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) February 5, 2026
KORU Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-39086 |
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 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
Effective February 5, 2026, the Board of Directors
(the “Board”) of KORU Medical Systems, Inc. (the “Company”) unanimously adopted a resolution to amend and restate
the Company’s By-laws in connection with the Securities and Exchange Commission rules regarding universal proxy cards and a periodic
review of the bylaws. The changes to the By-laws enhance the existing procedural mechanics and disclosure requirements in connection with
stockholder nominations of directors and submission of stockholder proposals made in connection with annual and special meetings of stockholders.
These changes include, without limitation:
• Requiring additional disclosures,
representations and acknowledgments from nominating or proposing stockholders, proposed nominees and other persons associated with nominating
or proposing stockholders, including regarding compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, with
respect to nominating stockholders; and
• Changing the advance notice deadline
for stockholders to bring director nominations in the event of an increase in the number of directors under certain circumstances.
A copy of the Amended and Restated By-laws is attached
as Exhibit 3.1 hereto and incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| |
Exhibit No. |
|
Description |
| |
|
|
|
| |
3.1 |
|
Amended and Restated By-laws of KORU Medical Systems, Inc. |
| |
|
|
|
| |
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: February 10, 2026 |
By: |
/s/ Linda Tharby |
| |
Linda Tharby
President and Chief Executive Officer |
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