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) June 24, 2026
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 June 24, 2026, KORU Medical Systems, Inc. (the
“Company”) entered into that certain Amendment No. 1 to Amended and Restated Manufacturing and Supply Agreement (the “Amendment”)
with Command Medical Products, LLC (“Command”), which amends that certain Amended and Restated Manufacturing and Supply Agreement
dated January 1, 2024 between the Company and Command (the “Agreement”). Under the Agreement, Command manufactures and supplies
the Company’s subassemblies, needle sets and tubing products pursuant to the Company’s specifications and purchase orders
(the “Products”). The Amendment amends certain provisions of the Agreement for purposes of, among other things, (i) extending
the initial term of the Agreement, (ii) modifying various pricing and payment terms, including Product pricing, annual price adjustments
and application of pass-through cost savings, (iii) establishing each party’s rights and obligations with respect to a second manufacturing
site, including the obligation for Command to obtain and qualify such second manufacturing site by December 31, 2027 and the Company’s
right to terminate the Agreement in the event Command fails to do the same (subject to a thirty (30) day cure period), (iv) establishing
Command as the exclusive manufacturer of a limited set of Products, (v) broadening the applicability of the wind-up period rights and
obligations, (vi) clarifying the intellectual property ownership between the parties and the corresponding intellectual property licenses
granted under the Agreement; (vii) making the assignment rights mutual, and (viii) removing the non-competition provision.
The initial term of the Agreement now expires by its
terms on December 31, 2031, however the term of the Agreement will still automatically renew for successive one-year periods unless one
party elects not to renew by providing the other party with at least one hundred and eighty (180) days prior notice of its intent not
to renew the Agreement. Each party’s termination rights remain unchanged, where either party may terminate the Agreement (i)
upon a material breach by the other Party that has not been cured within 45 days, (ii) upon the bankruptcy or insolvency of the other
party, (iii) in the event of force majeure continuing for at least thirty (30) days, or (iv) as otherwise expressly set forth in the Agreement.
The Amendment provides the Company an additional right to terminate the Agreement in the event Command fails to satisfy the requirements
for the second manufacturing site and does not cure such failure within thirty (30) days.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
Exhibit No. |
|
Description |
| |
|
|
|
| |
10.1 |
|
Amendment No. 1 to Amended and
Restated Manufacturing and Supply Agreement effective as of June 24, 2026, entered into on June 24, 2026, between KORU Medical
Systems, Inc. and Command Medical Products, LLC (filed herewith) |
| |
|
|
|
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104 |
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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: June 30, 2026 |
By: |
/s/ Thomas Adams |
| |
Thomas Adams
Chief Financial Officer |
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