KORU Medical Systems, Inc 8-K, filed Jun 28, 2022
KORU Medical Systems, Inc. (KRMD)
About this 8-K
KORU Medical Systems, Inc filed this 8-K on June 28, 2022, reporting on events of June 22, 2022.
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
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CURRENT REPORT
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ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On March 2, 2022, the Board of Directors (the “Board”) of Repro Med Systems, Inc. (the “Company”) unanimously adopted a resolution to amend the Company’s Restated Certificate of Incorporation, as amended, to change the legal name of the Company from “Repro Med Systems Inc.” to “KORU Medical Systems, Inc.” subject to shareholder approval. The Company had previously been operating under the registered “doing business as” name, “KORU Medical Systems” since October 24, 2019. At the May 6, 2022 Annual Meeting of Shareholders, the Company’s shareholders ratified and approved the Board’s resolution to change the Company’s name.
On June 21, 2022, the Company filed with the state of New York a Certificate of Amendment (the “Certificate”) to the Company’s Restated Certificate of Incorporation, as amended, to change the Company’s name to KORU Medical Systems, Inc., which change was evidenced by the state of New York on June 22, 2022.
A copy of the Certificate reflecting this amendment is attached as Exhibit 3.1 hereto and incorporated by reference.
The Company’s common stock will continue to trade on the Nasdaq Stock Market under the ticker symbol “KRMD”. Outstanding stock certificates for shares of the Company are not affected by the name change; they continue to be valid and need not be exchanged.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation, as amended. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 28, 2022 | By: | /s/ Karen Fisher |
| Karen Fisher Chief Financial Officer | ||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
REPRO MED SYSTEMS, INC.
Under Section 805 of the Business Corporation Law
FIRST: The current name of the corporation is Repro Med Systems, Inc.
SECOND: The date of filing of the certificate of incorporation with the Department of State is March 24, 1980.
THIRD: The amendment effected by this certificate of amendment is as follows: Paragraph FIRST of the Certificate of Incorporation relating to the name of the corporation is amended to read in its entirety as follows:
FIRST: The name of the Corporation is KORU Medical Systems, Inc.
FOURTH: The certificate of amendment was authorized by the vote of the Board of Directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.
IN WITNESS WHEREOF, I have signed my name this 21st day of June, 2022.
/s/ Linda Tharby
President and Chief Executive Officer