KORU Medical Systems, Inc 8-K, filed Aug 14, 2026
KORU Medical Systems, Inc. (KRMD)
About this 8-K
KORU Medical Systems, Inc filed this 8-K on August 14, 2026, reporting on events of August 13, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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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EXHIBIT 3.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED BY-LAWS
OF
KORU MEDICAL SYSTEMS, INC.
This Amendment No. 1 (this “Amendment”) to the Amended and Restated By-laws of KORU Medical Systems, Inc. effective February 5, 2026 (the “By-laws”) is made as of August 13, 2026 in accordance with Section 8.02 of the By-laws. Capitalized terms used herein and not otherwise herein defined are used as defined in the By-laws.
1. Section 3.05 of the By-laws is hereby amended to read in its entirety as follows:
3.05 Removal. Unless the Certificate of Incorporation provides for cumulative voting or the election of one or more directors by class or their election by holders of bonds, or requires all action by shareholders to be by a greater vote, any one or more of the directors may be removed, with or without cause, at any time, by vote of the shareholders holding a majority of the outstanding shares entitled to vote at any special meeting of the shareholders. A vacancy or vacancies occurring from such removal may be filled at the special meeting of shareholders or at a regular or special meeting of the Board of Directors.