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) November 19, 2025
KORU Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
0-12305 |
13-3044880 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 100 Corporate Drive, Mahwah, NJ |
07430 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area
code (845) 469-2042
______________________________________________
(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))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
| common stock, $0.01 par value |
KRMD |
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in 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 1.01. Entry into a Material Definitive Agreement
On November 19, 2025, the Company entered into an
Amended and Restated Manufacturing and Supply Agreement (the “Agreement”) with Command Medical Products, Inc. (“Command”),
pursuant to which Command has agreed to manufacture and supply the Company’s subassemblies, needle sets and tubing products pursuant
to the Company’s specifications and purchase orders. The Agreement, which is effective as of January 1, 2024, amends and restates
in its entirety the Manufacturing and Supply Agreement entered into between the Company and Command dated November 11, 2020.
The Agreement expires by its terms on December 31,
2026, and will automatically renew for successive one-year periods unless one party elects not to renew in accordance with the terms of
the Agreement. Either party may terminate the Agreement upon a material breach by the other Party that has not been cured within
45 days, upon the bankruptcy or insolvency of the other party or as otherwise expressly set forth in the Agreement.
The Agreement includes specific terms regarding pricing
and payment, rebates, and purchase commitments based on the Company’s forecast. The Agreement also includes customary provisions
relating to, among other things, delivery, inspection procedures, warranties, quality management, business continuity plans, handling
and transport, intellectual property, confidentiality and indemnification.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
Exhibit No. |
|
Description |
| |
|
|
|
| |
10.1 |
|
Amended and Restated
Manufacturing and Supply Agreement effective as of January 1, 2024, entered into on November 19, 2025, between KORU Medical
Systems, Inc. and Command Medical Products, Inc. (filed herewith) |
| |
|
|
|
| |
104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
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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.
| |
KORU Medical Systems, Inc.
(Registrant) |
| |
|
|
| Date: November 25, 2025 |
By: |
/s/ Linda Tharby |
| |
Linda Tharby
President and Chief Executive Officer |
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