FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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1. Name and Address of Reporting Person * Manko Joseph M. Jr. | 2. Issuer Name and Ticker or Trading Symbol REPRO MED SYSTEMS INC [ KRMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 12/16/2020 | P | 10,000 | A | $5.6974 (1) | 7,456,755 | I | By Horton Capital Partners Fund, LP (2) | ||
Common Stock | 3,283,593 | I | By Horton Freedom, L.P. (2) | |||||||
Common Stock | 1,123,110 | I | By Horton Capital Management, LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: | |
(1) | See Exhibit 99.1 to this Form 4 for explanation of note (1). |
(2) | See Exhibit 99.1 to this Form 4 for explanation of note (2). |
Remarks: 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. |
Reporting Owners | |||||
Reporting Owner Name / Address | |||||
Director | 10% Owner | Officer | Other | ||
Manko Joseph M. Jr. 1717 ARCH STREET 39TH FLOOR PHILADELPHIA, PA 19103 | X | X | |||
Horton Capital Management, LLC 1717 ARCH STREET 39TH FLOOR PHILADELPHIA, PA 19103 | X | ||||
Horton Capital Partners, LLC 1717 ARCH STREET 39TH FLOOR PHILADELPHIA, PA 19103 | X | ||||
Horton Capital Partners Fund, L.P. 1717 ARCH STREET 39TH FLOOR PHILADELPHIA, PA 19103 | X | ||||
Horton Freedom, L.P. 1717 ARCH STREET 39TH FLOOR PHILADELPHIA, PA 19103 | Less than 10% Owner |
Signatures | ||
/s/ Joseph M. Manko, Jr. | 12/16/2020 | |
**Signature of Reporting Person | Date | |
/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Management, LLC | 12/16/2020 | |
**Signature of Reporting Person | Date | |
/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC | 12/16/2020 | |
**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 | 12/16/2020 | |
**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. | 12/16/2020 | |
**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 control 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: (i) $5.67-5.72 on December 16, 2020. 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. | |
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(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 Company 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 securities under Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), because HCP has the right to acquire investment and voting power through termination of investment advisory agreements with HCM. HCM also acts as an investment adviser to certain managed accounts. Under investment advisory agreements with managed account clients, HCM has investment and voting power with respect to 1,123,110 shares of common stock of the Company held in such managed accounts. HCP is the general partner of HCPF and Horton Freedom. Mr. Manko is the managing member of both HCM and HCP. |
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.