Horton Capital Amends KORU Medical Systems Stake (13D/A)

TL;DR

**Horton Capital just updated their KORU Medical Systems stake, signaling continued active interest.**

AI Summary

Horton Capital Partners, LLC, led by Joseph M. Manko, Jr., filed an Amendment No. 10 to their Schedule 13D on December 27, 2023, regarding their ownership in KORU Medical Systems, Inc. This filing updates their previous disclosures, indicating a continued active interest in the company. Investors should note that Horton Capital Management, LLC, Horton Capital Partners Fund, LP, and Horton Freedom, LP are also part of this reporting group, suggesting a coordinated investment strategy in KORU Medical Systems.

Why It Matters

This filing signals that a significant institutional investor group, Horton Capital, remains actively involved with KORU Medical Systems, which could influence future strategic decisions or share price movements.

Risk Assessment

Risk Level: low — This is an informational update from an existing activist investor, not a new, unexpected event that would significantly alter the company's risk profile.

Analyst Insight

Investors should monitor future filings from Horton Capital Partners, LLC for KORU Medical Systems, Inc. to understand any changes in their stake or stated intentions, as their active involvement could signal potential strategic shifts or shareholder advocacy.

Key Players & Entities

• Horton Capital Partners, LLC (company) — the primary filing entity
• KORU Medical Systems, Inc. (company) — the subject company of the filing
• Joseph M. Manko, Jr. (person) — authorized to receive notices for Horton Capital Partners, LLC
• Horton Capital Management, LLC (company) — a group member in the filing
• Horton Capital Partners Fund, LP (company) — a group member in the filing
• Horton Freedom, LP (company) — a group member in the filing
• $0.01 (dollar_amount) — par value per share of KORU Medical Systems Common Stock

Forward-Looking Statements

• Horton Capital Partners, LLC will continue to maintain an active, potentially activist, role in KORU Medical Systems, Inc. (Horton Capital Partners, LLC) — medium confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securiti
• $2.49 — arket purchases at prices ranging from: $2.49-2.59 on August 18, 2023, and $2.58-2.70
• $2.58 — rom: $2.49-2.59 on August 18, 2023, and $2.58-2.70 on August 21, 2023. On December
• $2.40 — ock to HCPF in a private transaction at $2.40 per share. On December 27, 2023, Hort

Filing Documents

• d692827dsc13da.htm (SC 13D/A) — 104KB
• d692827dex991.htm (EX-99.1) — 10KB
• 0001193125-23-306041.txt ( ) — 115KB

Security and Issuer

Item 1. Security and Issuer. This statement relates to shares of common stock, par value $0.01 per share (Common Stock), of Koru Medical Systems, Inc., a New York corporation (the Issuer). The address of the principal executive offices of the Issuer is 100 Corporate Drive, Mahwah, New Jersey. Horton Capital Partners Fund, LP, a Delaware limited partnership (HCPF), Horton Freedom, LP, a Delaware limited partnership (Horton Freedom), Horton Capital Partners LLC, a Delaware limited liability company (HCP), Horton Capital Management, LLC, a Delaware limited liability company (HCM), and Joseph M. Manko, Jr. (Mr. Manko) filed Schedule 13D with the Securities and Exchange Commission (the SEC) on May 23, 2017, as amended by Amendments Nos. 1 9 filed on December 4, 2017, December 21, 2017, March 16, 2018, September 20, 2018, December 21, 2018, January 29, 2020, August 20, 2020, April 6, 2021, and February 24, 2023 (Schedule 13D), to report their beneficial ownership of the shares of Common Stock of the Issuer. This Amendment No. 10 (Amendment No. 10) is filed with the SEC to amend and supplement Schedule 13D.

Identity and Background

Item 2. Identity and Background. (a) This statement is filed by HCPF, Horton Freedom, HCP, HCM, and Mr. Manko (Mr. Manko together with HCPF, Horton Freedom, HCP and HCM, the Reporting Persons and each a Reporting Person), with respect to shares of Common Stock of the Issuer. (b) The address of the principal office of each Reporting Person is 1717 Arch Street, Suite 3740, Philadelphia, PA 19103. The managing member of HCP and HCM is Mr. Joseph M. Manko, Jr. (c) The principal business of HCPF, Horton Freedom and HCP is purchasing, holding, and selling securities for investment purposes. The principal business of HCM is serving as the investment manager of HCPF and Horton Freedom. HCP is the general partner of HCPF and Horton Freedom. The principal occupation of Mr. Manko is serving as the managing member of HCM and HCP. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Manko is a citizen of the United States of America.

Source and Amounts of Funds or other Consideration

Item 3. Source and Amounts of Funds or other Consideration. The responses to Item 4 of this Amendment No. 10 are incorporated herein by reference. Unless otherwise disclosed below, the Reporting Persons used working capital to acquire shares of Common Stock.

Purpose of Transaction

Item 4. Purpose of Transaction. The Reporting Persons acquired the shares of Common Stock for investment purposes. The purpose of this Amendment No. 10 is to disclose changes in the beneficial ownership of the shares of Common Stock held by the Reporting Persons including: (i) the issuance of shares of Common Stock to HCPF in consideration for Mr. Mankos service as a director of the Issuer (the Director Shares); (iii) open market transactions in shares of Common Stock; (iv) that Horton Freedom agreed to sell shares of Common Stock to HCPF; and (iv) that Horton Freedom and HCP transferred shares of Common Stock to certain of their respective limited partners or members, including Mr. Manko. On March 31, 2023, 3,521 Director Shares were issued to HCPF; on June 30, 2023, 4,310 Director Shares were issued to HCPF; and on September 30, 2023, 5,484 Director Shares were issued to HCPF. HCPF acquired 20,000 shares of Common Stock in multiple open market purchases at prices ranging from: $2.49-2.59 on August 18, 2023, and $2.58-2.70 on August 21, 2023. On December 13, 2023, Horton Freedom agreed to sell 145,833 shares of Common Stock to HCPF in a private transaction at $2.40 per share. On December 27, 2023, Horton Freedom, in accordance with its terms, transferred 1,745,594 shares of Common Stock to certain of its limited partners, including HCP, for no consideration, representing a pro-rata distribution of such limited partners interests in Horton Freedom. HCP subsequently transferred 402,725 shares of Common Stock received from Horton Freedom to its members, including 165,252 shares of Common Stock to Mr. Manko. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of such shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purch

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Mr. Manko is a member of the Issuers Board of Directors. The Reporting Persons have entered into a Joint Filing Agreement, attached hereto as Exhibit 1, pursuant to which they have agreed to file this Amendment No. 10 jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The responses to Items 3, 4, and 5 of this Amendment No. 10 are incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings, or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement, dated December 29, 2023. Exhibit 2 Securities Purchase Agreement dated, August 8, 2014, between the Issuer and HCPF and the Warrant, dated August 8, 2014, incorporated by reference to Exhibit 4.1 of the Issuers Annual Report on Form 10-K filed by the Issuer on May 8, 2015. Exhibit 3 Common Stock Purchase Agreement, dated as of December 17, 2018, by and among the Issuer, the Sellers named therein and the Purchasers named therein, incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed by the Issuer on December 17, 2018. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct. Dated: December 29, 2023 HORTON CAPITAL PARTNERS FUND, LP By: Horton Capital Partners, LLC, its General Partner By: /s/ Joseph M. Manko, Jr. Name: Joseph M. Manko, Jr. Title: Managing Member HORTON FREEDOM, LP By: Horton Capital Partners, LLC, its General Partner By: /s/ Joseph M. Manko, Jr. Name: Joseph M. Manko, Jr. Title: Managing Member HORTON CAPITAL PARTNERS, LLC By: /s/ Joseph M. Manko, Jr. Name: Joseph M. Manko, Jr. Title: Managing Member HORTON CAPITAL MANAGEMENT, LLC By: /s/ Joseph M. Manko, Jr. Name: Joseph M. Manko, Jr. Title: Managing Member /s/ Joseph M. Manko, Jr. JOSEPH M. MANKO, JR.

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