M ActiveDisclosure/FA 3/31/22 Fuse Medical, Inc. 10-K 12/31/21 72:8.6M ActiveDisclosure/FA 3/31/21 Fuse Medical, Inc. 10-K 12/31/20 72:7.1M ActiveDisclosure/FA |