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) November 1219, 2025

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

______________________________________________

(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~~Item 21.0201. ~~RESULTS~~Entry OFinto ~~OPERATIONS~~a ~~AND~~Material ~~FINANCIAL~~Definitive ~~CONDITION.~~Agreement

On November 19, 2025, the Company entered into an Amended and Restated Manufacturing and Supply Agreement (athe “Agreement”) ~~Public~~ ~~Announcement~~with orCommand ~~Release~~Medical Products, Inc. (“Command”), pursuant to which Command has agreed to manufacture and supply the Company’s subassemblies, needle sets and tubing products pursuant to the Company’s specifications and purchase orders. The Agreement, which is effective as of January 1, 2024, amends and restates in its entirety the Manufacturing and Supply Agreement entered into between the Company and Command dated November 11, 2020.

OnThe ~~November~~Agreement ~~12,~~expires ~~2025,~~by ~~KORU~~its ~~Medical~~terms ~~Systems,~~on ~~Inc.~~December ~~(the “Company”)~~31, ~~issued~~2026, aand ~~press~~will ~~release~~automatically ~~announcing~~renew ~~its~~for ~~financial~~successive ~~results~~one-year ~~for~~periods ~~the~~unless ~~third~~one ~~fiscal~~party ~~quarter ended~~elects ~~September~~not ~~30,~~to ~~2025~~renew ~~and~~in ~~updated~~accordance ~~financial~~with ~~guidance~~the ~~for~~terms of the ~~fiscal~~Agreement. Either ~~year~~party ~~ended~~may ~~December~~terminate ~~31,~~the ~~2025.~~Agreement ~~The~~upon ~~Company’s~~a ~~press release~~material isbreach ~~furnished~~by asthe ~~Exhibit~~other ~~99.1~~Party tothat ~~this~~has ~~Current~~not ~~Report~~been oncured ~~Form~~within 45 ~~8-K.~~days, Aupon ~~related~~the ~~conference~~bankruptcy ~~call~~or ~~will~~insolvency beof ~~held~~the onother ~~November~~party ~~12,~~or ~~2025~~as ~~at 4:30pm~~otherwise ~~Eastern~~expressly ~~Time~~set forth in the Agreement.

~~KORU~~The ~~Medical~~Agreement isincludes ~~making~~specific ~~reference~~terms toregarding ~~non-GAAP financial~~pricing ~~measures~~and inpayment, ~~both~~rebates, ~~the press release~~ and ~~the~~purchase ~~conference~~commitments ~~call.~~based ~~Our~~on ~~management~~the ~~believes that investors~~Company’ ~~understanding of KORU Medical’~~s ~~performance~~ isforecast. ~~enhanced~~The byAgreement ~~disclosing~~also ~~the~~includes ~~non-GAAP~~customary ~~financial measures of “adjusted EBITDA” and “adjusted diluted EPS”~~provisions ~~(each~~relating ~~as defined below) as a reasonable basis for comparison of our ongoing results of operations. KORU Medical strongly encourages investors~~ to, ~~review~~among ~~its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by KORU Medical may differ from similar measures used by~~ other ~~companies~~things, ~~even~~delivery, ~~when~~inspection ~~similar~~procedures, ~~terms~~warranties, ~~are~~quality ~~used~~management, tobusiness ~~identify~~continuity ~~such measures. Non-GAAP measures should not be considered replacements for~~plans, handling and ~~should~~transport, beintellectual ~~read together with~~property, ~~the~~confidentiality ~~most~~and ~~comparable GAAP financial measures~~indemnification. ~~A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.~~

WeItem define adjusted EBITDA as earnings (net (loss)/income) before interest (income)/expense, net, depreciation and amortization, reorganization charges, tax expense (refund) and stock-based compensation expense9. We believe that adjusted EBITDA is used by investors and other users of our financial statements as a supplemental financial measure that, when viewed with our GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to gain an understanding of the factors and trends affecting our business01. WeFinancial ~~also~~Statements ~~believe the disclosure of adjusted EBITDA helps investors meaningfully evaluate~~ and ~~compare our cash flow generating capacity from quarter to quarter and year to year~~Exhibits. ~~Adjusted EBITDA is used by management as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results against such expectations.~~

~~We present adjusted diluted earnings per share~~ (~~“adjusted diluted EPS”~~d) ~~after eliminating items that we believe are not part of our ordinary operations and affect the comparability of the periods presented~~ Exhibits. Adjusted diluted EPS includes adjustments from reported diluted earnings per share for interest (income)/expense, net, depreciation and amortization, reorganization charges, tax expense (refund) and stock-based compensation expense. We believe adjustments for these items allow investors to better understand our underlying operating results and facilitate comparisons between the periods shown. Management uses adjusted diluted EPS as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results against such expectations.

The information contained in this Item 2.02 of the Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

	Exhibit No.		Description

	10.1		Amended and Restated Manufacturing and Supply Agreement effective as of January 1, 2024, entered into on November 19, 2025, between KORU Medical Systems, Inc. and Command Medical Products, Inc. (filed herewith)

	104		Cover Page Interactive Data File (embedded within the inline XBRL document)

~~ITEM~~- ~~9.01.~~2 ~~FINANCIAL STATEMENTS AND EXHIBITS.~~-

~~(d) Exhibits.~~SIGNATURES

	Exhibit No.		Description
	99.1		Press Release, dated November 12, 2025
	104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

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	KORU Medical Systems, Inc. (Registrant)

Date: November 25, 2025	By:	/s/ Linda Tharby
		Linda Tharby President and Chief Executive Officer

~~SIGNATURES~~- 3 -

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: November 12, 2025	By:	/s/ Linda Tharby
		Linda Tharby President and Chief Executive Officer

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