8-K

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)   November 16, 2020

REPRO MED SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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:

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 8.01 OTHER EVENTS.

On November 16, 2020, the Board of Directors (the “Board”) of Repro Med Systems, Inc. d/b/a KORU Medical Systems (the “Company”) authorized and approved a stock repurchase program for up to $10 million of the currently outstanding shares of the Company’s common stock through December 31, 2021. Under the stock repurchase program, the Company may repurchase shares in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). Purchases pursuant to the stock repurchase program will be at times and in amounts as determined appropriate by the Company and will depend on a number of factors, including price and general business and market conditions. The stock repurchase program replaces the Company’s previous stock repurchase program, which had been discontinued by management in June 2017.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

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.

• 2 -

Exhibit 99.1

FOR IMMEDIATE RELEASE

KORU MEDICAL SYSTEMS ANNOUNCES STOCK REPURCHASE PROGRAM

CHESTER, NY – November 16, 2020 – Repro Med Systems, Inc. dba KORUMedical Systems (NASDAQ: KRMD) (“KORU Medical” or the “Company”) today announced that its Board of Directors has authorized a stock repurchase program under which the Company may purchase up to $10 million of its outstanding common stock through December 31, 2021.

“We believe that this repurchase program demonstrates confidence in our long-term outlook, the underlying value of KORU Medical stock, and our commitment to maximizing value for our shareholders,” said Don Pettigrew, Chief Executive Officer. “Our strong balance sheet enables us to support this repurchase plan, while continuing to invest in our operations and explore investments that generate long-term growth.”

Chairman of the Board John Fletcher commented, “We are committed to enhancing shareholder value.  This authorization reflects the Board’s continued confidence in the Company’s long-term growth prospects, the value of KORU Medical’s Freedom Integrated Infusion System, and the significant expansion opportunities that exist both within and adjacent to our core business.”

The shares may be repurchased periodically in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing and amount of shares repurchased under the program will be determined by the Company in its discretion and will depend on a number of factors, including price, general business and market conditions, and applicable legal requirements. The repurchase plan will be funded using cash on hand.

About KORU Medical Systems

KORU Medical Systems 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, Precision Flow Rate Tubing^™^ and HIgH-Flo Subcutaneous Safety Needle Sets^™^. These devices are used for infusions administered in the home and alternate care settings. For more information, please visit www.korumedical.com.

Forward-looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by words such as “may,” “believe” and “enables.” Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, uncertainties associated with COVID-19, future operating results, availability of investment opportunities, market fluctuations, and those risks and uncertainties included under the captions “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which are on file with the SEC and are available on our website at www.korumedical.com/investors and on the SEC website at www.sec.gov. All information provided in this release and in the attachments is as of November 13, 2020. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

Contacts:

The Equity Group Inc.