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 19, 2026
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 2026 Annual Meeting of Shareholders held on May 19, 2026:
Total shares voted: 36,678,784
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 | Against | Abstain | Broker Non-Vote |
| R. John Fletcher | 25,202,422 | 647,041 | 8,671 | 10,820,650 |
| Robert A. Cascella | 25,635,760 | 213,703 | 8,671 | 10,820,650 |
| Donna French | 25,801,738 | 41,675 | 14,721 | 10,820,650 |
| Joseph M. Manko, Jr. | 25,794,709 | 54,754 | 8,671 | 10,820,650 |
| Shahriar (Shar) Matin | 25,800,075 | 41,322 | 16,737 | 10,820,650 |
| Linda Tharby | 25,446,988 | 402,677 | 8,469 | 10,820,650 |
| Edward Wholihan | 25,804,371 | 44,791 | 8,972 | 10,820,650 |
Proposal 2: Approval of an amendment to the 2024 Omnibus Equity Incentive Plan to increase the available number of shares.
The Company’s shareholders approved the amendment to the 2024 Omnibus Equity Incentive Plan to increase the available number of shares.
| For | Against | Abstain | Broker Non-Vote | |
| Number of Shares | 25,018,973 | 826,145 | 13,016 | 10,820,650 |
Proposal 3: Advisory approval 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 | 25,723,379 | 91,649 | 43,106 | 10,820,650 |
Proposal 4: Advisory approval of the frequency of future votes on executive compensation.
The Company’s shareholders, on an advisory basis, approved the frequency of future votes on executive compensation to be every one year.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | |
| Number of Shares | 24,865,692 | 61,741 | 916,055 | 14,646 | 10,820,650 |
Proposal 5: Ratification of the appointment of independent registered accountants for the 2026 fiscal year.
The Company’s shareholders ratified the appointment of Cherry Bekaert LLP as the company’s independent registered public accountants for the 2026 fiscal year.
| For | Against | Abstain | |
| Number of Shares | 36,500,510 | 19,629 | 158,645 |
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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: May 19, 2026 | By: | /s/ Linda Tharby |
| Linda Tharby Chief Executive Officer | ||
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