Item 1. Security and Issuer.
This statement relates to shares of common stock, par value $0.01 per share (“Common Stock”), of Repro Med Systems, Inc., a New York corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 24 Carpenter Road, Chester, NY 10918. Horton Capital Partners LLC, a Delaware limited liability company (“HCP”), Horton Capital Management, LLC, a Delaware limited liability company (“HCM”), and Joseph M. Manko, Jr. (“Mr. Manko”) filed Schedule 13G/A, Amendment No. 3, with the Securities and Exchange Commission (the “SEC”) on January 19, 2016 (“Schedule 13G/A”), to report their beneficial ownership of the shares of Common Stock of the Issuer. This Schedule 13D is being filed to update the information set forth in Schedule 13G/A.
Item 2. Identity and Background.
(a) This statement is filed by Horton Capital Partners Fund, LP, a Delaware limited partnership (“HCPF”), HCP, HCM, and Mr. Manko (Mr. Manko together with HCPF, HCP and HCM, the “Reporting Persons” and each a “Reporting Person”), with respect to shares of Common Stock of the Issuer.
(b) The address of the principal office of each Reporting Person is 1717 Arch Street, Suite 3920, Philadelphia, PA 19103. The managing member of HCP and HCM is Mr. Joseph M. Manko, Jr.
(c) The principal business of HCPF and HCP is purchasing, holding and selling securities for investment purposes. The principal business of HCM is serving as the investment manager of HCPF. HCP is the general partner of HCPF. The principal occupation of Mr. Manko is serving as the managing member of HCM and HCP.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been 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) Mr. Manko is a citizen of the United States of America.
Item 3. Source and Amounts of Funds or other Consideration.
On May 13, 2016, Mr. Manko was appointed to the Board of Directors of the Issuer. On June 1, 2016, September 1, 2016, December 1, 2016 and March 1, 2017, 22,994 shares of Common Stock were issued to HCPF, in the aggregate, in consideration for Mr. Manko’s services as Director (“Director Shares”). Except as set forth above, the shares of Common Stock acquired by the Reporting Persons after the date of filing of Schedule 13G/A (the “Shares”) were purchased with working capital of HCPF and HCM (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.
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Item 4. Purpose of Transaction.
Mr. Manko has been serving on the Board of Directors of the Issuer since May 13, 2016. Except for the Director Shares, the Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of such shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
The percentages used herein are calculated based upon 37,821,198 shares of Common Stock issued and outstanding as of May 5, 2017, pursuant to the Annual Report on Form 10-K filed by the Issuer with the SEC on May 5, 2017.
As of the close of business on May 22, 2017:
1. HCPF
(a) Amount beneficially owned: 5,004,846*
(b) Percent of class: 13.23%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 5,004,846*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 5,004,846*
2. HCP
(a) Amount beneficially owned: 5,004,846*
(b) Percent of class: 13.23%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 5,004,846*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 5,004,846 *
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3. HCM
(a) Amount beneficially owned: 5,880,361*
(b) Percent of class: 15.55%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 5,880,361*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 5,880,361*
4. Mr. Manko
(a) Amount beneficially owned: 5,880,361*
(b) Percent of class: 15.55%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 5,880,361*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 5,880,361*
* HCPF owns directly 5,004,846 shares of Common Stock. Pursuant to investment management agreements, HCM maintains investment and voting power with respect to the securities held by HCPF. However, despite the delegation of investment and voting power to HCM, HCP may be deemed to be the beneficial owner of such securities under Rule 13d-3 of the Act because HCP has the right to acquire investment and voting power through termination of investment management agreements with HCM. HCM also acts as an investment adviser to certain managed accounts. Under investment management agreements with managed account clients, HCM has investment and voting power with respect to 875,515 shares of Common Stock held in the client managed accounts. HCP is the general partner of HCPF. Mr. Manko is the managing member of both HCM and HCP. By reason of the provisions of Rule 13d-3 of the Act, each of HCM and Mr. Manko may be deemed to beneficially own 5,880,361 shares of Common Stock, and HCP may be deemed to beneficially own 5,004,846 shares of Common Stock held by HCPF. However 1,000,000 shares of Common Stock issuable upon the exercise of the Warrant, dated August 8, 2014, issued to HCPF pursuant to the Securities Purchase Agreement (the “SPA”) with the Issuer, dated August 8, 2014, are excluded from the Reporting Persons’ beneficial ownership due to a conversion cap that precludes HCPF from exercising the Warrant to the extent that HCPF would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Act) in excess of 9.99% of the shares of Common Stock then outstanding. Each of the Reporting Persons disclaims beneficial ownership of any of the securities covered by this Schedule 13D.
(c) Schedule A attached to this Schedule 13D and incorporated herein by reference lists all transaction in the Shares effected by the Reporting Persons during the past sixty days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
HCPF entered into the SPA and was issued the Warrant described in Item 4 above. Mr. Manko is a member of the Issuer’s Board of Directors.
The Reporting Persons have entered into a Joint Filing Agreement, attached hereto as Exhibit 1, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The responses to Items 3, 4, and 5 of this Schedule 13D are incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1
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Joint Filing Agreement
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Exhibit 2
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Securities Purchase Agreement dated, August 8, 2014, between the Issuer and HCPF and the Warrant, dated August 8, 2014, incorporated by reference to Exhibit 4.1 of the Issuer’s Annual Report on Form 10-K filed by the Issuer on May 8, 2015.
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Exhibit 3
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Schedule A
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
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Dated: May 22, 2017
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HORTON CAPITAL PARTNERS FUND, LP
By: Horton Capital Partners, LLC, its General Partner
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By:
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/s/ Joseph M. Manko, Jr.
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Name:
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Joseph M. Manko, Jr.
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Title:
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Managing Member
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HORTON CAPITAL PARTNERS, LLC
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By:
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/s/ Joseph M. Manko, Jr.
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Name:
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Joseph M. Manko, Jr.
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Title:
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Managing Member
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HORTON CAPITAL MANAGEMENT, LLC.
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By:
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/s/ Joseph M. Manko, Jr.
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Name:
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Joseph M. Manko, Jr.
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Title:
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Managing Member
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/s/ Joseph M. Manko, Jr.
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JOSEPH M. MANKO, JR.
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EXHIBIT INDEX
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of Schedule 13D to which this Exhibit 1 is attached (including amendments thereto) with respect to certain shares of common stock of Repro Med Systems, Inc., a New York corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such filing.
This Joint Filing Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement.
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Dated: May 22, 2017
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HORTON CAPITAL PARTNERS FUND, LP
By: Horton Capital Partners, LLC, its General Partner
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By:
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/s/ Joseph M. Manko, Jr.
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Name:
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Joseph M. Manko, Jr.
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Title:
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Managing Member
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HORTON CAPITAL PARTNERS, LLC
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By:
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/s/ Joseph M. Manko, Jr.
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Name:
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Joseph M. Manko, Jr.
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Title:
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Managing Member
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HORTON CAPITAL MANAGEMENT, LLC.
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By:
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/s/ Joseph M. Manko, Jr.
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Name:
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Joseph M. Manko, Jr.
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Title:
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Managing Member
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/s/ Joseph M. Manko, Jr.
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JOSEPH M. MANKO, JR.
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Exhibit 3
SCHEDULE A
This Schedule A sets forth information with respect to all transactions in the shares of Common Stock of the Issuer effected by the Reporting Persons during the past sixty days.
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Trade Date
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Shares
Purchased
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Price
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5/17/2017
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23,315
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$ 0.40(1)
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(1)
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On May 17, 2017, HCPF purchased 23,315 shares of Common Stock in a privately negotiated transaction.
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