Item 1.01 Entry into a Material Definitive Agreement.

On June 18, 2020, Repro Med Systems, Inc. d/b/a KORU Medical Systems (the "Company") entered into an Purchase Agreement (the "Purchase Agreement") with Piper Sandler & Co. and Canaccord Genuity LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell (the "Offering") 3,125,000 shares of its common stock, par value $0.01 per share (the "Shares"). Under the terms of the Purchase Agreement, the Company granted to the Underwriters an option, exercisable for a period of 30 days, to purchase up to an additional 468,750 shares of the Company's common stock, which the Underwriters exercised in full on June 19, 2020. The Underwriters have agreed to purchase the Shares pursuant to the Purchase Agreement at a price of $7.52 per share.

The gross proceeds from the sale of the Shares, including the full exercise of the option by the Underwriters, before deducting the Underwriters' discounts and commissions and other estimated offering expenses payable by the Company, are expected to be approximately $28.8 million. The Purchase Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions.

The Shares will be issued in the Offering pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-238242), which was declared effective on May 20, 2020, and the base prospectus included therein, as supplemented by preliminary prospectus supplement and final prospectus supplement thereunder, filed with the Securities and Exchange Commission (the "Commission"). The Offering is expected to close on June 23, 2020, contingent upon the satisfaction of customary closing conditions.

The Company currently intends to use the net proceeds from the sale of the Shares in the Offering primarily for general corporate purposes and working capital. General corporate purposes may include commercial expansion (including by acquisition), clinical trials and pharmaceutical initiatives, gross margin enhancement and new product innovations, as well as other uses.

A copy of the opinion of Royer Cooper Cohen Braunfeld LLC, relating to the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The provisions of the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to that document. Rather, investors and the public should look to other disclosures contained in the Company's filings with the Commission.




Item 8.01 Other Events.

The Company issued press releases announcing the commencement and pricing of the Offering on June 18, 2020 and June 19, 2020, respectively. Copies of these press releases are attached hereto as Exhibit 99.1 and 99.2, respectively, and are each incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
Number    Description

1.1         Purchase Agreement, dated June 18, 2020 by and among Repro Med Systems,
          Inc. Piper Sandler & Co. and Canaccord Genuity LLC, as representatives of
          the several underwriters named therein

5.1         Opinion of Royer Cooper Cohen Braunfeld LLC

23.1        Consent of Royer Cooper Cohen Braunfeld LLC   (included in Exhibit 5.1)

99.1        Press Release of Repro Med Systems, Inc. announcing commencement of the
          offering, dated June 18, 2020

99.2        Press Release of Repro Med Systems, Inc. announcing pricing of the
          offering, dated June 19, 2020




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