KORU Medical Systems Announces Director Changes and Officer Appointments

TL;DR

KORU board shakeup: O'Hanlon & Johnson out, Johnson & O'Hanlon back in, new officers appointed.

AI Summary

KORU Medical Systems, Inc. announced on July 24, 2024, the departure of two directors, Michael J. O'Hanlon and David L. Johnson. The company also announced the election of two new directors, David L. Johnson (re-elected) and Michael J. O'Hanlon (re-elected), and the appointment of new officers. The filing also details compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive appointments can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director departures and new appointments, along with changes in officer roles and compensatory arrangements, can indicate internal shifts that may affect company direction.

Key Players & Entities

• KORU Medical Systems, Inc. (company) — Registrant
• Michael J. O'Hanlon (person) — Departing Director and Newly Elected Director
• David L. Johnson (person) — Departing Director and Newly Elected Director
• July 24, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — nge on which registered common stock, $0.01 par value KRMD The Nasdaq Stock Marke
• $350,000 — zdan's annual base compensation will be $350,000 ("Base Salary") and may change at the B

Filing Documents

• form_8-k.htm (8-K) — 27KB
• ex_10-1.htm (EX-10) — 64KB
• 0001161697-24-000314.txt ( ) — 279KB
• krmd-20240724.xsd (EX-101.SCH) — 3KB
• krmd-20240724_lab.xml (EX-101.LAB) — 33KB
• krmd-20240724_pre.xml (EX-101.PRE) — 22KB
• form_8-k_htm.xml (XML) — 3KB

01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On July 24, 2024, the Company announced that Christopher Pazdan, the Senior Vice President, Operations of KORU Medical Systems, Inc. (the "Company"), was appointed to the newly-created position of Chief Operating Officer of the Company, effective July 18, 2024. In connection with his appointment, Mr. Pazdan entered into an Amended and Restated Employment Agreement with the Company dated as of July 18, 2024 (the "A&R Employment Agreement"). The following summary of the A&R Employment Agreement does not purport to be complete and is subject to and qualified by its entirety by the terms of the A&R Employment Agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K and incorporated herein by reference. The material terms of the A&R Employment Agreement are as follows: Mr. Pazdan's annual base compensation will be $350,000 ("Base Salary") and may change at the Board's sole and absolute discretion in consultation with the Company's Chief Executive Officer. Mr. Pazdan will be eligible to earn an annual bonus of up to 50% of Base Salary in accordance with the Company's annual incentive compensation plan (the "Annual Bonus"). Mr. Pazdan's employment with the Company is "at-will", meaning that Mr. Pazdan may terminate his employment at any time for any reason or no reason, and the Company may terminate Mr. Pazdan's employment at any time for any reason or no reason. Upon termination of Mr. Pazdan's employment by the Company without Cause or for Good Reason (each capitalized terms as defined in the A&R Employment Agreement), subject to his execution of a customary general release of claims in favor of the Company and its affiliates, Mr. Pazdan will be entitled to receive an amount equal to twelve (12) months of his then-current Base Salary, to be paid in accordance with the Company's normal payroll practices after the termination date, subject to certain exceptions. For the same twe

02. DEPARTURE OF DIRECTORS OR

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On July 18, 2024, the Company's Board of Directors eliminated the position of Chief Technology Officer, currently held by Brian Case, effective as of September 16, 2024. Mr. Case's employment with the Company will terminate concurrently with elimination of that position. In addition, on July 24, 2024, as reported under Item 1.01 above, the Company announced that Christopher Pazdan, the Company's Senior Vice President, Operations, was appointed to the newly-created position of Chief Operating Officer of the Company, effective July 18, 2024. Mr. Pazdan, age 42, joined the Company as its Vice President of Quality Assurance and Regulatory Affairs in September 2021 and was promoted to its Senior Vice President, Operations in August 2022. Mr. Pazdan has over twenty years of quality assurance and regulatory affairs experience in the medical technology and pharmaceutical sector. Prior to joining the Company, he worked for Abbott Laboratories as its Director of Operations Quality and for Becton Dickinson (formerly CareFusion/Cardinal Health) between 2006 to 2016 in a variety of senior-level quality control positions. His most recent position prior to joining the Company was with Hill-Rom Holdings Inc., where he served as its Vice President of Quality Assurance from December 2020 to August 2021, and was responsible for the development and realization of Hill-Rom's quality assurance mission. In so doing, he managed a 30 member team across North America, Europe and Asia and served on various critical corporate governance committees such as Chair of Hill-Rom's Phase Exit Review Board, Co-Chair of its PMO Steering Committee and Chair of its Product Safety Committee. Mr. Pazdan has a Bachelor of Science Degree in General Engineering from the University of Illinois at Urbana-Champaign and holds the following professional

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 A&R Employment Agreement dated as of July 18, 2024 between KORU Medical Systems, Inc. and Christopher Pazdan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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: July 24, 2024 By: /s/ Linda Tharby Linda Tharby President and Chief Executive Officer - 3 -

View Full Filing

View this 8-K filing on SEC EDGAR