ITEM 1.01  ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

On December 17, 2018, Repro Med Systems, Inc. (the “Company”), certain of its existing stockholders (including Andrew Sealfon and Paul Mark Baker and certain of their respective family members (collectively, the “Sellers”)), and certain purchaser parties named therein entered into a Common Stock Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement provides for the sale in a private placement transaction (the “Transaction”) of 11,101,697 currently outstanding shares of the Company’s common stock, par value $0.01 per share, collectively held by the Sellers (the “Shares”) to the purchasers named in the Purchase Agreement (the “Purchasers”) at a purchase price of $1.20 per share, inclusive of fees and commissions payable by the Sellers. The Shares include all of Mr. Sealfon’s and Mr. Baker’s shareholdings in the Company. Purchasers in the Transaction include an affiliate of Horton Capital Partners LLC, which will beneficially own approximately 28.0% of the Company’s outstanding common stock following closing of the Transaction.

The initial closing of the Transaction with respect to at least 10,212,481 of the shares is expected to occur on or before December 19, 2018. The final closing of the Transaction is expected to take place within a week thereafter. The Company will not issue any securities and will not receive any proceeds from sale of the Shares.

Pursuant to the Purchase Agreement, the Company has agreed to file a resale registration statement under the Securities Act of 1933, as amended, covering the Shares purchased pursuant to the Purchase Agreement within 45 days following the final closing of the Transaction. The Company will be obligated to pay liquidated damages in an amount of 1% of the purchase price paid for the Shares per month (subject to proration) if the registration statement is not declared effective within 105 days following the final closing of the Transaction, or 165 days if the registration statement is subject to a full review by the Securities and Exchange Commission.

Also on December 17, 2018, in connection with the Purchase Agreement, the Company entered into an Agreement Regarding Stock Sale with Mr. Sealfon (the “Sealfon Agreement”) and a separate Agreement Regarding Stock Sale with Paul Mark Baker (the “Baker Agreement” and, together with the Sealfon Agreement, the “Separation Agreements”). Pursuant to the Separation Agreements, Mr. Sealfon and Mr. Baker tendered their respective resignations from the Company’s Board of Directors effective with the first closing.

Each of the Separation Agreements provides for the mutual general release by the Company, on the one hand, and each of Mr. Sealfon and Mr. Baker, on the other hand, of all claims against the other arising or occurring on or before the date thereof, subject to certain exceptions. Pursuant to the Sealfon Agreement, Mr. Sealfon has agreed to certain non-competition and non-solicitation restrictions for a period of six months after the first closing of the Transaction.

The foregoing summary of the Separation Agreements and Purchase Agreement is qualified in its entirety by the full text of the Separation Agreements and Purchase Agreements, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 hereto and incorporated herein by reference.