SELLING STOCKHOLDERS
The Shares being offered by the selling stockholders pursuant to
this prospectus were purchased by the selling stockholders from other existing stockholders in a private placement transaction
pursuant to a Common Stock Purchase Agreement dated as of December 17, 2018 among us, the selling stockholders and the existing
stockholders. We have agreed, at our expense, to register all of the Shares for resale by the selling stockholders under the Securities
Act. Except as indicated below, the selling stockholders have not had any material relationship with us within the past three years.
The selling stockholders are under no obligation to sell all or any portion of the Shares offered, nor are the selling stockholders obligated to sell such Shares immediately under this prospectus. Because each selling stockholder may sell all, some or none of the Shares that the selling stockholder holds, no estimate can be given as to the number of shares of our common stock that will be held by the selling stockholder upon termination of the offering.
The table below lists the selling stockholders and other information
regarding the beneficial ownership of the shares of our common stock by the selling stockholders. As used in this prospectus, the
term “selling stockholder” includes the selling stockholders named below and any donees, pledgees, transferees or other
successors in interest selling shares received after the date of this prospectus from the selling stockholders as a gift, pledge,
or other non-sale related transfer. The first column lists the number of shares of our common stock beneficially owned by the selling
stockholders, based on their respective ownership of shares of our common stock as of March 4, 2020. The third column lists the
shares of our common stock being offered under this prospectus by each selling stockholder. The fourth column lists the number
of shares of our common stock that will be beneficially owned by each selling stockholder following the offering, assuming the
sale of all of the Shares offered pursuant to this prospectus.
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Name of Selling Stockholder
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Number of Shares Beneficially Owned Before Offering
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Percentage of Shares Beneficially Owned Before Offering
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Number of Shares Being Offered
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Number of Shares Beneficially Owned After Offering
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Percentage of Shares Beneficially Owned After Offering
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Horton Freedom, L.P. (1)
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3,283,593
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8.3%
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3,201,697
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81,896
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*
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First Asset Management, LLC(2)
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7,225,311
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18.2%
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6,800,000
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425,311
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1%
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*Less than 1%.
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(1)
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Based upon a Schedule 13D/A filed
with the Securities and Exchange Commission on January 29, 2020, Horton
Freedom, L.P., a Delaware limited partnership (“HFF”), owns directly, and has shared voting and investment power over,
3,283,593 shares. Pursuant to investment management agreements, Horton Capital Management, LLC, a Delaware limited liability company
(“HCM”), maintains investment and voting power with respect to the shares held by HFF. Horton Capital Partners, LLC,
a Delaware limited liability company (“HCP”), is the general partner of HFF. Joseph M. Manko, Jr. is the managing member
of both HCM and HCP. By reason of the provisions of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended,
each of HCM, HCP and Mr. Manko may be deemed to beneficially own the shares held by HFF. Mr. Manko has served as a director of
the Company since May 2016.
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(2)
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Based upon a Schedule 13G/A filed
on February 14, 2020 with the Securities and Exchange Commission and additional information provided to us by First Light Asset
Management, LLC, a Delaware limited liability company (the “Manager”), First Light Focus Fund, LP, a Delaware limited
partnership (the “Fund”), is the direct holder of 7,225,311 shares. First Light Focus Fund GP, LLC, a Delaware limited
liability company (the “General Partner”), may be deemed to be a beneficial owner of these shares because it is the
sole general partner of the Fund. The Manager, may be deemed to be a beneficial owner of these shares because it acts as investment
adviser to the Fund. Mathew P. Arens may also be deemed to be the beneficial owner of these shares because he controls the Manager
in his position as the managing member and majority owner of the Manager. The Manager is an investment adviser registered under
Section 203 of the Investment Adviser Act of 1940. Each of the Fund, the General Partner, the Manager and Mr. Arens has shared
voting and investment power with respect to, and may be deemed to be the beneficial owner of the shares held by the Manager.
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PLAN OF DISTRIBUTION
We are registering for resale by the selling shareholders and
certain transferees a total of 10,001,697 shares of common stock, all of which shares are issued and outstanding. We will
not receive any of the proceeds from the sale by the selling shareholders of the shares of common stock. We will bear all
fees and expenses incident to our obligation to register the shares of common stock. If the shares of common stock are sold
through broker-dealers or agents, the selling shareholder will be responsible for any compensation to such broker-dealers or
agents.
The selling shareholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus.
The selling shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The selling shareholders will sell their shares of common stock subject to the following:
• all of a portion of the shares of common stock beneficially owned by the selling shareholders or their perspective pledgees, donees, transferees or successors in interest, may be sold on the OTC Bulletin Board Market, any national securities exchange or quotation service on which the shares of our common stock may be listed or quoted at the time of sale, in the over-the counter market, in privately negotiated transactions, through the writing of options, whether such options are listed on an options exchange or otherwise, short sales or in a combination of such transactions;
• each sale may be made at market price prevailing at the time of such sale, at negotiated prices, at fixed prices or at carrying prices determined at the time of sale;
• some or all of the shares of common stock may be sold through one or more broker-dealers or agents and may involve crosses, block transactions or hedging transactions. The selling shareholders may enter into hedging transactions with broker-dealers or agents, which may in turn engage in short sales of the common stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of common stock short and deliver shares of common stock to close out short positions or loan or pledge shares of common stock to broker-dealers or agents that in turn may sell such shares; and
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• in connection with such sales through one or more broker-dealers or agents, such broker-dealers or agents may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and may receive commissions from the purchasers of the shares of common stock for whom they act as broker-dealer or agent or to whom they sell as principal (which discounts, concessions or commissions as to particular broker-dealers or agents may be in excess of those customary in the types of transaction involved). Any broker-dealer or agent participating in any such sale may be deemed to be an “underwriter” within the meaning of the Securities Act and will be required to deliver a copy of this prospectus to any person who purchases any share of common stock from or through such broker-dealer or agent. We have been advised that, as of the date hereof, none of the selling shareholders have made any arrangements with any broker-dealer or agent for the sale of their shares of common stock.
The selling shareholder and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any profits realized by the selling shareholders and any commissions paid, or any discounts or concessions allowed to any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. In addition, any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus. A selling shareholder may also transfer, devise or gift the shares of common stock by other means not covered in this prospectus in which case the transferee, devisee or giftee will be the selling shareholder under this prospectus.
If required at the time a particular offering of the shares of common stock is made, a prospectus supplement or, if appropriate, a post-effective amendment to the shelf registration statements of which this prospectus is a part, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-deals or agents, any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.
Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.
The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
We will bear all expenses of the registration of the shares of common stock including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with the state securities or “blue sky” laws. The selling shareholders will pay all underwriting discounts and selling commissions and expenses, brokerage fees and transfer taxes, as well as the fees and disbursements of counsel to and experts for the selling shareholders, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreement or the selling shareholders will be entitled to contribution.
We will be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling shareholders for use in this prospectus, in accordance with the related securities purchase agreement or will be entitled to contribution. Once sold under this shelf registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.
EXPERTS
Our consolidated financial statements as of December 31, 2018 and
2019 and for the years then ended incorporated by reference in this prospectus have been audited by McGrail Merkel Quinn &
Associates, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing
and accounting.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with it, which means that
we can disclose important information to you by referring to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.
We incorporate by reference the following documents and all documents we file with the SEC pursuant to Section 13(a), 13(c), 14
or 15(d) pursuant to the Exchange Act on or after the date of this prospectus and prior to the termination of the offering under
this prospectus any prospectus supplement (other than, in each case, documents or information deemed to have been furnished and
not filed in accordance with SEC rules):
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 4,
2020; and
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the description of our common stock as set forth in our registration statement on Form 8-A (File No. 001-39086),
filed with the SEC on October 15, 2019, pursuant to Section 12(b) of the Exchange Act, including any subsequent amendments or reports
filed for the purpose of updating such description.
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Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or replaces
such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this prospectus, except
as so modified or superseded.
We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a copy
of this prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that
has been incorporated by reference in this prospectus, other than exhibits to such documents, unless such exhibits have been specifically
incorporated by reference thereto. Requests for such copies should be directed to our Chief Financial Officer, at the following
telephone number or address:
Repro Med Systems, Inc.
24 Carpenter Road
Chester, New York 10918
800-624-9600
AVAILABLE INFORMATION
We are filing with the SEC this post-effective amendment no. 1 to
registration statement on Form S-1 on Form S-3 under the Securities Act with respect to the common stock offered hereby. This prospectus,
which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement
and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC.
For further information regarding our common stock and our company, please review the registration statement, including exhibits,
schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document
filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not
necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such reference.
We file annual, quarterly, and current reports, proxy statements
and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at
www.sec.gov and on the investor relations page of our website at www.KORUmedical.com. Information on our web site
is not part of this prospectus. You may also read and copy any document we file with the SEC at its public reference facilities
at 100 F Street N.E., Washington, D.C. 20549. You can also obtain copies of the documents upon the payment of a duplicating fee
to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
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Dealer Prospectus Delivery Obligation
Until (*), all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation
to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.