Filing Details

CUSIP No.  759910102

1	NAMES OF REPORTING PERSONS: Horton Capital Partners Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)         [_] (b)         [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)     (See Item 3) WC; OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 7,367,381 (See Item 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 7,367,381 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,367,381 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.65% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions): OO

- 2 -

---

CUSIP No.  759910102

1	NAMES OF REPORTING PERSONS: Horton Freedom, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)         [_] (b)         [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)     (See Item 3) WC; OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 3,283,593 (See Item 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 3,283,593 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,283,593 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.31% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions): OO

- 3 -

---

CUSIP No.  759910102

1	NAMES OF REPORTING PERSONS: Horton Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)         [_] (b)         [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)     (See Item 3) WC; OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 10,650,974 (See Item 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 10,650,974 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,650,974 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.96% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions): OO

- 4 -

---

CUSIP No.  759910102

1	NAMES OF REPORTING PERSONS: Horton Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)         [_] (b)         [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)     (See Item 3) WC; OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 12,176,013 (See Item 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 12,176,013 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,176,013 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.82% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions): IA

- 5 -

---

CUSIP No.  759910102

1	NAMES OF REPORTING PERSONS: Joseph M. Manko, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)         [_] (b)         [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)     (See Item 3) WC; OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 12,176,013 (See Item 5)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 12,176,013 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,176,013 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.82% (See Item 5)
14	TYPE OF REPORTING PERSON (See Instructions): IN

- 6 -

---

Item 1.  Security and Issuer.

 

This statement relates to shares of common stock, par value $0.01 per share (“Common Stock”), of Repro Med Systems, Inc., a New York corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 24 Carpenter Road, Chester, NY 10918.

 

Horton Capital Partners Fund, LP, a Delaware limited partnership (“HCPF”), Horton Capital Partners LLC, a Delaware limited liability company (“HCP”), Horton Capital Management, LLC, a Delaware limited liability company (“HCM”), and Joseph M. Manko, Jr. (“Mr. Manko”) filed Schedule 13D with the Securities and Exchange Commission (the “SEC”) on May 23, 2017, as amended by Amendments Nos. 1 – 5 filed on December 4, 2017, December 21, 2017, March 16, 2018, September 20, 2018, and December 21, 2018 (“Schedule 13D”), to report their beneficial ownership of the shares of Common Stock of the Issuer. This Amendment No. 6 (“Amendment No. 6”) is filed with the SEC to amend and supplement Schedule 13D.

 

Item 2.  Identity and Background.

 

(a)        This statement is filed by HCPF, Horton Freedom, L.P., a Delaware limited partnership (“Horton Freedom”), HCP, HCM, and Mr. Manko (Mr. Manko together with HCPF, Horton Freedom, HCP and HCM, the “Reporting Persons” and each a “Reporting Person”), with respect to shares of Common Stock of the Issuer.

 

(b)        The address of the principal office of each Reporting Person is 1717 Arch Street, Suite 3920, Philadelphia, PA 19103. The managing member of HCP and HCM is Mr. Joseph M. Manko, Jr.

 

(c)        The principal business of HCPF, Horton Freedom and HCP is purchasing, holding and selling securities for investment purposes. The principal business of HCM is serving as the investment manager of HCPF and Horton Freedom. HCP is the general partner of HCPF and Horton Freedom. The principal occupation of Mr. Manko is serving as the managing member of HCM and HCP.

 

(d)        No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)        No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)        Mr. Manko is a citizen of the United States of America.

 

Item 3.  Source and Amounts of Funds or other Consideration.

 

The responses to Item 4 of this Amendment No. 6 are incorporated herein by reference.

 

- 7 -

---

Item 4. Purpose of Transaction.

 

On August 7, 2019, HCPF exercised the Warrant to purchase 1,000,000 shares of Common Stock, dated August 8, 2014, in full. The Warrant was issued to HCPF pursuant to the Securities Purchase Agreement (the “SPA”) with the Issuer, dated August 8, 2014. The Warrant included a conversion cap that precluded HCPF from exercising the Warrant to the extent that HCPF would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Act) in excess of 9.99% of the shares of Common Stock then outstanding, unless HCPF elects to waive this provision with the agreement of the Issuer. On August 31, 2018 HCPF waived this provision and the Issuer acknowledged the waiver on September 12, 2018.

 

On September 30, 2019, 1,899 shares of Common Stock were issued to HCPF, and on December 31, 2019, 1,149 shares of Common Stock were issued to HCPF, in consideration for Mr. Manko’s service as a director (collectively, “Director Shares”).

 

On January 6, 2020, HCPF transferred 401,929 shares of Common Stock to HCM for a managed client account under the investment advisory agreement with the client.

 

On January 24, 2020, Horton Freedom transferred 125,931 shares of Common Stock to one of its limited partners, for no consideration, representing 100% of such limited partner’s interest in Horton Freedom.

 

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of such shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of the form of Schedule 13D, except as set forth herein, or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the shares of Common Stock of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5.  Interest in Securities of the Issuer.

 

The percentages used herein are calculated based upon 39,501,870 shares of Common Stock issued and outstanding as of November 6, 2019, pursuant to the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 6, 2019.

 

- 8 -

---

As of the close of business on January 28, 2020:

 

1. HCPF

 

(a) Amount beneficially owned: 7,367,381*

(b) Percent of class: 18.65%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 7,367,381*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 7,367,381*

 

2. Horton Freedom

 

(a) Amount beneficially owned: 3,283,593*

(b) Percent of class: 8.31%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 3,283,593*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 3,283,593*

 

3. HCP

 

(a) Amount beneficially owned: 10,650,974*

(b) Percent of class: 26.96%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 10,650,974*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 10,650,974*

 

4. HCM

 

(a) Amount beneficially owned: 12,176,013*

(b) Percent of class: 30.82%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 12,176,013*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 12,176,013*

 

5. Mr. Manko

 

(a) Amount beneficially owned: 12,176,013*

(b) Percent of class: 30.82%*

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 12,176,013*

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 12,176,013*

 

- 9 -

---

* HCPF owns directly 7,367,381 shares of Common Stock. Horton Freedom owns directly 3,283,593 shares of Common Stock. Pursuant to investment management agreements, HCM maintains investment and voting power with respect to the securities held by HCPF and 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 Act because HCP has the right to acquire investment and voting power through termination of investment management agreements with HCM. HCM also acts as an investment adviser to certain managed accounts.  Under investment management agreements with managed account clients, HCM has investment and voting power with respect to 1,525,039 shares of Common Stock held in the client managed accounts.  HCP is the general partner of HCPF and Horton Freedom.  Mr. Manko is the managing member of both HCM and HCP.  By reason of the provisions of Rule 13d-3 of the Act, each of HCM and Mr. Manko may be deemed to beneficially own 12,176,013 shares of Common Stock, and HCP may be deemed to beneficially own 10,650,974 shares of Common Stock held by HCPF and Horton Freedom.   Each of the Reporting Persons disclaims beneficial ownership of any of the securities covered by this Amendment No. 6.

 

(c)        Not applicable.

 

(d)        No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

(e)        Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

HCPF entered into the SPA and was issued the Warrant described in Item 4 above. Mr. Manko is a member of the Issuer’s Board of Directors.

 

The Reporting Persons have entered into a Joint Filing Agreement, attached hereto as Exhibit 1, pursuant to which they have agreed to file this Amendment No. 6 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

 

The responses to Items 3, 4, and 5 of this Amendment No. 6 are incorporated herein by reference.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit 1	Joint Filing Agreement, dated January 29, 2020.
Exhibit 2	Securities Purchase Agreement dated, August 8, 2014, between the Issuer and HCPF and the Warrant, dated August 8, 2014, incorporated by reference to Exhibit 4.1 of the Issuer’s Annual Report on Form 10-K filed by the Issuer on May 8, 2015.
Exhibit 3	Common Stock Purchase Agreement dated as of December 17, 2018 by and among the Issuer, the Sellers named therein and the Purchasers named therein, incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed by the Issuer on December 17, 2018.

 

- 10 -

---

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

 

Dated:           January 29, 2020	HORTON CAPITAL PARTNERS FUND, LP
	By:	Horton Capital Partners, LLC,
		its General Partner
	By:	/s/ Joseph M. Manko, Jr.
	Name:	Joseph M. Manko, Jr.
	Title:	Managing Member
	HORTON FREEDOM, L.P.
	By:	Horton Capital Partners, LLC,
		its General Partner
	By:	/s/ Joseph M. Manko, Jr.
	Name:	Joseph M. Manko, Jr.
	Title:	Managing Member
	HORTON CAPITAL PARTNERS, LLC
	By:	/s/ Joseph M. Manko, Jr.
	Name:	Joseph M. Manko, Jr.
	Title:	Managing Member
	HORTON CAPITAL MANAGEMENT, LLC.
	By:	/s/ Joseph M. Manko, Jr.
	Name:	Joseph M. Manko, Jr.
	Title:	Managing Member
	/s/ Joseph M. Manko, Jr.
	JOSEPH M. MANKO, JR.

 

- 11 -

---

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of Schedule 13D/A, to which this Exhibit 1 is attached (including amendments thereto) with respect to certain shares of common stock of Repro Med Systems, Inc., a New York corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such filing.

 

This Joint Filing Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement.

 

Dated:           January 29, 2020	HORTON CAPITAL PARTNERS FUND, LP
	By:	Horton Capital Partners, LLC,
		its General Partner
	By:	/s/ Joseph M. Manko, Jr.
	Name:	Joseph M. Manko, Jr.
	Title:	Managing Member
	HORTON FREEDOM, L.P.
	By:	Horton Capital Partners, LLC,
		its General Partner
	By:	/s/ Joseph M. Manko, Jr.
	Name:	Joseph M. Manko, Jr.
	Title:	Managing Member
	HORTON CAPITAL PARTNERS, LLC
	By:	/s/ Joseph M. Manko, Jr.
	Name:	Joseph M. Manko, Jr.
	Title:	Managing Member
	HORTON CAPITAL MANAGEMENT, LLC.
	By:	/s/ Joseph M. Manko, Jr.
	Name:	Joseph M. Manko, Jr.
	Title:	Managing Member
	/s/ Joseph M. Manko, Jr.
	JOSEPH M. MANKO, JR.

 

---