SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

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

(214) 289-9914

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

November 17, 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 204.13d-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 remainder of the 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 page 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. 36113U101

(1)	Names of Reporting Persons MARK W. BROOKS
(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) PF
(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 6,296,917(1)
		(8)	Shared Voting Power 6,792,978(2)
		(9)	Sole Dispositive Power 6,296,917(1)
		(10)	Shared Dispositive Power 0
(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 13,089,895(2)
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)  ☐
(13)	Percent of Class Represented by Amount in Row (11) 71.0%(3)
(14)	Type of Reporting Person (see Instructions) IN

(1) These securities are directly owned by NC 143 Family Holdings, LP, a Texas limited partnership (“NC 143”). Mark W. Brooks (the “Reporting Person”) is the sole trustee of Medtech Family Trust dated October 1, 2014, the sole manager of NC 143 Family Holdings GP LLC, 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. Includes 5,000,000 shares of Common Stock issued and outstanding as of the date of this report and 1,296,917 shares of Common Stock that NC 143 will have the right to acquire on January 16, 2017 upon the conversion of certain outstanding convertible promissory notes of the Issuer.

(2) Includes 6,792,978 shares of Common Stock that other parties to a Voting Agreement dated December 19, 2016, own or have the right to acquire within 60 days of the date of this report, as described in Item 5 in the attached Schedule 13D. The Reporting Person and such other parties may be deemed to be members of a “group” within the meaning of Rule 13d-5(b)(1). The Reporting Person disclaims beneficial ownership of all shares owned by the members of such group other than the shares that NC 143 owns of record or has the right to acquire as described in footnote (1) above.

(3) Percentage of class based on 18,437,725 total outstanding shares of Common Stock of the Issuer as of December 19, 2016, calculated in accordance with Rule 13d-3(d).

Item 1. Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Fuse Medical, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 1300 Summit Ave., Suite 670, Fort Worth, Texas 76102.

Item 2. Identity and Background.

(a) This statement is filed by Mark W. Brooks (the “Reporting Person”) who 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 Family Holdings, LP, a Texas limited partnership (“NC 143”).

(b) The principal business address of the Reporting Person is 1565 North Central Expressway, 2nd Floor, Richardson, Texas 75080.

(c) The Reporting Person’s present principal occupation or employment is serving as Chief Executive Officer of CPM Medical Consultants, LLC, a privately-owned national distributor of medical devices and regenerative tissue, and Chairman of the board of directors of the Issuer (the “Board”). The address of CPM Medical Consultants, LLC, is 1565 North Central Expressway, 2nd Floor, Richardson, TX 75080.

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

(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a 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.

The Issuer issued to NC 143 that certain Amended and Restated Promissory Note, dated October 19, 2016, in the principal amount of $50,000 (“NC 143 Note #1”) and that certain Promissory Note, dated October 19, 2016, in the principal amount of $50,000 (together with NC 143 Note #1, the “NC 143 Notes”) in exchange for short-term loans in an aggregate amount of $100,000. The NC 143 Notes became payable upon demand at any time from and after the closing of the transactions contemplated by the Stock Purchase Agreement (as defined below). Pursuant to the NC 143 Notes, NC 143 will have the right at any time on or after January 16, 2017 to convert all or any portion of the then unpaid principal and interest balance of the NC 143 Notes into shares of Common Stock of the Issuer at a conversion price of $0.08 per share. Accordingly, NC 143 will have the right to acquire 1,296,917 shares of Common Stock of the Issuer upon such conversion, based on the amount of principal and interest that will be outstanding under the NC 143 Notes on January 16, 2017, if the NC 143 Notes remain outstanding on such date.

The foregoing description of the NC 143 Notes is qualified in its entirety by reference to the full text of the NC 143 Notes, which are filed as Exhibits 5 and 6 hereto and incorporated herein by reference.

NC 143 entered into a Stock Purchase Agreement dated December 19, 2016 (the “Stock Purchase Agreement”) with the Issuer and Reeg Medical Industries, Inc., a Texas corporation (“Reeg Medical”), pursuant to which the Issuer issued and sold 5,000,000 shares of Common Stock to NC 143 for a purchase price of $400,000, or $.08 per share, and 4,000,000 shares of Common Stock to Reeg Medical for a purchase price of $320,000, or $.08 per share, on that date. The Stock Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties.

The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is filed as Exhibit 1 hereto and attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2016, and is incorporated herein by reference.

The source of funds for the acquisition of the NC 143 Notes and the shares of Common Stock purchased by NC 143 pursuant to the Stock Purchase Agreement was the personal funds of the Reporting Person and NC 143.

Item 4. Purpose of Transaction.

The information set forth in Item 3 above regarding the Reporting Person’s acquisition of and right to acquire Common Stock pursuant to the Stock Purchase Agreement and the NC 143 Notes is incorporated by reference into 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.

In connection with the closing of the transactions contemplated by the Stock Purchase Agreement, NC 143 entered into a Voting Agreement dated as of December 19, 2016 (the “Voting Agreement”), by and among the Company, NC 143, Reeg Medical, Christopher Pratt, D.O. (“Pratt”) and Robert Donehew (“Donehew,” and collectively with NC 143, Reeg Medical and Pratt, the “Voting Group”), pursuant to which each member of the Voting Group, in their capacities as stockholders of the Issuer, agreed, among other things, to vote all securities of the Issuer owned by it, or over which such stockholder has voting control, to cause the size of Board to be increased to five members, and to cause three persons designated by NC 143 and Reeg Medical and two persons designated by Pratt and Donehew to be elected as directors of the Issuer. The Voting Agreement has a term ending on June 15, 2017, subject to earlier termination in certain circumstances. Thus, the Reporting Person has agreed to act in concert with Reeg Medical and its controlling person, Christopher C. Reeg (“Reeg”), Pratt and Donehew with respect to the voting of the shares of Common Stock owned and controlled by the members of the Voting Group for the purposes set forth in the Voting Agreement, and the members of the Voting Group may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and Rule 13d-5(b)(1) thereunder. The Voting Group and each member thereof may be deemed to beneficially own the 13,089,895 shares of Common Stock covered by this Schedule 13D, as described in Item 5 below. Reeg, Pratt and Donehew have each filed a separate Schedule 13D with respect to their respective beneficial interests in the Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of all shares of Common Stock owned by the members of the Voting Group other than the 6,296,917 shares that NC 143 owns of record or has the right to acquire as described in Item 3.

The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as Exhibit 2 hereto and attached as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2016, and is incorporated herein by reference.

In addition, in connection with the closing of the transactions contemplated by the Stock Purchase Agreement, the Bylaws of the Issuer were amended to provide that (i) a quorum for action of the Board shall require at least sixty percent (60%) of the directors then serving on the Board; (ii) approval for a change in the size of the Board shall require an eighty percent (80%) vote of the directors serving on the Board (a “Director Super Majority”); (iii) approval for any new issuance of the Company’s securities to the Voting Group or any of their affiliates or family members shall require a Director Super Majority; (iv) approval for filling any vacancies and newly created directorships resulting from any increase in the size of the Board shall require a Director Super Majority; and (v) approval for all other action to be taken by the Board shall require the approval of at least sixty percent (60%) of the directors then serving on the Board.

The foregoing description of the amendment to the Bylaws of the Issuer (the “Amendment”) is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3 hereto and attached as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2016, and is incorporated herein by reference.

In addition, in connection with the closing of the transactions contemplated by the Stock Purchase Agreement, effective as of December 19, 2016, the Board appointed Reeg as Chief Executive Officer of the Issuer and the Reporting Person as Chairman of the Board, and the Board elected the Reporting Person, Reeg and William E. McLaughlin, III to be members of the Board. Those three persons were designated for election to the Board by NC 143 and Reeg Medical pursuant to the Voting Agreement. Effective as of that same date, Pratt resigned as Chief Executive Officer and Donehew resigned as Chief Operating Officer and Chairman of the Board of the Issuer, and Rusty Shelton and Randall L. Dei resigned as directors of the Issuer. Pratt and Donehew remain directors of the Issuer.

The Reporting Person may in the future seek to cause the Issuer to implement certain changes in the capitalization of the Issuer, which may include, for example, a reverse stock split or similar transaction. The Reporting Person does not have any definite plans regarding any such transaction as of the date of this Schedule 13D.

Except as described above, the Reporting Person does not have, as of the date of this Schedule 13D, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Person may be deemed to beneficially own an aggregate of 13,089,895 shares of Common Stock of the Issuer, consisting of (i) 5,000,000 issued and outstanding shares of Common Stock acquired under the Stock Purchase Agreement and held of record by NC 143, (ii) 1,296,917 shares of Common Stock that NC 143 will have the right to acquire on January 16, 2017 upon the conversion of the NC 143 Notes, (iii) 4,000,000 issued and outstanding shares of Common Stock acquired under the Stock Purchase Agreement and held of record by Reeg Medical, (iv) 650,000 shares of Common Stock that Reeg Medical will have the right to acquire on January 16, 2017 upon the conversion of that certain Amended and Restated Promissory Note, dated October 19, 2016, in the principal amount of $50,000 (the “Reeg Note”), (v) 1,175,476 issued and outstanding shares of Common Stock held directly or indirectly by Pratt, (vi) 300,000 shares of Common Stock that Pratt has the right to acquire pursuant to the exercise of outstanding stock options, (vii) 367,502 issued and outstanding shares of Common Stock held directly or indirectly by Donehew, and (viii) 300,000 shares of Common Stock that Donehew has the right to acquire pursuant to the exercise of outstanding stock options. The information regarding the number of shares of Common Stock that Reeg Medical, Pratt and Donehew own and have the right to acquire has been provided to the Reporting Person by Reeg Medical, Pratt and Donehew, respectively.

The Voting Group and each member thereof may be deemed to beneficially own the 13,089,895 shares of Common Stock described in the preceding paragraph. Such shares represent approximately 71.0% of the 18,437,725 outstanding shares of Common Stock of the Issuer calculated in accordance with Rule 13d-3(d) based on the number of shares issued and outstanding on the date of this Schedule 13D and the number of shares that members of the Voting Group have the right to acquire within 60 days hereof. The number of shares of Common Stock issued and outstanding on the date hereof is based on 6,890,808 total outstanding shares of Common Stock of the Issuer as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 14, 2016, plus 9,000,000 shares of Common Stock of the Issuer issued to NC 143 and Reeg Medical pursuant to the Stock Purchase Agreement.

(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 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 the 6,296,917 shares of Common Stock that NC 143 owns directly or will have the right to acquire pursuant to the conversion of the NC 143 Notes, and shared voting power with respect to the remaining 6,792,978 shares of Common Stock beneficially owned by the other members of the Voting Group. The Reporting Person does not have shared dispositive power with respect to any shares. The 6,296,917 shares with respect to which the Reporting Person has sole voting and dispositive power constitute 36.6% of the outstanding Common Stock of the Issuer, calculated in accordance with Rule 13d-3(d).

Based on information provided to the Reporting Person by the other members of the Voting Group, the Reporting Person believes that such members have the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock covered by this Schedule 13D as follows:

Reeg has sole voting and dispositive power with respect to the 4,650,000 shares of Common Stock that Reeg Medical owns directly or will have the right to acquire pursuant to the conversion of the Reeg Note, shared voting power with respect to the remaining 8,439,895 shares of Common Stock beneficially owned by the other members of the Voting Group and no shared dispositive power with respect to any shares.

Pratt has sole voting and dispositive power with respect to the 1,475,476 shares of Common Stock that he owns directly or indirectly or has the right to acquire pursuant to the exercise of outstanding stock options, shared voting power with respect to the remaining 11,614,419 shares of Common Stock beneficially owned by the other members of the Voting Group and no shared dispositive power with respect to any shares.

Donehew has sole voting and dispositive power with respect to the 667,502 shares of Common Stock that he owns directly or indirectly or has the right to acquire pursuant to the exercise of outstanding stock options, shared voting power with respect to the remaining 12,422,393 shares of Common Stock beneficially owned by the other members of the Voting Group and no shared dispositive power with respect to any shares.

(c) On December 10, 2016, the Issuer granted an option to Pratt covering 300,000 shares of Common Stock and an option to Donehew covering 300,000 shares of Common Stock, in each case exercisable from and after the date of grant at an exercise price of $0.11 per share. Each of Pratt and Donehew was a director and executive officer of the Issuer at the time such options were granted. Except for such option grants and the transactions described in Item 3 and Item 4, the Reporting Person has not effected, and to the Reporting Person’s knowledge no other member of the Voting Group has effected, any transactions in shares of Common Stock during the 60 days preceding the date hereof.

(d) Except as otherwise described herein, no person other than the Reporting Person and the other members of the Voting Group has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported on this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

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

In connection with the transactions contemplated by the Stock Purchase Agreement, the Issuer entered into an Amended and Restated Registration Rights Agreement dated as of December 19, 2016 with NC 143 and Reeg Medical (the “A&R Registration Rights Agreement”), which superseded that certain Registration Rights Agreement, dated May 28, 2014, by and among the Issuer and certain other stockholders of the Issuer. Stockholders of the Issuer who had continuing rights under such prior Registration Rights Agreement waived and agreed to terminate those rights in connection with the closing of the transactions under the Stock Purchase Agreement. The A&R Registration Rights Agreement provides, among other things, that NC 143 and Reeg Medical may require the Issuer to register on Form S-1 under the Securities Act of 1933, as amended, any or all of the shares of Common Stock of the Issuer issued to NC 143 and Reeg Medical in connection with the Stock Purchase Agreement. NC 143 and Reeg Medical also have the right to require the Issuer to file an unlimited number of registration statements on Form S-3, once the Issuer becomes eligible to use such form, covering registrable shares of Common Stock owned by NC 143 and Reeg Medical and to exercise “piggyback” rights to include their registrable shares in registration statements filed by the Issuer for its own account or for the account of any other stockholders.

The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by reference to the full text of the A&R Registration Rights Agreement, which is filed as Exhibit 4 hereto and attached as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2016, and is incorporated herein by reference.

Other than as described in this Schedule 13D, 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. Material to be Filed as Exhibits.

Exhibit 1	Stock Purchase Agreement, dated as of December 19, 2016, by and among Fuse Medical, Inc., Reeg Medical Industries, Inc. and NC 143 Family Holdings, LP (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2016, and incorporated by reference herein).
Exhibit 2	Voting Agreement, dated as of December 19, 2016, by and among Fuse Medical, Inc., Christopher Pratt, Robert Donehew, Reeg Medical Industries, Inc. and NC 143 Family Holdings, LP (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2016, and incorporated by reference herein).
Exhibit 3	Amendment No. 1 to the Bylaws of Fuse Medical, Inc. (filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2016, and incorporated by reference herein).
Exhibit 4	Amended and Restated Registration Rights Agreement, dated as of December 19, 2016, by and among Fuse Medical, Inc., Reeg Medical Industries, Inc. and NC 143 Family Holdings, LP (filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2016, and incorporated by reference herein).
Exhibit 5	Amended and Restated Promissory Note, dated October 19, 2016, made by the Issuer in favor of NC 143 Family Holdings, LP.
Exhibit 6	Promissory Note, dated October 19, 2016, made by the Issuer in favor of NC 143 Family Holdings, LP.

SIGNATURES

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

Dated: December 29, 2016

/s/ Mark W. Brooks

MARK W. BROOKS

EX-99.5

Exhibit 5

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

$50,000.00 October 19, 2016

FOR VALUE RECEIVED, the undersigned, Fuse Medical, Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of NC 143 Family Holdings, LP, a Texas limited partnership, or its assigns (“Payee”), at 1565 North Central Expressway, 2nd Floor, Richardson, Texas 75080, 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.

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.

AMENDED AND RESTATED PROMISSORY NOTE - Page 2

This Note amends, restates and supersedes in its entirety that certain Promissory Note dated July 15, 2016 made by Maker and payable to Mark Brooks 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.

FUSE MEDICAL, INC.,
a Delaware corporation
By:	/s/ David Hexter
	David Hexter, CFO

AMENDED AND RESTATED PROMISSORY NOTE - Page 3

EX-99.6

Exhibit 6

THIS 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.

PROMISSORY NOTE

$50,000.00 October 19, 2016

FOR VALUE RECEIVED, the undersigned, Fuse Medical, Inc., a Delaware corporation (“Maker”), hereby promises to pay to the order of NC 143 Family Holdings, LP, a Texas limited partnership, or its assigns ( “Payee”), at 1565 North Central Expressway, 2nd Floor, Richardson, Texas 75080, 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.

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.

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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.

FUSE MEDICAL, INC.,
a Delaware corporation
By:	/s/ David Hexter
	David Hexter, CFO

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