KORU Medical Systems Inc.

08/11/2025 | Press release | Distributed by Public on 08/11/2025 14:26

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Tharby Linda M
2. Issuer Name and Ticker or Trading Symbol
KORU Medical Systems, Inc. [KRMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O KORU MEDICAL SYSTEMS, INC., 100 CORPORATE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2025
(Street)
MAHWAH, NJ 07430
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tharby Linda M
C/O KORU MEDICAL SYSTEMS, INC.
100 CORPORATE DRIVE
MAHWAH, NJ 07430
X President and CEO

Signatures

/s/ Thomas Adams-Attorney-in- Fact 08/07/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.

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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
KORU Medical Systems Inc. published this content on August 11, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on August 11, 2025 at 20:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]