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) March 30, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Reference is made to the disclosure under Item 2.03
below which is hereby incorporated in this Item 1.01 by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On March 30, 2026, KORU Medical Systems, Inc. (the
“Company”) entered into an amendment (the “Amendment”) to its loan and security agreement, by and between the
Company and HSBC Ventures USA Inc., as lender, dated March 8, 2024, as amended (the “Loan and Security Agreement”), relating
to a revolving credit facility in an aggregate principal amount not to exceed $5,000,000 (the “Revolver”) and a term loan
facility in an aggregate principal amount not to exceed $5,000,000 (the “Term Loan” and collectively with the Revolver, the
“Credit Facility”). The Company has not drawn on the Credit Facility, and there is no obligation for the Company to do so
at any time.
The Amendment extends the maturity of the $5,000,000
Revolver from December 31, 2026 to March 30, 2028, and extends the interest-only period of the $5,000,000 Term Loan from September 30,
2026 to June 30, 2027 with a possible further extension to December 31, 2027 upon the achievement of certain EBITDA milestones as set
forth therein. The Term Loan maturity has been extended from December 1, 2028 to December 1, 2029. The Amendment lowers the interest rate
floor to 5.50% from 6.50% for the Revolver and the Term Loan. The Amendment removes the adjusted quick ratio covenant for both the Term
Loan and the Revolver. The adjusted quick ratio covenant for the Revolver has been replaced with a remaining months liquidity covenant
of at least twelve months, to be tested monthly beginning the first month the Revolver is drawn on; provided, however, the Company will
be in compliance if trailing three (3) month average Adjusted EBITDA (as defined in the Revolver) is positive.
The foregoing description of the Amendment is qualified
in its entirety by reference to the full text of the Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated
by reference into this Item 1.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1+ |
|
Amendment No. 3 to Loan and Security Agreement dated as of March 30, 2026
by and between KORU Medical Systems, Inc. and HSBC Ventures USA Inc. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
+ Schedules and exhibits have been omitted
pursuant to Item 601(b)(10) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or
exhibit to the U.S. Securities and Exchange Commission upon request.
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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: April 3, 2026 |
By: |
/s/ Thomas Adams |
| |
Thomas Adams
Chief Financial Officer |
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