424B3: Prospectus filed pursuant to Rule 424(b)(3)
Published on April 29, 2019
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-229498
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated March 8, 2019)
REPRO MED SYSTEMS, INC.
11,101,697 shares of common stock
This prospectus supplement No. 1 supplements and amends the prospectus dated March 8, 2019 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-229498). This prospectus supplement is being filed to update and supplement the information in the Prospectus with information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 26, 2019 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate solely to 11,101,697 shares of REPRO MED SYSTEMS, INC. common stock, par value $0.01 per share, which we refer to as our common stock, which may be offered for sale from time to time by the stockholders named under the heading “Selling Stockholders” in the Prospectus.
This prospectus supplement should be read in conjunction with the Prospectus, including any supplements or amendments thereto. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.
Our common stock is currently listed on the OTCQX under the symbol “REPR.” The closing price of our common stock as reported on the OTCQX on April 25, 2019, was $1.63.
Investing in our common stock involves risks, and you should not invest unless you can afford to lose your entire investment. See the section entitled “Risk Factors” beginning on page 5 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 29, 2019.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 23, 2019
REPRO MED SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
|
New York |
0-12305 |
13-3044880 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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24 Carpenter Road, Chester, New York |
10918 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code (845) 469-2042
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 Instruction 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))
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 MATTERS TO A VOTE OF SECURITY HOLDERS
Set forth below are the final voting results from the 2019 Annual Meeting of Shareholders of Repro Med Systems, Inc. (the “Company”) held on April 23, 2019: For more information on the following proposals, see the Company’s proxy statement for the 2019 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 8, 2019.
PROPOSAL 1: ELECTION OF DIRECTORS
The nominees for director set forth under “Nominees” below were elected to the Company’s board of directors.
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NUMBER OF SHARES |
||
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NOMINEES |
FOR |
WITHHELD |
BROKER NON-VOTE |
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Daniel S. Goldberger |
24,851,975 |
87,554 |
8,842,600 |
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Arthur J. Radin |
24,851,975 |
87,554 |
8,842,600 |
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David W. Anderson |
24,851,975 |
87,554 |
8,842,600 |
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Joseph M. Manko, Jr. |
23,952,275 |
987,254 |
8,842,600 |
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Robert T. Allen |
24,851,975 |
87,554 |
8,842,600 |
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James M. Beck |
24,851,975 |
87,554 |
8,842,600 |
|
Kathy S. Frommer |
24,851,975 |
87,554 |
8,842,600 |
PROPOSAL 2: ADVISORY VOTE - EXECUTIVE COMPENSATION
The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
|
Number of Shares |
23,698,056 |
126,423 |
1,115,050 |
8,842,600 |
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Company’s shareholders ratified the appointment of McGrail Merkel Quinn & Associates, P.C. as the Company’s independent registered public accountants for the 2019 fiscal year.
|
FOR |
AGAINST |
ABSTAIN |
|
Number of Shares |
33,466,289 |
39,232 |
276,608 |
PROPOSAL 4: APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE VOTES ON EXECUTIVE COMPENSATION
The Company’s shareholders approved, on an advisory basis, the frequency of future advisory votes on executive compensation of One Year. In light of such vote, the Company will include a shareholder vote on executive compensation in its proxy materials each year.
|
1 YEAR |
2 YEARS |
3 YEARS |
ABSTAIN |
BROKER NON-VOTE |
|
Number of Shares |
23,607,684 |
325,676 |
83,619 |
922,550 |
8,842,600 |
PROPOSAL 5: APPROVAL TO INCREASE THE MAXIMUM NUMBER OF SHARES THAT MAY BE AWARDED UNDER THE 2015 STOCK OPTION PLAN
The Company’s shareholders approved to increase the maximum number of shares that may be awarded under the 2015 Stock Option Plan from 4,000,000 to 6,000,000.
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
|
Number of Shares |
23,291,537 |
1,514,117 |
131,875 |
8,842,600 |
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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 hereunto duly authorized.
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REPRO MED SYSTEMS, INC. |
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|
|
|
|
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Date: April 26, 2019 |
By: |
/s/ Karen Fisher |
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|
Karen Fisher |
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