KORU Medical shifts director removal power to shareholders

Q: What governance change did KORU Medical Systems (KRMD) disclose on August 13, 2026?

KORU Medical Systems disclosed a bylaw amendment effective August 13, 2026, placing director removal authority exclusively with shareholders holding a majority of outstanding shares, in line with Delaware General Corporation Law.

Q: Did KORU Medical Systems’ board intend to remove any director when amending its bylaws?

No. The Board stated it has not previously voted to remove any director and has no intention or agreement to vote to remove any director in connection with this bylaw amendment.

Q: Which section of KORU Medical Systems’ bylaws was amended in this 8-K filing?

KORU Medical Systems amended Section 3.05 of its Amended and Restated By-laws, clarifying that removal of directors requires an affirmative vote of shareholders holding a majority of outstanding shares.

Q: What exhibit was filed with KORU Medical Systems’ (KRMD) 8-K about the bylaw change?

The company filed Exhibit 3.1, titled “Amendment No. 1 to Amended and Restated By-laws of KORU Medical Systems, Inc.,” along with an Inline XBRL cover page data file as Exhibit 104.

KORU Medical Systems, Inc. reports a governance change approved by its Board of Directors effective August 13, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

KORU Medical Systems, Inc. reports a governance change approved by its Board of Directors effective August 13, 2026. The company amended Section 3.05 of its Amended and Restated By-laws so that, consistent with the Delaware General Corporation Law, the authority to remove any director rests exclusively with shareholders through an affirmative vote of holders of a majority of the company’s outstanding shares.

The Board states it has never voted to remove a director and has no intention or agreement to do so. The amendment is filed as an exhibit to this report.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Effective date of bylaw amendment: August 13, 2026 Filing signature date: August 14, 2026 Director removal vote threshold: Majority of outstanding shares

3 metrics

Effective date of bylaw amendment August 13, 2026 Date the Board’s amendment to Section 3.05 became effective

Filing signature date August 14, 2026 Date the report was signed by the Chief Executive Officer

Director removal vote threshold Majority of outstanding shares Shareholder vote required to remove a director under amended bylaws

Key Terms

Delaware General Corporation Law, Amended and Restated By-laws, Emerging growth company

3 terms

Delaware General Corporation Law regulatory

"in compliance with the Delaware General Corporation Law, the authority to remove a director"

A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.

Amended and Restated By-laws regulatory

"amend Section 3.05 of the Company’s Amended and Restated By-laws"

Emerging growth company regulatory

"Emerging growth company [_] [_] ITEM 5.03"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance change did KORU Medical Systems (KRMD) disclose on August 13, 2026?

KORU Medical Systems disclosed a bylaw amendment effective August 13, 2026, placing director removal authority exclusively with shareholders holding a majority of outstanding shares, in line with Delaware General Corporation Law.

Who now has the authority to remove directors at KORU Medical Systems (KRMD)?

The authority to remove a director is now vested exclusively in shareholders, requiring an affirmative vote of holders of a majority of KORU’s outstanding shares, rather than any board-level removal mechanism.

Did KORU Medical Systems’ board intend to remove any director when amending its bylaws?

No. The Board stated it has not previously voted to remove any director and has no intention or agreement to vote to remove any director in connection with this bylaw amendment.

Which section of KORU Medical Systems’ bylaws was amended in this 8-K filing?

KORU Medical Systems amended Section 3.05 of its Amended and Restated By-laws, clarifying that removal of directors requires an affirmative vote of shareholders holding a majority of outstanding shares.

What exhibit was filed with KORU Medical Systems’ (KRMD) 8-K about the bylaw change?

The company filed Exhibit 3.1, titled “Amendment No. 1 to Amended and Restated By-laws of KORU Medical Systems, Inc.,” along with an Inline XBRL cover page data file as Exhibit 104.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2026 - 04:01 PM EDT

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) August 13, 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, New Jersey	07430
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (845) 469-2042

not applicable

(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 August 13, 2026, the Board of Directors (the “Board”) of KORU Medical Systems, Inc. (the “Company”) unanimously adopted a resolution to amend Section 3.05 of the Company’s Amended and Restated By-laws (“By-laws”) to state that, in compliance with the Delaware General Corporation Law, the authority to remove a director from the Board is vested exclusively in the affirmative vote of shareholders holding a majority of the Company’s outstanding shares. The Board has not previously voted to remove, and has not had any intention or agreement to vote to remove, any director from the Board.

A copy of the amendment to the 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		Amendment No. 1 to 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: August 14, 2026	By:	/s/ Adam Kalbermatten
		Adam Kalbermatten Chief Executive Officer

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents