KORU Medical Systems, Inc. 8-K

What Happened

• KORU Medical Systems, Inc. (KRMD) filed an 8-K on Feb 11, 2026 disclosing that its Board unanimously adopted amended and restated bylaws effective February 5, 2026. The amendments were made to align with SEC rules on universal proxy cards and as part of a periodic bylaws review. The changes tighten and clarify procedures and disclosure requirements for stockholder nominations of directors and for stockholder proposals at annual and special meetings.

Key Details

• Effective date: February 5, 2026; 8-K filed February 11, 2026.
• Adds required disclosures, representations and acknowledgments from nominating/proposing stockholders, proposed nominees, and related persons — including provisions addressing compliance with SEC Rule 14a-19 (universal proxy).
• Adjusts the advance notice deadline for stockholders to submit director nominations in certain circumstances (specifically when the number of directors increases).
• The Amended and Restated By-laws are attached as Exhibit 3.1 to the filing.

Why It Matters

• For investors and activist shareholders, these bylaw changes affect how and when you can nominate directors or submit proposals — including new disclosure obligations tied to universal proxy rules.
• The timing and procedural changes could influence the feasibility and timing of proxy contests or shareholder-driven nominations, and may require additional preparation or documentation from nominating parties.
• These are governance-level changes (not financial results) that can affect shareholder engagement and board composition processes going forward.