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EX-10 - GENERAL RELEASE & CONFIDENTIALITY AGREEMENT - FRED MA, PH.D. DATED 12-20-2018 - REPRO MED SYSTEMS INCex_10-1.htm

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)   December 20, 2018

 

REPRO MED SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

New York

0-12305

13-3044880

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


24 Carpenter Road, Chester, New York

10918

(Address of principal executive offices)

(Zip Code)


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))

 

Indicate by check mark whether the registrant is an emerging growth company 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.


Departure of Executive Officer


Effective December 20, 2018, Repro Med Systems, Inc. dba RMS Medical Products (“RMS”) has terminated the employment of Fred Ma, Ph.D., its Chief Medical Officer (the “Employee”). In connection with such termination, RMS entered into a General Release and Confidentiality Agreement with Employee (the “Agreement”) dated as of December 20, 2018, which supersedes that certain Employment Agreement dated as of November 1, 2016 between RMS and Employee.


The following summary of the Agreement does not purport to be complete and is subject to and qualified in its entirety by the terms of the Agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.


Pursuant to the terms of the Agreement, RMS will pay Employee an aggregate $225,000, payable bi-weekly commencing December 31, 2018. The Agreement provides for the mutual general release by RMS and Employee of claims arising prior to the date of the Agreement, subject to certain exceptions. Pursuant to the Agreement, Employee has agreed to certain non-competition and non-solicitation restrictions for a period of six months.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.


Exhibits.


Exhibit No. Description
   
10.1 General Release and Confidentiality Agreement with Fred Ma, Ph.D. dated as of December 20, 2018



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.


 

REPRO MED SYSTEMS, INC.
(Registrant)

 

 

 

Date:  December 26, 2018

By:

/s/ Karen Fisher

 

Karen Fisher
Chief Financial Officer


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