Filed Pursuant to Rule 424(b)(3)
Registration No. 333-229498
PROSPECTUS SUPPLEMENT NO. 13
(to Prospectus dated March 8, 2019)
REPRO MED SYSTEMS, INC.
11,101,697 shares of common stock
This prospectus supplement No. 13 supplements and amends the prospectus dated March 8, 2019, as supplemented by prospectus supplement No. 1, dated April 29, 2019, as further supplemented by prospectus supplement No. 2, dated May 7, 2019, prospectus supplement No. 3, dated May 8, 2019, prospectus supplement No. 4, dated June 27, 2019, prospectus supplement No. 5, dated July 2, 2019, prospectus supplement No. 6, dated August 7, 2019, prospectus supplement No. 7, dated September 4, 2019, prospectus supplement No. 8, dated October 1, 2019, prospectus supplement No. 9, dated October 14, 2019, prospectus supplement No. 10, dated October 23, 2019, prospectus supplement No. 11 dated November 5, 2019 and prospectus supplement No. 12 dated November 6, 2019 (collectively, 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 November 14, 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 NASDAQ Capital Market under the symbol “KRMD.” The closing price of our common stock as reported on the NASDAQ Capital Market on November 13, 2019, was $4.26.
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 November 14, 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) November 12, 2019
REPRO MED SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New York | 0-12305 | 13-3044880 |
(State or other jurisdiction | (Commission | (IRS Employer |
24 Carpenter Road, Chester, New York | 10918 |
(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 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. [_]
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, $0.01 par value | KRMD | NASDAQ Capital Market |
ITEM 8.01 OTHER EVENTS.
As previously reported in reports filed under the Securities Exchange Act of 1934, as amended, by Repro Med Systems, Inc. d/b/a KORU Medical Systems (the “Company’), in connection with dismissal of the case involving alleged infringement by the Company of EMED Technologies Corporation’s (“EMED”) U.S. Patent 9,808,576 (“SDNY ‘576 matter”), the Company had submitted a Bill of Costs for approximately $1,500 and moved the United States District Court for the Southern District of New York to declare the case exceptional and for recovery of its attorney fees and expenses of at least $1.16 million.
The Company is filing this Current Report on Form 8-K to report that, on November 12, 2019, a United States District Court Magistrate Judge for the Southern District of New York issued a Report and Recommendation that the Company’s motion to declare the patent infringement case exceptional and recoup attorneys’ fees and expenses from EMED should be granted in the amount of $1,012,527.67.
The Report and Recommendation of the Magistrate Judge is not a final decision and will be reviewed, along with any potential objections raised by EMED, by the District Judge for the United States District Court for the Southern District of New York. The Company believes that the District Judge will confirm the Report and Recommendation of the Magistrate Judge, although there can be no assurances as to the outcome or timing.
Forward-Looking Statements
The statements contained herein include prospects, statements of future expectations and other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management's current views and assumptions and involve known and unknown risks and uncertainties, identified by words such as “believes”. Actual results, performance or events may differ materially from those expressed or implied in such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include actual outcome of judicial review and other risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K, which filings are available from the SEC and the Company’s website. The Company undertakes no obligation to update any forward-looking statements.
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.
| REPRO MED SYSTEMS, INC. | |
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Date: November 14, 2019 | By: | /s/ Karen Fisher |
| Karen Fisher | |
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