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    KORU Medical Systems Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/15/25 4:56:41 PM ET
    $KRMD
    Medical/Dental Instruments
    Health Care
    Get the next $KRMD alert in real time by email
    Form 8-K
    false 0000704440 0000704440 2025-05-14 2025-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

    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)   May 14, 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

     

         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 5.07.  Submission of Matters to a Vote of Security Holders.

     

    Set forth below are the voting results from the 2025 Annual Meeting of Shareholders held on May 14, 2025:

     

    Total shares voted: 36,949,703

     

     

    Proposal 1: Election of Directors

     

    The nominees for director set forth under “Nominees” below were elected to the Company’s board of directors.

     

      Number of Shares
    Nominees For Withheld Broker Non-Vote
    R. John Fletcher 23,687,036 265,342 12,997,325
    Robert A. Cascella 23,574,888 377,490 12,997,325
    Donna French 23,886,587 65,791 12,997,325
    Joseph M. Manko, Jr. 23,872,625 79,753 12,997,325
    Shahriar (Shar) Matin 23,887,457 64,921 12,997,325
    Linda Tharby 23,893,248 59,130 12,997,325
    Edward Wholihan 23,905,034 47,344 12,997,325

     

     

    Proposal 2: Approval, on an advisory basis, of the compensation of the Company’s executive officers.

     

    The Company’s shareholders, on an advisory basis, approved the compensation of the Company’s executive officers.

     

      For Against Abstain Broker Non-Vote
    Number of Shares 23,167,952 702,827 81,599 12,997,325

     

     

    Proposal 3: Ratification of the appointment of independent registered accountants for the 2025 fiscal year.

     

    The Company’s shareholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accountants for the 2025 fiscal year.

     

      For Against Abstain
    Number of Shares 36,910,101 9,621 29,981

     

    - 2 -


     

    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:  May 14, 2025 By: /s/ Linda Tharby
      Linda Tharby
    Chief Executive Officer

     

    - 3 -


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