Current Report Filing (8-k)
February 11 2021 - 5:10PM
Edgar (US Regulatory)
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) February 5, 2021
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))
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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KRMD
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The Nasdaq Stock Market
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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. [_]
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Interim CEO Compensatory Arrangements
On February 5, 2021, Repro Med Systems, Inc. (the “Company”) entered into an employment
agreement dated as of January 22, 2021 with James M. Beck, the Company’s interim Chief Executive Officer. The following summary
of Mr. Beck’s employment agreement does not purport to be complete and is subject to and qualified in its entirety by the terms
of the employment agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
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Mr. Beck’s monthly base compensation will be $40,000, pro-rated for any partial month and
with a minimum guaranteed two months.
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Mr. Beck will receive a bonus based upon amounts payable to the person who first succeeds Mr. Beck as chief
executive officer of the Company, which bonus will equal the initial annual base salary payable to such successor, prorated for Mr. Beck’s
term of employment and with a minimum guaranteed two months (the “Bonus”). The Bonus will be paid in cash sixty (60) days
following Mr. Beck’s termination of employment under the employment agreement. Notwithstanding the above, no Bonus will be paid
to Mr. Beck in the event he becomes the chief executive officer of the Company following his tenure under the Employment Agreement, he
resigns his employment prior to the appointment of his successor to the position of chief executive officer of the Company, he is terminated
by the Company for “Cause” (as defined in the Employment Agreement), or he fails to use his best efforts in assisting in the
orderly transition of his successor to the position of chief executive officer of the Company (as determined by the Board).
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Mr. Beck’s employment with the Company is “at-will” at the discretion of the Board, subject
to a 30-day notice of termination (except where termination is by the Company for Cause).
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Pursuant to the Company’s 2015 Stock Option Plan, as amended, on February 15, 2021, Mr. Beck will receive
a 10-year non-qualified option to purchase up to 150,000 shares of the Company’s Common Stock at a per share exercise price equal
to the fair market value of the Common Stock on the date of grant. Of these options, 100,000 will be fully vested on the date
of grant, and 50,000 will vest on March 22, 2021. In the event Mr. Beck’s employment has not terminated prior to April
22, 2021, he will receive an additional non-qualified option to purchase up to 150,000 shares of the Company’s Common Stock pursuant
to all of the terms and conditions of the Company’s 2015 Stock Option Plan, as amended, with an exercise price equal to the fair
market value of the Common Stock on that date. Of these options, 50,000 will be fully vested on the date of grant; 50,000 will
vest on May 22, 2021, and 50,000 will vest on June 22, 2021. All of the aforementioned options may be exercised for cash or
by “cashless” or “net” exercise.
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Executive Officer Bonuses
On February 5, 2021, the Company’s Board of Directors (the “Board”) approved
2020 bonuses for the Company’s Chief Financial Officer ($87,500) and Chief Operating Officer ($80,500). Taking into account the
unusual nature of events in 2020 that impacted the Company’s performance, including the global pandemic, and with the consent of
the CFO and COO, the Board determined to pay these discretionary bonuses in lieu of bonuses calculated pursuant to the previously disclosed
2020 Management Incentive Compensation Plan. Each of these bonuses include a “heroes bonus” to recognize the extraordinary
efforts made by the CFO and COO to support the Company during the pandemic.
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: February 11, 2021
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By:
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/s/ Karen Fisher
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Karen Fisher
Chief Financial Officer
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