Form 4 REPRO MED SYSTEMS INC For: May 12 Filed by: Horton Capital Management, LLC
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person
*
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
REPRO MED SYSTEMS INC [ KRMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
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3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check
Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/12/2022 | P | 20,000 | A | $ 2.0086 (1) | 7,393,647 | I | By Horton Capital Partners Fund, LP (2) | ||
Common Stock | 05/13/2022 | P | 20,000 | A | $ 2.145 (1) | 7,413,647 | I | By Horton Capital Partners Fund, LP (2) | ||
Common Stock | 3,283,593 | I | By Horton Freedom, L.P. (2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
/s/ Joseph M. Manko, Jr. | 05/16/2022 | |
** Signature of Reporting Person | Date | |
/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Management, LLC | 05/16/2022 | |
** Signature of Reporting Person | Date | |
/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC | 05/16/2022 | |
** Signature of Reporting Person | Date | |
/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC, the General Partner of Horton Capital Partners Fund, LP | 05/16/2022 | |
** Signature of Reporting Person | Date | |
/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC, the General Partner of Horton Freedom, L.P. | 05/16/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EXHIBIT 99.1 TO FORM 4
Explanation of Responses:
(1) | The price reported in Column 4 is a weighted average price. The shares of common stock were purchased in multiple transactions at prices ranging from: $1.98-2.08 on May 12, 2022, and $2.04-2.21 on May 13, 2022. The reporting person undertakes to provide to the issuer, any holder of the issuer's common stock, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4. | |
(2) | This Form 4 is filed jointly by Horton Capital Management, LLC, a Delaware limited liability company (“HCM”), Horton Capital Partners LLC, a Delaware limited liability company (“HCP”), HCPF, and Joseph M. Manko, Jr. Pursuant to investment advisory agreements, HCM maintains investment and voting power with respect to shares of Common Stock of the Issuer held by HCPF and Horton Freedom, L.P., a Delaware limited partnership (“Horton Freedom”). However, despite the delegation of investment and voting power to HCM, HCP may be deemed to be the beneficial owner of such Common Stock because, in the event HCM’s investment advisory agreement with respect to such Common Stock is terminated, HCP has the right to assume HCM’s discretionary investment and voting authority with respect to such Common Stock. HCP is the general partner of HCPF and Horton Freedom. Mr. Manko is the managing member of both HCM and HCP. As a result of the transaction disclosed herein, HCM no longer has discretionary investment nor voting authority with respect to such shares of Common Stock. |
The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.
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