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 12, 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
(a) Public Announcement or Release.
On November 12, 2025, KORU Medical Systems, Inc. (the “Company”)
issued a press release announcing its financial results for the third fiscal quarter
ended September 30, 2025 and updated financial guidance for the fiscal year ended December 31, 2025. The Company’s press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A related conference call will be held on November 12, 2025 at
4:30pm Eastern Time.
KORU Medical is making reference to non-GAAP financial
measures in both the press release and the conference call. Our management believes that investors’ understanding of KORU Medical’s
performance is enhanced by disclosing the non-GAAP financial measures of “adjusted EBITDA” and “adjusted diluted EPS”
(each as defined below) as a reasonable basis for comparison of our ongoing results of operations. KORU Medical strongly encourages investors
to review its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP
measures used by KORU Medical may differ from similar measures used by other companies, even when similar terms are used to identify such
measures. Non-GAAP measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial
measures. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.
We define adjusted EBITDA as earnings (net (loss)/income)
before interest (income)/expense, net, depreciation and amortization, reorganization charges, tax expense (refund) and stock-based compensation
expense. We believe that adjusted EBITDA is used by investors and other users of our financial statements as a supplemental financial
measure that, when viewed with our GAAP results and the accompanying reconciliation, we believe provides additional information that is
useful to gain an understanding of the factors and trends affecting our business. We also believe the disclosure of adjusted EBITDA helps
investors meaningfully evaluate and compare our cash flow generating capacity from quarter to quarter and year to year. Adjusted EBITDA
is used by management as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results
against such expectations.
We present adjusted diluted earnings per share (“adjusted
diluted EPS”) after eliminating items that we believe are not part of our ordinary operations and affect the comparability of the
periods presented. Adjusted diluted EPS includes adjustments from reported diluted earnings per share for interest (income)/expense, net,
depreciation and amortization, reorganization charges, tax expense (refund) and stock-based compensation expense. We believe adjustments
for these items allow investors to better understand our underlying operating results and facilitate comparisons between the periods shown.
Management uses adjusted diluted EPS as a supplemental internal measure for planning and forecasting overall expectations and for evaluating
actual results against such expectations.
The information contained in this Item 2.02 of the
Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any
filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as
expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| |
Exhibit No. |
|
Description |
| |
|
|
|
| |
99.1 |
|
Press Release, dated November 12, 2025 |
| |
|
|
|
| |
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 12, 2025 |
By: |
/s/ Linda Tharby |
| |
Linda Tharby
President and Chief Executive Officer |
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