Amended Statement of Ownership (sc 13g/a)
14 Febrero 2020 - 4:09PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934*
(Amendment
No. 2)
Repro
Med Systems, Inc.
|
(Name
of Issuer)
|
|
Common
Stock, $0.01 par value
|
(Title
of Class of Securities)
|
|
759910102
|
(CUSIP
Number)
|
|
December
31, 2019
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☒
|
Rule
13d-1(b)
|
|
☒
|
Rule
13d-1(c)
|
|
☐
|
Rule
13d-1(d)
|
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No .
|
759910102
|
|
Page
2 of 9
|
1
|
NAME
OF REPORTING PERSONS
First Light
Focus Fund, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY)
47-4771203
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
6,812,147
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
6,812,147
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,812,147
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.25%
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP
No .
|
759910102
|
|
Page
3 of 9
|
1
|
NAME
OF REPORTING PERSONS
First Light
Focus Fund GP, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY)
35-2538554
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
6,812,147
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
6,812,147
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,812,147
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.25%
|
|
12
|
TYPE
OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP
No .
|
759910102
|
|
Page
4 of 9
|
1
|
NAME
OF REPORTING PERSONS
First Light
Asset Management, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY)
46-3521994
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
7,225,311
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
7,225,311
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,225,311
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.29%
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
CUSIP
No .
|
759910102
|
|
Page
5 of 9
|
1
|
NAME
OF REPORTING PERSONS
Mathew P.
Arens
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
State of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
33,596
|
|
6
|
SHARED
VOTING POWER
7,301,682
|
|
7
|
SOLE
DISPOSITIVE POWER
33,596
|
|
8
|
SHARED
DISPOSITIVE POWER
7,301,682
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,335,278
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.57%
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
|
|
CUSIP
No.
|
759910102
|
|
Page
6 of 9
|
Item
1(a).
|
|
Name
of Issuer:
|
|
|
Repro
Med Systems, Inc.
|
|
|
|
Item
1(b).
|
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
24
Carpenter Rd, Chester, NY 10918
|
|
|
|
Item
2(a).
|
|
Name
of Person Filing:
|
|
|
This
Schedule 13G is being jointly filed by the following:
First
Light Focus Fund, LP (the “Fund”)
First
Light Focus Fund GP, LLC (the “General Partner”)
First
Light Asset Management, LLC (the “Manager”)
Mathew
P. Arens (“Mr. Arens”)
|
|
|
The
Manager may be deemed to be the beneficial owner of 7,225,311 of the Issuer’s shares of common stock (the “Shares”)
by virtue of the fact that it acts as an investment adviser to certain persons holding separately managed accounts with the Manager,
each of whom has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
those shares. Mr. Arens may also be deemed to be the beneficial owner of these shares because he controls the Manager in his position
as managing member and majority owner of the Manager. The Manager and Mr. Arens are filing this Schedule 13G/A with respect to
these Shares pursuant to Rule 13d-1(b) under the Act.
The
Fund is the direct holder of 6,812,147 of the Shares. The General Partner may be deemed to be a beneficial owner of these Shares
because it is the sole general partner of the Fund. The Manager may be deemed to be a beneficial owner of these Shares because
it acts as investment adviser to the Fund. Mr. Arens may also be deemed to be the beneficial owner of these Shares because he
controls the Manager in his position as the managing member and majority owner of the Manager. Mr. Arens also directly holds 33,596
Shares in an individual capacity with sole control and 76,371 Shares held in a joint spousal account over which he shares control.
The Fund, the General Partner, the Manager and Mr. Arens are filing this Schedule 13G/A with respect to these Shares pursuant
to Rule 13d-1(c) under the Act.
Each
of the Fund, the General Partner, the Manager and Mr. Arens may be deemed to be the beneficial owner of the total amount of Shares
set forth across from its or his respective name in Item 4 below. The filing of this Schedule 13G shall not be construed as an
admission that the reporting persons or any of their affiliates are the beneficial owner of any securities covered by this Schedule
13G for any other purposes other than Section 13(d) of the Securities Exchange Act of 1934.
|
|
|
|
Item
2(b).
|
|
Address
of Principal Business Office or, if None, Residence:
|
|
|
Each
of the reporting persons identified in Item 2(a) has its principal business office at:
3300
Edinborough Way, Suite 201, Edina, MN 55435
|
|
|
|
Item
2(c).
|
|
Citizenship:
|
|
|
First
Light Focus Fund, LP – Delaware limited partnership
First
Light Focus Fund GP, LLC – Delaware limited liability company
First
Light Asset Management, LLC – Delaware limited liability company
Mathew
P. Arens – United States citizen
|
|
|
|
Item
2(d).
|
|
Title
of Class of Securities:
|
|
|
Common
Stock, $0.01 par value
|
|
|
|
Item
2(e).
|
|
CUSIP
Number:
|
|
|
|
Item
3.
|
If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
☒
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
CUSIP
No .
|
759910102
|
|
Page
7 of 9
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☒
|
A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
(15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
Item
4.
|
Ownership.
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
|
|
|
(a)
|
Amount
beneficially owned:
|
|
|
First
Light Focus Fund, LP – 6,812,147
First
Light Focus Fund GP, LLC – 6,812,147
First
Light Asset Management, LLC – 7,225,311
Mathew
P. Arens – 7,335,278
|
|
|
|
|
(b)
|
Percent
of class:
|
|
|
First
Light Focus Fund, LP – 17.25%
First
Light Focus Fund GP, LLC – 17.25%
First
Light Asset Management, LLC – 18.29%
Mathew
P. Arens – 18.57%
|
|
|
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
First
Light Focus Fund, LP – 0
First
Light Focus Fund GP, LLC – 0
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 33,596
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
First
Light Focus Fund, LP – 6,812,147
First
Light Focus Fund GP, LLC – 6,812,147
First
Light Asset Management, LLC – 7,225,311
Mathew
P. Arens – 7,301,682
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
First
Light Focus Fund, LP – 0
First
Light Focus Fund GP, LLC – 0
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 33,596
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
|
|
First
Light Focus Fund, LP – 6,812,147
First
Light Focus Fund GP, LLC – 6,812,147
First
Light Asset Management, LLC – 7,225,311
Mathew
P. Arens – 7,301,682
|
CUSIP
No .
|
759910102
|
|
Page
8 of 9
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
Not
applicable
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
Not
applicable
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
Not
applicable
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
Not
applicable
|
|
|
Item
10.
|
Certification.
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
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.
|
FIRST
LIGHT FOCUS FUND, LP
|
|
|
|
|
Date:
|
February
14, 2020
|
|
|
|
|
By:
|
/s/
Jin K. Lien
|
|
Name:
|
Jin
K. Lien
|
|
Title:
|
Chief
Compliance Officer
|
|
FIRST
LIGHT FOCUS FUND GP, LLC
|
|
|
|
|
Date:
|
February
14, 2020
|
|
|
|
|
By:
|
/s/
Jin K. Lien
|
|
Name:
|
Jin
K. Lien
|
|
Title:
|
Chief
Compliance Officer
|
|
FIRST
LIGHT ASSET MANAGEMENT, LLC
|
|
|
|
|
Date:
|
February
14, 2020
|
|
|
|
|
By:
|
/s/
Jin K. Lien
|
|
Name:
|
Jin
K. Lien
|
|
Title:
|
Chief
Compliance Officer
|
|
Date:
|
February
14, 2020
|
|
|
|
|
Signature:
|
/s/
Mathew P. Arens
|
|
Name:
|
Mathew
P. Arens
|
CUSIP
No .
|
759910102
|
|
Page
9 of 9
|
Exhibit
A
JOINT
FILING AGREEMENT
The
Undersigned agree that the statement on Schedule 13G with respect to the common stock of Repro Med Systems, Inc, dated as of February
14, 2020, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to
and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
|
FIRST
LIGHT FOCUS FUND, LP
|
|
|
|
|
By:
|
/s/
Jin K. Lien
|
|
Name:
|
Jin
K. Lien
|
|
Title:
|
Chief
Compliance Officer
|
|
FIRST
LIGHT FOCUS FUND GP, LLC
|
|
|
|
|
By:
|
/s/
Jin K. Lien
|
|
Name:
|
Jin
K. Lien
|
|
Title:
|
Chief
Compliance Officer
|
|
FIRST
LIGHT ASSET MANAGEMENT, LLC
|
|
|
|
|
By:
|
/s/
Jin K. Lien
|
|
Name:
|
Jin
K. Lien
|
|
Title:
|
Chief
Compliance Officer
|
|
Signature:
|
/s/
Mathew P. Arens
|
|
Name:
|
Mathew
P. Arens
|
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