08/11/2025 | Press release | Distributed by Public on 08/11/2025 14:26
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units(1) | (2) | 05/12/2025 | A(1) | 55,911 | (3) | (3) | Common Stock | 55,911 | $ 0 | 55,911 | D | ||||
| Restricted Stock Units(1) | (2) | 05/12/2025 | A(1) | 111,729 | (4) | (4) | Common Stock | 111,729 | $ 0 | 111,729 | D | ||||
| Option to buy Common Stock(1) | $3.21 | 05/12/2025 | A(1) | 94,772 | (5) | 05/12/2035 | Common Stock | 94,772 | $ 0 | 94,772 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Tharby Linda M C/O KORU MEDICAL SYSTEMS, INC. 100 CORPORATE DRIVE MAHWAH, NJ 07430 |
X | President and CEO | ||
| /s/ Thomas Adams-Attorney-in- Fact | 08/07/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each of the reported securities represent awards made pursuant to the Company's 2024 Omnibus Equity Incentive Plan in connection with the Company's 2025 Long-Term Incentive Program. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of KORU Medical Systems, Inc. (the "Company") upon vesting. |
| (3) | One-fourth will vest on May 12, 2026 and on each first, second and third anniversary thereof or upon an earlier change in control of the Company. |
| (4) | These restricted stock units will vest based upon achievement of certain performance conditions as of December 31, 2027 or upon an earlier change in control of the Company. The amount reported represents the amount of shares payable at target performance; the Reporting Person could earn 0%-150% of the amount reported depending on the level of performance achieved, multiplied by between 0.5 to 1.5 times of the earned number of shares. These restricted stock units will vest at 100% of the amount reported upon a change in control of the Company prior to December 31, 2027. |
| (5) | One-fourth will vest on May 12, 2026 and on each first, second and third anniversary thereof. |
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Remarks: The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person. Power of Attorney has been previously filed. |
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