As filed with the Securities and Exchange Commission on March 12, 2025
Registration No. 333-273300
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-273300)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| KORU Medical Systems, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 13-3044880 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
100 Corporate Drive Mahwah, NJ |
07430 | |
| (Address of Principal Executive Offices) | (Zip Code) |
|
Individual Inducement Non-Qualified Stock Option Award |
| (Full Title of the Plans) |
Copies of all correspondence to:
|
Heather R. Badami, Esq. Royer Cooper Cohen Braunfeld LLC Two Logan Square 100 N. 18th Street, Suite 710 Philadelphia, PA 19103 |
| (Name and address of agent for service) |
| (215) 839-1000 |
| (Telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
KORU Medical Systems, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the “Post-Effective Amendment”) to deregister the unissued and unsold shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that were originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 18, 2023 (Registration Statement No. 333-265943 and referred to herein as the “Prior Registration Statement”) for offer or sale pursuant to the Individual Inducement Non-Qualified Stock Option Award issued to Andrew D. C. LaFrence, the Company’s former Chief Financial Officer. The Prior Registration Statement registered 300,000 shares of Common Stock for issuance under the Individual Inducement Non-Qualified Stock Option Award, and no shares were issued pursuant to such Award.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mahwah, State of New Jersey, on March 12, 2025.
| KORU Medical Systems, Inc. | |||
| By: | /s/ Linda Tharby | ||
| Name: | Linda Tharby | ||
| Title: | Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.
| Signature | Title | Date | ||
| /s/ Linda Tharby | Chief Executive Officer and Director | |||
| Linda Tharby | (Principal Executive Officer) | March 11, 2025 | ||
| /s/ Thomas Adams | Chief Financial Officer | |||
| Thomas Adams | (Principal Financial Officer and Principal Accounting Officer) | March 11, 2025 | ||
| /s/ R. John Fletcher | ||||
| R. John Fletcher | Chairman of the Board | March 11, 2025 | ||
| /s/ Robert A. Cascella | ||||
| Robert A. Cascella | Director | March 11, 2025 | ||
| /s/ Donna French | ||||
| Donna French | Director | March 11, 2025 | ||
| /s/ Joseph M. Manko, Jr. | ||||
| Joseph M. Manko, Jr. | Director | March 11, 2025 | ||
| /s/ Shahriar (Shar) Matin | ||||
| Shahriar (Shar) Matin | Director | March 11, 2025 | ||
| /s/ Edward Wholihan | ||||
| Edward Wholihan | Director | March 11, 2025 |
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