Item 1.01. Entry into a Material Definitive Agreement
Karen Fisher, Chief Financial Officer of Repro Med Systems, Inc. (the
"Company"), will resign her employment effective as of June 30, 2022. In
connection with her resignation, the Company has entered into a Transition
Agreement with Ms. Fisher dated as of May 17, 2022 setting forth the terms of
her separation from service with the Company (the "Transition Agreement").
Pursuant to the terms of the Transition Agreement, Ms. Fisher will resign as an
officer and employee of the Company effective at the close of business on June
30, 2022. Ms. Fisher will assist the Company in transitioning her job
responsibilities prior to her resignation. In addition, Ms. Fisher will continue
to be subject to the confidentiality, non-competition, non-disclosure and
non-disparagement covenants under her Amended and Restated Employment Agreement
dated as of January 1, 2020 as previously filed with the Securities and Exchange
Commission (her "Employment Agreement"), for a period of one year following her
resignation. Ms. Fisher has also agreed to a release of any and all claims
against the Company and its affiliates which in any way relate to Ms. Fisher's
employment with the Company or the termination of that employment.
Ms. Fisher will be entitled to the following in exchange for her transition
services: (i) severance payments that would otherwise be payable upon
termination as described in Section 5(b) of her Employment Agreement; and (ii)
$60,000, less taxes and applicable deductions, payable promptly following the
Company's filing with the Securities and Exchange Commission of its Form 10-Q
for the quarter ended June 30, 2022.
The foregoing description of the Resignation Agreement is qualified in its
entirety by reference to the Transition Agreement, which is filed with this
Current Report on Form 8-K as Exhibit 10.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported under Item 1.01 above, Karen Fisher, the Company's Chief Financial
Officer, will resign her employment effective as of June 30, 2022 to pursue
other opportunities. There were no disagreements between Ms. Fisher and the
Company. Ms. Fisher's departure is not related to the operations, policies or
practices of the Company or any issues regarding accounting policies or
practices.
The Company has engaged a specialized firm to conduct a search of potential
candidates to replace Ms. Fisher. In the interim, the Company's Vice President
of Financial Planning and Analysis, Tom Adams, will serve as Interim Chief
Financial Officer of the Company effective July 1, 2022.
Mr. Adams joined the Company in November 2021 as its Vice President of Financial
Planning and Analysis and has over 20 years of finance and accounting experience
in the medical technology and pharmaceutical sector. Prior to joining the
Company, he worked with Integra Life Sciences from 2011-2021, where he served in
progressively senior finance roles. His most recent was as the Senior Director
of Finance for a $500M commercial business unit, prior to that as Group
Controller and Head of Financial Planning and Analysis for Global Manufacturing,
Quality and Supply Chain, and prior to that as Director of Finance for the
Orthopedics business. Prior to Integra, Tom worked at Pfizer serving in
progressively senior finance roles from 2000 to 2011. Early in his career, he
spent time with Ernst and Young in the audit function. Mr. Adams has a Bachelor
of Science in Accounting and Finance from Ohio State University.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Transition Agreement dated as of May 17, 2022 between Repro Med
Systems, Inc. and Karen Fisher
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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