---
schema_version: "secwatch.filing_event.v1"
accession: "0001161697-23-000302"
form_type: "8-K"
ticker: "KRMD"
cik: "0000704440"
company_name: "KORU Medical Systems, Inc."
filed_at: "2023-05-17T23:59:59+00:00"
generated_at: "2026-06-14T22:48:26.954726+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# KORU Medical reincorporates in Delaware, files $71.25M shelf registration

## Summary
- Reincorporation effective May 16, 2023; each NY share converted to one DE share; business unchanged.
- Same board of directors and executive officers; committees unchanged.
- Filed new universal shelf S-3 for up to $71.25M; replaces expiring 2020 shelf, provides capital flexibility.
- Annual meeting: all director nominees elected, advisory say-on-pay approved, auditor ratified.

## SEC filing metadata
- accession: 0001161697-23-000302
- form_type: 8-K
- ticker: KRMD
- cik: 0000704440
- company_name: KORU Medical Systems, Inc.
- filed_at: 2023-05-17T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 1.01, 5.02, 3.03, 5.03, 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/704440/000116169723000302/0001161697-23-000302-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/704440/000116169723000302/form_8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001161697-23-000302
- JSON: https://secwatch.observer/filing/0001161697-23-000302.json
- Plain text: https://secwatch.observer/filing/0001161697-23-000302.txt

## Key facts
- Material Agreements
  KORU Medical Systems, Inc. entered into Agreement and Plan of Merger with KORU Medical Systems, Inc., a Delaware corporation (effective 2023-05-16).
  - Action: entry
  - Agreement: merger
  - Counterparty: KORU Medical Systems, Inc., a Delaware corporation
  - Effective: 2023-05-16
  source text: Reincorporation Merger On May 16, 2023 (the “Effective Date”), KORU Medical Systems, Inc., a New York corporation (“KORU Medical NY” or, prior to the Reincorporation (as defined below), the “Company”), effected the change of the Company’s jurisdiction of incorporation from New York to Delaware (the “Reincorporation”) by merging (the “Reincorporation Merger”) with a direct wholly owned subsidiary, KORU Medical Systems, Inc., a Delaware corporation (“KORU Medical DE” or, following the Reincorporation, the “Company”), pursuant to an Agreement and Plan of Merger (the “Reincorporation Merger Agreement”), dated as of May 12, 2023, by and between KORU Medical NY and KORU Medical DE, which is attached hereto as Exhibit 2.1 and incorporated by reference herein.
  evidence_url: https://www.sec.gov/Archives/edgar/data/704440/000116169723000302/0001161697-23-000302-index.htm
- Shareholder Votes
  KORU Medical Systems, Inc. shareholders approved Election of Directors at the 2023-05-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: 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 23,280,983 2,802,820 11,378,757 Robert A. Cascella 23,391,600 2,692,203 11,378,757 Donna French 26,032,722 51,081 11,378,757 Joseph M. Manko, Jr. 23,009,051 3,074,752 11,378,757 Shahriar (Shar) Matin 26,032,222 51,581 11,378,757 Linda Tharby 26,021,747 62,056 11,378,757
  evidence_url: https://www.sec.gov/Archives/edgar/data/704440/000116169723000302/0001161697-23-000302-index.htm
- Shareholder Votes
  KORU Medical Systems, Inc. shareholders approved Ratification of the appointment of independent registered accountants for the 2023 fiscal year. at the 2023-05-17 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: Proposal 3: Ratification of the appointment of independent registered accountants for the 2023 fiscal year. The Company’s shareholders ratified the appointment of McGrail Merkel Quinn & Associates, P.C. as the company’s independent registered public accountants for the 2023 fiscal year. For Against Abstain Number of Shares 34,150,506 3,284,652 27,402 -
  evidence_url: https://www.sec.gov/Archives/edgar/data/704440/000116169723000302/0001161697-23-000302-index.htm
- Shareholder Votes
  KORU Medical Systems, Inc. shareholders approved Approval, on an advisory basis, of the compensation of the Company’s executive officers. at the 2023-05-17 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-17
  source text: 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 25,941,889 113,998 27,916 11,378,757
  evidence_url: https://www.sec.gov/Archives/edgar/data/704440/000116169723000302/0001161697-23-000302-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.