Filed Pursuant to Rule 424(b)(3)
Registration No. 333-229498
PROSPECTUS SUPPLEMENT NO. 3
(to Prospectus dated March 8, 2019)
REPRO MED SYSTEMS, INC.
11,101,697 shares of common stock
This prospectus supplement No. 3 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
(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 May 8, 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 May 6, 2019, was $1.60.
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 May 8, 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)
May 7, 2019
REPRO MED SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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New York
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0-12305
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13-3044880
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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24 Carpenter Road, Chester, New York
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10918
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(Address of principal executive offices)
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(Zip Code)
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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:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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common stock, $0.01 par value
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REPR
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OTCQX
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) Election of Directors
On May 7, 2019, R. John Fletcher was appointed to the Board of Directors (the “Board”) of Repro
Med Systems, Inc. (the “Company”), filling a vacancy on the board resulting from the death of Arthur J. Radin.
Mr. Fletcher brings more than 35 years of healthcare and medical device experience to RMS Medical. He currently
serves as CEO and Managing Director of Fletcher Spaght Inc., a strategy consulting and venture capital firm which he founded in
1983. Prior to founding Fletcher Spaght, he was Senior Manager at The Boston Consulting Group, advising a broad range of companies
in healthcare and high technology industries.
Mr. Fletcher joined the Board of Directors of publicly-traded medical device company Spectranetics Corporation
in 2002 and served as Chairman of the Board from 2010-2017. Mr. Fletcher was named 2018 Director of the Year by The National Association
of Corporate Directors (NACD) for his work at Spectranetics.
Mr. Fletcher currently serves on the Board of Directors of Axcelis Corporation, MRI Interventions and is Chairman
of Metabolon. He is Chairman Emeritus of the Corporate Collaboration Council at the Thayer School of Engineering/Tuck School of
Business at Dartmouth College and serves on the Board of Advisors of Beth Israel Deaconess Medical Center and the Whitehead Institute
at MIT. Mr. Fletcher received his MBA from Southern Illinois University and a BBA in Marketing from George Washington University.
He was an Instructor for courses in international business and a Ph.D. Candidate at the Wharton School of the University of Pennsylvania.
Mr. Fletcher served as a Captain and jet pilot in the United States Air Force.
Mr. Fletcher has been appointed as a member of the Board’s Audit Committee. There are no family relationships
between Mr. Fletcher and any director or other executive officer of the Company nor are there any transactions between Mr. Fletcher
or any member of his immediate family and the Company that would be reportable as a related party transaction under the rules of
the United States Securities and Exchange Commission. Further, there is no arrangement or understanding between Mr. Fletcher and
any other persons or entities pursuant to which Mr. Fletcher was appointed as a director of the Company.
Upon his appointment to the Board, Mr. Fletcher became entitled to a pro-rated portion of the Company’s non-employee
director compensation. As such, Mr. Fletcher is entitled to receive a prorated portion of the annual director retainer of $50,000
paid half in cash and half in shares of the Company’s common stock. Mr. Fletcher will also be entitled to receive reimbursement
of his reasonable travel expenses incurred in connection with his attendance at Board and committee meetings.
ITEM 8.01 OTHER EVENTS.
Appointment of Chairman of Audit Committee
On May 7, 2019, the Board appointed David W. Anderson, a current Company director, as Chairman of the Audit
Committee.
On May 8, 2019, the Company issued a press release announcing the events set forth in this Current Report
on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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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.
(Registrant)
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Date:
May 8, 2019
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By:
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/s/ Donald B. Pettigrew
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Donald B. Pettigrew
President and Chief Executive Officer
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Exhibit 99.1
RMS MEDICAL PRODUCTS APPOINTS HEALTHCARE
INDUSTRY VETERAN
R. JOHN FLETCHER TO BOARD OF DIRECTORS
Former Chairman of Spectranetics Corporation;
NACD 2018 Director of the Year
CHESTER, NY – May 8, 2019 - Repro
Med Systems, Inc. dba RMS Medical Products (OTCQX: REPR) (“RMS Medical”)
today announced that
R. John Fletcher has been appointed as an independent member of RMS Medical’s Board of Directors. With this appointment,
RMS Medical’s Board of Directors fills the vacancy created by the passing of Arthur J. Radin.
Mr.
Fletcher brings more than 35 years of healthcare and medical device experience to RMS Medical. He currently serves as CEO
and Managing Director of Fletcher Spaght Inc., a strategy consulting and venture capital firm which he founded in 1983. Prior to
founding Fletcher Spaght, he was Senior Manager at The Boston Consulting Group, advising a broad range of companies in healthcare
and high technology industries.
Mr. Fletcher joined
the Board of Directors of publicly-traded medical device company Spectranetics Corporation in 2002 and served as Chairman of the
Board from 2010-2017. During his 15-year tenure as a member of the board, Spectranetics expanded
its therapeutic platforms and generated significant commercial growth. In August 2017 Spectranetics was acquired by Royal Philips
in a transaction valued at $2.2 billion. Mr. Fletcher was named 2018 Director of the Year by The National Association of Corporate
Directors (NACD) for his work at Spectranetics.
Mr. Fletcher currently
serves on the Board of Directors of Axcelis Corporation, MRI Interventions and is Chairman of Metabolon. He is Chairman Emeritus
of the Corporate Collaboration Council at the Thayer School of Engineering/Tuck School of Business at Dartmouth College and serves
on the Board of Advisors of Beth Israel Deaconess Medical Center and the Whitehead Institute at MIT. Mr. Fletcher received his
MBA from Southern Illinois University and a BBA in Marketing from George Washington University. He was an Instructor for courses
in international business and a Ph.D. Candidate at the Wharton School of the University of Pennsylvania. Mr. Fletcher served as
a Captain and jet pilot in the United States Air Force.
“John’s vision and leadership in
the medical device industry has helped improve the lives of patients around the world,” said Don Pettigrew, President and
CEO of RMS Medical. “We believe he will be a significant asset as we continue to expand RMS Medical’s business and
elevate our industry profile.”
“John is an
industry veteran and brings to RMS Medical a proven record of building brands, teams and businesses, and advising growth-oriented
public companies in the healthcare industry,” said Daniel S. Goldberger, Executive Chairman of RMS Medical. “I am thrilled
and excited to welcome him to our board.”
“It’s
an exciting time at RMS Medical and I am very pleased to join the Board of Directors,” said Mr. Fletcher. “The infusion
therapy market is growing and I believe RMS Medical, with its portfolio of reliable, easy-to-use, and effective products, is well-positioned
to participate in this anticipated industry growth.”
David W. Anderson Named Audit Committee
Chair
RMS Medical also announced that David W. Anderson
has been appointed Chairman of the Audit Committee. Mr. Anderson succeeds Arthur J. Radin. A member of the Board of Directors since
2016, Mr. Anderson is a seasoned healthcare executive with more than 23 years of experience in the medical device industry.
“David is a valued board member with
a distinguished background in the healthcare industry, and we welcome him to his new position,” said Mr. Goldberger.
John Fletcher will join the Audit Committee
with David Anderson and Robert Allen.
About RMS Medical Products
RMS Medical develops, manufactures and commercializes
innovative and easy-to-use specialty infusion solutions that improve quality of life for patients around the world. The FREEDOM
Syringe Infusion System currently includes the FREEDOM60
®
and FreedomEdge
®
Syringe Infusion Drivers,
RMS Precision Flow Rate Tubing
™
and RMS HIgH-Flo Subcutaneous Safety Needle Sets
™
. These devices
are used for infusions administered in the home and alternate care settings. For more information about RMS Medical, please visit
www.rmsmedicalproducts.com.
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 “believe” and “will”. 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 and other risks are discussed in RMS Medical’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 RMS Medical’s website. RMS Medical
undertakes no obligation to update any forward-looking statements.
Contacts:
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The Equity Group Inc.
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Devin Sullivan
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Kalle Ahl, CFA
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Senior Vice President
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Vice President
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212-836-9608
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212-836-9614
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mailto:dsullivan@equityny.com
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kahl@equityny.com
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