KORU (KRMD) Form 4: 300K RSU + 600K Options at $3.44

Rhea-AI Filing Summary

KORU Medical Systems insider award summary: Adam R. Kalbermatten, the company’s Chief Commercial Officer, received a 300,000-share restricted stock award as an employment inducement and an option to buy 600,000 shares. The restricted shares vest 25% annually beginning July 28, 2026, subject to acceleration under his employment agreement. The option carries a $3.44 exercise price, a listed expiration of August 1, 2035, and a vesting schedule of one-fourth on August 1, 2026 and on each anniversary thereafter for three years.

What this means: The grants align compensation with future service and performance but create potential dilution of up to 900,000 shares if fully issued and exercised. Both holdings are reported as directly owned by the reporting person.

Positive

• Alignment of interests: Grants link the Chief Commercial Officer’s compensation to long-term performance through restricted stock and options.
• Retention focus: Both the restricted shares and options have multi-year vesting schedules (25% annually), encouraging continued service.

Negative

• Potential dilution: Up to 900,000 shares could be added if the restricted stock vests and the options are fully exercised, which may dilute existing shareholders.
• Limited disclosure in this filing: The document does not provide total outstanding shares or market context, so percent dilution and immediate financial impact cannot be determined here.

Insights

Financial Analyst

TL;DR: Significant equity-based compensation granted to CCO; aligns incentives but increases potential share dilution.

The 300,000 restricted shares and 600,000 options represent a meaningful equity package for a senior commercial officer. The restricted stock vests 25% annually starting July 28, 2026, which supports retention. The option exercise price is explicitly $3.44 with an expiration noted as August 1, 2035 and a four-year vesting cadence. For investors, the immediate cash impact is minimal, but full exercise would dilute existing shareholders by 900,000 shares. Without outstanding share count or market price in the filing, the exact dilution percentage and financial impact cannot be determined from this document alone.

Corporate Governance Expert

TL;DR: Standard inducement equity grants documented with clear vesting; governance implications are routine but material to monitor.

The filing documents an employment inducement award and an option grant reported as direct ownership. Vesting provisions are explicit, including acceleration provisions referenced for the restricted stock. These details are governance-relevant because they affect alignment, retention incentives, and potential future insider selling once vested or exercised. The filing does not disclose board approval language beyond the award terms nor any clawback or post-termination treatment in this document, so readers should reference the employment agreement for full governance implications.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KALBERMATTEN ADAM R

(Last) (First) (Middle)

C/O KORU MEDICAL SYSTEMS, INC.

100 CORPORATE DRIVE

(Street)

MAHWAH NJ 07430

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KORU Medical Systems, Inc. [ KRMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/28/2025		A		300,000(1)	A	$0	300,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to buy Common Stock	$3.44	08/01/2025		A		600,000		(2)	08/01/2035	Common Stock	600,000	$0	600,000	D

Explanation of Responses:

1. Represents shares of restricted stock issued as an employment inducement award that vest 25% annually commencing July 28, 2026, subject to acceleration as provided in his employment agreement.

2. One-fourth will vest on August 1, 2026 and on each first, second and third anniversary thereof.

Remarks:

The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person. Power of Attorney has been previously filed.

	/s/ Thomas Adams-Attorney-in-Fact	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did KRMD report in this Form 4 for Adam R. Kalbermatten?

The filing reports a 300,000 restricted stock award and an option to buy 600,000 shares held directly by the reporting person.

When do the restricted shares and options vest for KRMD's CCO?

The restricted shares vest 25% annually beginning July 28, 2026. The option vests one-fourth on August 1, 2026 and on each first, second and third anniversary thereafter.

What is the exercise price and expiration for the option reported on KRMD Form 4?

The option has an explicit $3.44 exercise price and a listed expiration of August 1, 2035.

How many shares could be issued if the grants fully vest and options are exercised?

If the restricted stock vests and the option is fully exercised, up to 900,000 shares could be issued or acquired.

What is the reporting person’s role at KORU Medical Systems (KRMD)?

The Form 4 identifies the reporting person as the company’s Chief Commercial Officer.