DEF 14A of KORU Medical Systems, Inc., Apr 9, 2026

DEF 14A of KORU Medical Systems, Inc.

Filed Apr 9, 2026 · FY20250001161697-26-000091

Open on EDGAR

  1. What percentage of the vote is required to elect the nominees to the Board of Directors?

    What percentage of the vote is required to elect the nominees to the Board of Directors? To be elected as a director (Proposal 1), each director nominee must receive a majority of the votes cast at the Annual Meeting by the shareholders entitled to vote in the election of directors. A majority of the votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” such nominee’s election. Should any director nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board of Directors may nominate or designate. Each director nominee has expressed his intention to serve the entire term for which election is sought. Broker non-votes and abstentions will have no effect on the outcome of Proposal 1.

  2. Proposal 1: Election of Directors

    Proposal 1: Election of Directors ✔ The Board recommends a vote “FOR” each of the nominees for director. The Company’s Board of Directors (the “Board”) currently has 7 members, and all of our current directors are standing for election at the 2026 Annual Meeting. Members of the Board are elected to serve a term of one year and until their successors have been elected and qualified. All of the nominees for director have consented to being named in this proxy statement and to serve if elected. Shareholders will be unable to vote their proxies for more than 7 persons. The Company does not know of any reason why any nominee would be unable to serve as director. If any nominee is unable to serve, the shares represented by valid proxies will be voted for the election of such other person as the Board may nominate, or the size of the Board may be reduced. None of our current directors or executive officers have been, during the past 10 years, involved in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K. There are no family relationships between or among any of our directors and executive officers. The Company’s directors have a variety of backgrounds, which reflects the Board’s continuing efforts to achieve a diversity of viewpoints, insights and perspectives on the Board. As more fully discussed below, director nominees are considered on the basis of a range of criteria, including their business knowledge and background, prominence and reputation in their fields and commitment to strong corporate governance and citizenship. They must also have experience and ability that is relevant to the Board’s oversight of the Company’s business and affairs. Each nominee’s biography starting on page 7 includes the particular experience and qualifications that led the Board to conclude that the nominee should serve on the Board.

  3. Proposal 1: Election of Directors

    | | | | Committee Membership* | | | | Nominee | Age | Director Since | AC | CC | NGC | | R. John Fletcher Chairman of the Board Managing Partner Emeritus, Fletcher Spaght Inc. | 80 | 2019 | M | M | C | | Robert A. Cascella Former CEO of Precision Diagnostics, Royal Phillips | 71 | 2022 | C | | | | Donna French, PhD VP Dosage Form Design and Development, AstraZeneca | 61 | 2021 | | | M | | Joseph M. Manko, Jr. Senior Principal, Horton Capital Management LLC | 60 | 2016 | M | M | M | | Shahriar (Shar) Matin CEO, Cirtec Medical | 51 | 2021 | | C | M | | Edward Wholihan Former CFO Medical Specialties Distributors | 66 | 2023 | | | | | Linda Tharby CEO and former President, KORU Medical | 57 | 2022 | | | |

  4. Proposal 1: Election of Directors

    * As of April 2, 2026

  5. Proposal 1: Election of Directors

    | AC - Audit Committee | C – Chair | | CC – Compensation Committee | M – Member | | NGC –Nominating & Corporate Governance Committee | |

  6. Skills & Experience

    Skills & Experience The table below summarizes the key qualifications, skills and attributes of the nominees for director that served as the basis for the Board’s decision to nominate these individuals for election.

  7. Skills & Experience

    | Skills & Experience & Attributes | Fletcher | Cascella | French | Manko | Matin | Tharby | Wholihan | | Market Knowledge - Distribution | ✔ | ✔ | | | ✔ | ✔ | ✔ | | Market Knowledge - Specialty Pharma | ✔ | ✔ | ✔ | | | | ✔ | | Market Knowledge - Biopharma | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | | Medtech Industry Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Medtech Operational Experience | | ✔ | ✔ | | ✔ | ✔ | ✔ | | Healthcare Growth Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | International Healthcare Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | | Product Development | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | Capital Markets Experience | ✔ | ✔ | | ✔ | ✔ | | ✔ | | Financial Expertise/Audit Committee Experience | ✔ | ✔ | | ✔ | ✔ | | ✔ | | C-level Expertise | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Other Public Company Director Experience | ✔ | ✔ | | ✔ | | | | | Independent | ✔ | ✔ | ✔ | ✔ | ✔ | | |

  8. Nominees for Director

    Nominees for Director

  9. Compensation Committee

    | Members | Meetings in 2025 (#) | Principal Responsibilities | | Shahriar Matin (Chair) R. John Fletcher Joseph M. Manko, Jr. | 6 | ● Recommends compensation of our CEO to the independent members of the Board and approves the compensation of our other executive officers ● Approves all employment, severance and change in control agreements with our executive officers ● Serves as the granting and administrative committee for our equity compensation plans ● Administers our Annual Incentive Compensation Plan ● Oversees our policies relating to employee compensation and benefits ● Reviews and recommends to the Board director compensation, including equity awards |

  10. Non-employee director compensation

    Non-employee director compensation The Board believes that providing competitive compensation is necessary to attract and retain qualified non-employee directors. The key elements of KORU Medical’s non-employee director compensation are a cash retainer, stock compensation and Committee chair fees. Of the base compensation paid to non-employee directors (cash retainer and stock), slightly more than half is paid in shares of common stock. Ms. Tharby does not receive compensation for her service as a director. The Compensation Committee reviews the annual compensation of our non-employee directors and makes recommendations to the Board. The following table summarizes the Company’s non-employee director compensation plan in effect in 2025.

  11. Non-employee director compensation

    | Annual Compensation(1) | Amount | | Cash Retainer | $50,000 | | Common Stock Award | $60,000(2) | | Additional Common Stock Award for Chairman | $30,000(2) | | Audit Committee Chair Retainer | $15,000 | | Compensation Committee Chair Retainer | $11,500 | | Nominating and Corporate Governance Committee Chair Retainer | $7,500(3) |

  12. Non-employee director compensation

    (1) Paid in quarterly installments. (2) Number of shares of common stock issued determined by the average of the high and low prices of the Company’s common stock on the last day of the quarter as reported by the Nasdaq Capital Market. (3) R. John Fletcher, Chairman of the Board and Chair of the Nominating and Corporate Governance Committee, has agreed to forego this retainer. The Board believes that directors should hold meaningful equity ownership positions in the Company. To that end, a significant portion of non-employee director compensation is in the form of equity awards to further align the interests of our non-employee directors with our shareholders. Under the Board’s stock ownership guidelines, each non-employee director is required to own shares of KORU Medical common stock valued at four times the annual cash retainer and must comply with the guidelines within five years of joining the Board. All of our non-employee directors have achieved the required share ownership or are on track to meet their ownership target. The following table sets forth the compensation earned or received by our non-employee directors during fiscal year 2025.

  13. Non-employee director compensation

    | Name | Fees earned or paid in cash ($) | Fees earned or paid in stock ($) | All other compensation ($) | Total ($) | | R. John Fletcher Chairman of the Board Nominating and Governance Committee Chair | 50,000 | 90,000 | -- | 140,000 | | Robert A. Cascella Audit Committee Chair | 65,000 | 60,000 | -- | 125,000 | | Donna French | 50,000 | 60,000 | -- | 110,000 | | Joseph M. Manko, Jr. Compensation Committee Chair | 55,750 | 60,000 | -- | 115,750 | | Shahriar (Shar) Matin | 55,750 | 60,000 | -- | 115,750 | | Edward Wholihan | 50,000 | 60,000 | -- | 110,000 |

  14. Non-employee director compensation

    KORU Medical reimburses non-employee directors for travel and other business expenses incurred in the performance of their services for the Company. Our Policy on Insider Trading prohibits all of our directors from, among other things, margining or pledging any Company shares.

  15. Proposal 2: Approval of Amendment to 2024 Omnibus Equity Incentive Plan

    Proposal 2: Approval of Amendment to 2024 Omnibus Equity Incentive Plan ✔ The Board recommends a vote “FOR” Proposal 2. Effective April 3, 2026, the Board, upon the recommendation of the Board’s Compensation Committee, unanimously approved an amendment (the “Plan Amendment”) to the Company’s 2024 Omnibus Equity Incentive Plan (the “2024 Equity Plan”), subject to stockholder approval, for an increase of the number of shares of common stock authorized for issuance under the 2024 Equity Plan from 2,300,000 shares to 4,600,000 shares, in each case plus any shares that may become available from expiration or termination of awards made under the Company’s 2021 Omnibus Equity Incentive Plan and 2015 Stock Option Plan prior to the adoption of the 2024 Equity Plan. There are currently 2,058,000 shares subject to outstanding awards under the Company’s 2021 Omnibus Equity Incentive Plan and 2015 Stock Option Plan (the “Other Plan Shares”). There are currently 780,131 shares of common stock remaining for issuance under the 2024 Plan (excluding the Other Plan Shares). The full text of the proposed Plan Amendment is set out in Annex A to this Proxy Statement, and the description below is qualified by reference to the full text of the Plan Amendment. The text of the proposed Plan Amendment is subject to modification to include such changes as the Board deems necessary and advisable to affect the increase in the number of shares of common stock reserved and available for issuance under the 2024 Equity Plan. Shareholders are being asked to approve the Plan Amendment. Reasons for the Plan Amendment. The 2024 Equity Plan is intended (a) to allow selected employees of and consultants to the Company to acquire or increase equity ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf of the Company, and to assist the Company in attracting new employees, officers and consultants and retaining existing employees and consultants, (b) to optimize the profitability and growth of the Company through incentives which are consistent with the Company’s goals, (c) to provide grantees with an incentive for excellence in individual performance, (d) to promote teamwork among employees, consultants and non-employee directors, and (e) to attract and retain highly qualified persons to serve as non-employee directors and to promote ownership by such non-employee directors of a greater proprietary interest in the Company, thereby aligning such non-employee directors’ interests more closely with the interests of the Company’s stockholders. The Company currently issues all of its equity awards from the 2024 Equity Plan, including its annual employee long-term incentive program equity awards, the stock portion of its non-employee director compensation from the 2024 Equity Plan, and awards in connection with new hires and promotions, except for certain inducement awards made to new hires. There are currently 780,131 shares of common stock remaining for issuance under the 2024 Equity Plan (excluding the Other Plan Shares). Our Board believes that the number of shares of common stock subject to the 2024 Equity Plan remaining available is insufficient to achieve the purposes of the 2024 Equity Plan and increasing the number of shares of common stock available under the 2024 Equity Plan will allow flexibility in granting awards to attract and retain key personnel by staying competitive with the labor market and further align the interests of our employees and shareholders while preserving our cash. Effects of the Plan Amendment. As a result of the Plan Amendment, there will be an increase in the total number of shares of common stock reserved for issuance under the 2024 Equity Plan. This will provide us with the ability to grant more awards than are currently available under the 2024 Equity Plan to eligible recipients including employees (including officers), non-employee consultants and non-employee directors. The issuance in the future of awards under the 2024 Equity Plan may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights, of the holders of the currently outstanding shares of common stock. The effective increase in the number of authorized but unissued shares of common stock that may be issued as awards under the 2024 Equity Plan may be construed as having an anti-takeover effect by permitting the issuance of shares to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions of our Certificate of Incorporation or Bylaws. Holders of our common stock have no preemptive or other subscription rights. Description of the 2024 Equity Plan General The 2024 Equity Plan covers the grant of awards to our employees (including officers), non-employee consultants and non-employee directors and those of our affiliates. For purposes of the 2024 Equity Plan, our affiliates include any corporation, partnership, limited liability company, joint venture or other entity, with respect to which we, directly or indirectly, own either (i) stock of a corporation possessing at least fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote, or at least fifty percent (50%) of the total value of all shares of all classes of stock of such corporation, or (ii) an aggregate of at least fifty percent (50%) of the profits interest or capital interest of any non- corporate entity. The Compensation Committee of our Board (the “Plan Committee”) administers the 2024 Equity Plan. The Board or the Plan Committee may delegate certain of its administrative authority to our Chief Executive Officer or to a management committee except with respect to awards to executive officers, non-employee directors and others who are subject to Section 16 of the Exchange Act. In addition, the full Board must serve as the Plan Committee with respect to any awards to our non-employee directors. Upon approval of the Amendment by the shareholders, the 2024 Equity Plan will provide for the issuance of an aggregate of up to 4,600,000 shares of our common stock, plus the Other Plan Shares, which includes the 2,300,000 shares that were originally authorized under the 2024 Equity Plan. In the event that any outstanding award previously granted under the 2021 Equity Plan, the 2015 Plan, or the 2024 Equity Plan for any reason expires or is terminated prior to the exercise thereof, the shares reserved for the unexercised portion of such award shall also be available for future awards under the 2024 Equity Plan. The total number of shares available for issuance under the 2024 Equity Plan are subject to adjustment of such number in the event of future increases or decreases in the number of outstanding shares of our common stock effected as a result of stock splits, stock dividends, combinations of shares or similar transactions in which the Company receives no consideration. Up to all shares of our common stock reserved under the 2024 Equity Plan may be issued under the 2024 Equity Plan pursuant to the exercise of incentive stock options (“ISOs”).

  16. Proposal 2: Approval of Amendment to 2024 Omnibus Equity Incentive Plan

    The stock delivered to settle awards made under the 2024 Equity Plan may be authorized and unissued shares or treasury shares, including shares repurchased by us for purposes of the 2024 Equity Plan. Shares subject to any award granted under the 2024 Equity Plan (other than a substitute award as described below) that is forfeited or otherwise terminated without delivery of such shares (or if such shares are returned to us due to a forfeiture restriction under such award), the shares subject to such award will again be available for issuance under the 2024 Equity Plan. However, any shares that are withheld or applied as payment for shares issued upon exercise of an award or for the withholding or payment of taxes due upon exercise of the award will continue to be treated as having been delivered under the 2024 Equity Plan and will not again be available for grant under the 2024 Equity Plan. Upon settlement of any stock appreciation rights (“SARs”), the number of shares underlying the portion of the SARs that is exercised will be treated as having been delivered for purposes of determining the maximum number of shares available for grant under the 2024 Equity Plan and shall not again be treated as available for issuance under the 2024 Equity Plan. If a dividend or other distribution (whether in cash, shares of common stock or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving us or repurchase or exchange of our shares or other securities, or other rights to purchase shares of our securities or other similar transaction or event affects our common stock such that the Plan Committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (or potential benefits) provided to grantees under the 2024 Equity Plan, the Plan Committee will make an equitable change or adjustment as it deems appropriate in the number and kind of securities subject to awards (whether or not then outstanding) and the related exercise price relating to an award in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2024 Equity Plan. Types of Awards The 2024 Equity Plan permits the granting of any or all of the following types of awards:

  17. Proposal 2: Approval of Amendment to 2024 Omnibus Equity Incentive Plan

    | ● | stock options, including non-qualified options and incentive stock options, or ISOs; | | ● | stock appreciation rights, or SARs; | | ● | restricted shares; | | ● | deferred stock and restricted stock units; | | ● | performance units and performance shares; | | ● | dividend equivalents; | | ● | bonus shares; and | | ● | other stock-based awards. |

  18. Proposal 2: Approval of Amendment to 2024 Omnibus Equity Incentive Plan

    Generally, awards under the 2024 Equity Plan are granted for no consideration other than prior and future services. Awards granted under the 2024 Equity Plan may, in the discretion of the Plan Committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the 2024 Equity Plan or other plan of ours; provided, however, that if a SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term and the exercise price of the SAR may not be less than the exercise price of the ISO. The material terms of each award will be set forth in a written award agreement between the grantee and us. Stock Options and SARs The Plan Committee is authorized to grant stock options (including ISOs except that an ISO may only be granted to an employee of ours) and SARs. A stock option allows a grantee to purchase a specified number of shares of our common stock at a predetermined price per share (the “exercise price”) during a fixed period measured from the date of grant. A SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share. The exercise price of an option or a SAR will be determined by the Plan Committee and set forth in the award agreement but the exercise price may not be less than the fair market value of a share of common stock on the grant date. The term of each option or SAR is determined by the Plan Committee and set forth in the award agreement, except that the term may not exceed ten (10) years. Options may be exercised by payment of the purchase price through one or more of the following means: payment in cash (including personal check or wire transfer), or with the approval of the Plan Committee, by delivering shares of our common stock previously owned by the grantee, or by delivery of shares of our common stock acquired upon the exercise of such option. The Plan Committee may also permit a grantee to pay the exercise price of an option through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price and any applicable withholding taxes to us. The grant of ISOs is contingent upon shareholder approval of the 2024 Equity Plan within twelve (12) months of its adoption by our Board. Restricted Shares The Plan Committee may award restricted shares consisting of shares of our common stock which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the Plan Committee lapse. The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance- based (i.e., requiring achievement of certain specified performance objectives) or both. A grantee receiving restricted shares will have all of the rights of a stockholder, including the right to vote the shares and the right to receive any dividends, except as otherwise provided in the award agreement. Upon termination of the grantee’s affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the award agreement. Restricted Stock Units and Deferred Stock The Plan Committee may also grant restricted stock unit awards and/or deferred stock awards. A deferred stock award is the grant of a right to receive a specified number of shares of our common stock at the end of specified deferral periods or upon the occurrence of a specified event, which satisfies the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). A restricted stock unit award is the grant of a right to receive a specified number of shares of our common stock upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives). If the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award. Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership until the shares underlying the award are delivered in settlement of the award. The award agreement will provide whether grantees may receive dividend equivalents with respect to restricted stock units or deferred stock, and if so, whether such dividend equivalents are distributed when credited or deemed to be reinvested in additional shares of restricted stock units or deferred stock. Performance Units The Plan Committee may grant performance units, which entitle a grantee to cash and/or shares conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the Plan Committee and reflected in the award agreement. The initial value of a performance unit will be determined by the Plan Committee at the time of grant. The Plan Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement. Performance Shares The Plan Committee may grant performance shares, which entitle a grantee to a certain number of shares of common stock, conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the Plan Committee and reflected in the award agreement. The Plan Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement. Bonus Shares The Plan Committee may grant shares of our common stock as bonus shares on such terms and conditions as specified in the award agreement. Dividend Equivalents The Plan Committee is authorized to grant dividend equivalents which provide a grantee the right to receive payment equal to the dividends paid on a specified number of shares of our common stock. Dividend equivalents may be paid directly to grantees or may be deferred for later delivery under the 2024 Equity Plan. Other Stock-Based Awards In order to enable us to respond to material developments in the area of taxes and other legislation and regulations and interpretations thereof, and to trends in executive compensation practices, the 2024 Equity Plan authorizes the Plan Committee to grant awards that are valued in whole or in part by reference to or otherwise based on our securities. The Plan Committee determines the terms and conditions of such awards, including consideration paid for awards granted as share purchase rights and whether awards are paid in shares or cash. Nonemployee Director Awards The Board may grant awards under the 2024 Equity Plan to any non-employee director, provided that (except in the context of a merger of the Company) non-employee directors may not be granted any award to the extent the fair market value (determined as of the date of grant) of the applicable shares, when combined with all other compensation payable to such non-employee directors in the calendar year the sward is made, exceeds $750,000 (or $1,000,000 in the case of a newly appointed non-employee director). Merger, Consolidation or Similar Corporate Transaction

  19. Proposal 2: Approval of Amendment to 2024 Omnibus Equity Incentive Plan

    If there is a merger or consolidation of us with or into another corporation or a sale of substantially all of our stock (any of which is considered a “Corporate Transaction”), and the outstanding awards are not assumed by surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the Plan Committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the Plan Committee accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the Plan Committee may either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option or SAR exceeds the fair market value of our common stock and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee. Further Amendment to and Termination of the 2024 Equity Plan The 2024 Equity Plan may be amended, altered, suspended, discontinued or terminated by our Board without further stockholder approval, unless such approval of an amendment or alteration is required by law or regulation or under the rules of any stock exchange or automated quotation system on which the common stock is then listed or quoted. Thus, stockholder approval will not necessarily be required for amendments which might increase the cost of the 2024 Equity Plan or broaden eligibility. Stockholder approval will not be deemed to be required under laws or regulations that condition favorable treatment of grantees on such approval, although our Board may, in its discretion, seek stockholder approval in any circumstance in which it deems such approval advisable. No ISOs may be awarded after any amendment to the 2024 Equity Plan that either broadens eligibility or increase the number of shares available for delivery in the form of ISOs unless such amendment is approved by our stockholders within 12 months of the date the Board approves the adoption of such amendment. In addition, subject to the terms of the 2024 Equity Plan, no amendment or termination of the 2024 Equity Plan may materially and adversely affect the right of a grantee under any award granted under the 2024 Equity Plan. Unless earlier terminated by our Board, the 2024 Equity Plan will terminate when no shares remain reserved and available for issuance or, if earlier, on the tenth anniversary of the effective date of the 2024 Equity Plan. Federal Tax Information The following is a general summary of the U.S. federal income tax consequences to the Company and to recipients of awards granted under the 2024 Equity Plan. The U.S. federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. This summary is not intended to be exhaustive and does not discuss the tax consequences of a participant’s death or provisions of income tax laws of any municipality, state or other country. We advise participants to consult with a tax advisor regarding the tax implications of their awards under the 2024 Equity Plan. Incentive Stock Options A grantee who receives an incentive stock option grant will not recognize any taxable income either at the time of grant or exercise of the option, although the exercise may subject the grantee to the alternative minimum tax. Upon the sale or other disposition of the shares more than two years after the grant of the option and one year after the exercise of the option, any gain or loss will be treated as a long-term capital gain or loss. If these holding periods are not satisfied, the grantee will recognize ordinary income at the time of sale or disposition equal to the lesser of (a) the fair market of the shares at the date of the option exercise minus the exercise price or (b) the sale price of the shares minus the exercise price. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income will be characterized as long-term or short-term capital gain or loss, depending on the holding period. The Company will be entitled to a deduction in the same amount as the ordinary income recognized by the grantee. Non-Qualified Stock Options All options that do not qualify as incentive stock options are referred to as non-qualified options. A grantee will not recognize any taxable income at the time he or she receives a non-qualified option grant. However, upon exercise of the non-qualified option, the grantee will recognize ordinary taxable income generally measured as the excess of the fair market value of the shares purchased on the date of exercise over the purchase price. Any taxable income recognized in connection with an option exercise by a grantee who is also an employee of the Company will be subject to tax withholding by the Company. Upon the sale of such shares by the grantee, any difference between the sale price and the fair market value of the shares on the date of exercise of the option will be treated as long-term or short-term capital gain or loss, depending on the holding period. The Company will be entitled to a tax deduction in the same amount as the ordinary income recognized by the grantee with respect to shares acquired upon exercise of a non-qualified option, except to the extent the deduction limits of Section 162(m) of the Code apply. Stock Appreciation Rights, Restricted Stock, Performance Shares, Stock Units, and Other Stock-Based Awards A grantee will not recognize taxable income at the time SARs are granted and the Company will not be entitled to a tax deduction at that time. Upon exercise, the grantee will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of cash paid by the Company, and the Company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply. A grantee will not recognize taxable income at the time restricted stock is granted and the Company will not be entitled to a tax deduction at that time, unless the grantee makes an election to be taxed at that time. If such election is made, the grantee will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant in an amount equal to the excess of the fair market value for the shares at such time over the amount, if any, paid for those shares. If such election is not made, the grantee will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions

  20. Proposal 2: Approval of Amendment to 2024 Omnibus Equity Incentive Plan

    constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above- described election or upon the lapse of restrictions constituting a substantial risk of forfeiture is deductible by the Company as compensation expense, except to the extent the deduction limits of Section 162(m) of the Code apply. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions constituting a substantial risk of forfeiture lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income, in an amount equal to the dividends paid and the Company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply. A grantee will not recognize taxable income at the time a stock unit is granted and the Company will not be entitled to a tax deduction at that time. Upon settlement of stock units, the grantee will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of any cash paid by the Company, and the Company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply. The tax treatment with respect to other stock-based awards will depend on the structure of such awards. Income Tax Effects for the Company As a general rule, the Company will be entitled to a deduction in the same amount and at the same time as the compensation income is received by the participant, except to the extent the deduction limits of Section 162(m) of the Code apply. Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to any “covered employee” in a taxable year to the extent that compensation to such covered employee exceeds $1,000,000. It is possible that compensation attributable to awards under the 2021 Plan may cause this limitation to be exceeded in any particular year. Internal Revenue Code Section 409A Any award that is deemed to be a deferral arrangement (that is, not excluded or exempted under the tax regulations) will be subject to Section 409A of the Code. Elections by the grantee to defer compensation under such awards and the timing of distributions relating to such awards must meet the applicable requirements under Section 409A of the Code in order for income taxation to be deferred upon vesting of the award and tax penalties avoided by the grantee.

  21. Executive Compensation

    | What We Do | What We Don’t Do | | ✔ Use a balanced mix of cash and equity compensation and annual and long-term incentives ✔ Tie a significant portion of executive pay to performance against targets, both short- and long-term ✔ Align performance goals with shareholder value ✔ Ensure undue weight is not given to any single performance metric ✔ Consider peer groups ✔ Engage an independent compensation consultant ✔ Solicit annual say on pay vote ✔ Stock ownership guidelines ✔ Clawback provisions for performance-based compensation ✔ “Double trigger” for accelerated vesting of certain equity upon change in control | x Encourage excessive risk-taking by management x Grant discounted stock options x Reprice stock options x Allow hedging or pledging of Company shares x Tax gross-ups on severance or change in control x Provide excessive executive perquisites |

  22. Principal elements of our executive compensation

    Principal elements of our executive compensation Our 2025 executive compensation program consisted of the following principal elements: Base Salary, which provides a baseline level of compensation set forth in an employment agreement that is reviewed and subject to adjustment annually. Base salary is fixed cash compensation based on performance, scope of responsibilities, experience and competitive pay practices. Annual Incentive Compensation Program (“AICP”), which provides an annual variable cash payment tied to company and individual performance during the fiscal year. AICP cash bonus drives business performance towards achievement of annual goals and rewards individual contributions to the Company’s performance. Long Term Incentive Program (“LTIP”), which provides for annual awards of stock options, restricted stock units and performance share units pursuant to the Company’s 2024 Omnibus Equity Incentive Plan. Stock Options, which reward creation of shareholder value and promote executive retention. Stock options are exercisable for shares upon payment of the exercise price fixed at fair market value at the time of the award, and generally vest ratably over four years. Stock options are generally issued at the time of hire. In certain circumstances, the vesting of stock option awards is based on individual performance. Time-Based Restricted Stock and Restricted Stock Units, which increases executive ownership to align with shareholder interests and promotes executive retention. Time-based restricted stock and restricted stock units generally vest ratably over four years. Performance-Based Restricted Stock and Performance Share Units, which also increases executive ownership to align with shareholder interests and promotes executive retention. Performance-based restricted stock and performance share units tie vesting to the performance of the Company and/or the individual over a period of time. The compensation of our named executive officers includes substantial performance-based compensation, where the amount received by an executive varies based on Company and individual performance.

  23. Annual Incentive Compensation Plan

    Annual Incentive Compensation Plan As part of the Company’s pay-for-performance philosophy, the Company has an Annual Incentive Compensation Plan (“AICP”) applicable to all full-time employees, including the named executive officers, in the form of an annual cash bonus award potential. Target AICP awards are expressed as a percentage of base salary and, for the named executive officers, set forth in their respective employment agreements. An employee’s bonus award is made from a pool established by the Board for all employees under the AICP, based on achievement and over-achievement of any one or more measures of the Company’s financial or other performance for the year as determined in the discretion of the Board. The Company performance targets may include any one or more of the following criteria, measured on an absolute basis or relative to a pre-established target, in each case as specified and weighted by the Board: (i) revenues, (ii) earnings before one or more of interest, taxes, depreciation, and amortization, (iii) return on equity, (iv) income or net income, (v) operating income or net operating income, (vi) gross margin, operating margin, or profit margin, (vii) strategic plan progress; (viii) market segment share, (ix) new product innovation, (x) minimum cash balance, or (xi) such other criteria as the Board may determine are appropriate to measure the Company’s performance. An employee’s individual bonus award is calculated based the Company performance as described above, and in part, on the extent to which they meet expectations in their individual annual performance review, as determined by the Board for the CEO and the Compensation Committee for her direct reports, and as determined by the CEO for other employees. Such expectations are based on individual annual performance goals and objectives established by the Compensation Committee for the CEO and by the CEO in her sole discretion for her direct reports and all other employees. Different employees may have different individual performance goals and objectives. In no event does an employee’s individual bonus award exceed the total of the funded performance target pool, which may include over-achievement for Company over-performance. The Board (and the independent directors in the case of our CEO), upon recommendation of the Compensation Committee, has the discretion to determine what it believes is an appropriate AICP award to recognize the Company’s performance and a particular executive’s contribution to that performance. Actual awards are in the discretion of the Board and awards may be more or less than the target. The Board may also amend any financial or other targets or goals based on the Company’s market performance or any other criteria it deems appropriate. The Compensation Committee seeks to reward what it deems to be superior performance by management in light of current industry conditions and growth trends. The Compensation Committee sets what it believes are challenging performance targets in light of the Company operating plans reviewed by the Board, and structures payouts so that they are aligned with the Company’s performance against those targets.

  24. Long Term Incentive Program

    Long Term Incentive Program In 2024, the Board adopted a Long Term Incentive Program (“LTIP”), the purpose of which is to incentivize the retention and performance of executives and certain other employees of the Company through annual equity-based awards. All awards under the LTIP are granted under, and in accordance with, the Company’s 2024 Omnibus Equity Incentive Plan. Participants in the LTIP are (i) “executive participants”, which are officers of the Company who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, (ii) “management participants”, which are management-level employees with “vice president” titles, and (iii) “other participants”, which are certain other employees identified by the Committee upon the recommendation of the CEO. The LTIP is administered by the Compensation Committee of the Board (the “Committee”). Each fiscal year of the Company, each participant will have an aggregate target value for such year’s awards under the LTIP. Unless otherwise determined by the Committee, for each executive participant, the aggregate target value shall be based on median market and peer data provided by a compensation consultant selected by the Committee, multiplied by a percentage determined by the Committee (and upon the recommendation of the CEO with respect to other participants) taking into account the participant’s experience and position with the Company. The number of shares subject to awards equal to the aggregate target value shall be based on the arithmetic mean of the high and low prices of a share of the Company’s common stock as reported on the Nasdaq Capital Market on the last trading day before the grant date. Each fiscal year of the Company, for executive participants and management participants, (i) 33% (25% in the case of the CEO) of the participant’s aggregate target value will be granted as an annual award in the form of restricted stock units with time-based vesting requirements (RSUs), (ii) 33% (50% in the case of the CEO) of the participant’s aggregate target value will be granted as an annual award in the form of restricted stock units with performance-based vesting requirements (PSUs), and (iii) 33% (25% in the case of the CEO) of the participant’s aggregate target value will be granted as an annual award in the form of nonqualified stock options (Options) with time-based vesting requirements. Each fiscal year, for other participants, 100% of the participant’s aggregate target value shall be granted as in the form of RSUs. Unless otherwise determined by the Committee, RSUs and Options awarded under the LTIP will vest as to one-fourth of the shares of Common Stock subject to such awards on each of the first four anniversaries of the date of grant, subject to the participant’s continued employment with the Company through the applicable vesting date (except as may be otherwise provided in the award agreement), and will have such other terms and conditions as shall be set forth in the applicable award agreement approved by the Committee. PSUs awarded under the LTIP will vest based on performance criteria determined by the Committee and set forth in the Award Agreement, which criteria may include (without limitation) targeted or growth of revenue, cash flow, earnings per share, earnings before one or more of interest, taxes, depreciation, and amortization, return on equity, income or net income, operating income or net operating income, gross margin, operating margin, or profit margin. The PSU Award Agreement will provide a target percentage range for the actual number of LTIP PSUs that may become vested, based on the level of achievement of the foregoing or other performance measure(s), as determined by the Committee, and may provide that the payout based on the actual number of LTIP PSUs be modified based on performance criteria determined by the Committee. The Committee may provide accelerated vesting of awards under the LTIP in the event of a change in control of the Company, as defined in the LTIP.

  25. Clawback

    Clawback We have adopted a Clawback Policy in compliance with Nasdaq listing standards that applies to all of the Company’s current and former executive officers. In the event of an accounting restatement, the Company shall recoup of all incentive-based compensation received by such executive officers that exceeds the amount of incentive-based compensation that would have been received by the executive officer had it been determined based on the restated amounts. In addition, our Annual Incentive Compensation Plan (“AICP”) provides that if the Company’s financial statements are the subject of a restatement (i) due to material non-compliance with any financing reporting requirement under the federal securities laws, even if such restatement was not the result of any misconduct or error of the participant, (ii) in order to correct errors that were immaterial to previously issued financial statements but would result in a material misstatement if the errors were left uncorrected in future filings under the federal securities laws; or (iii) to correct errors that are recognized in the current period covered by the financial statements, then the Company will seek reimbursement of excess incentive cash compensation paid under the AICP for the relevant year(s). In addition, if the Company’s financial statements are the subject of a restatement or correction of error due, in whole or in part, to a participant’s misconduct, to the extent permitted by governing law, the Company may seek reimbursement of all incentive cash compensation paid under the AICP to such participant for the relevant year(s). Finally, the Company may seek reimbursement of any or all incentive cash compensation paid under the AICP to a participant in the event the Board or Compensation Committee determines, in its reasonable judgment, that the participant has, or has been negligent in connection with the supervision of someone who has, engaged in fraud, misrepresentation, theft or embezzlement, engaged in other misconduct (including harassment), or been grossly negligent in connection with the performance of their duties, in each case resulting in Company reputational or financial harm. In addition, the Company’s employment agreements with its Chief Executive Officer and its President provide that if the Company’s financial results are subsequently restated and such restatement shows any bonus, option or restricted stock award was incorrectly paid or vested, the executive will be required to forfeit the portion of such compensation that was incorrectly paid and, to the extent the executive’s fraud or other misconduct resulted in the receipt or vesting of such compensation, the executive will be required to forfeit such improperly paid or vested compensation. The Company may also recover any bonus paid and cancel outstanding equity awards and recover any shares received upon the exercise or vesting of such awards (or any gain realized on the sale of such shares) to the extent the executive breaches certain restrictive covenants in her/his employment agreement.

  26. Equity award timing policies

    Equity award timing policies The Compensation Committee has adopted a policy that prohibits the backdating of any equity compensation award and any awards made in connection with new hires are made on the first or fifteenth day of the month following the employee’s start date. The Company has generally and intends to continue to issue long-term incentive awards, including stock options, to employees each year upon the Compensation Committee’s approval of performance based metrics. As a result, the Compensation Committee may meet to approve long-term incentive awards on or around the same date that the Company announces its annual financial results. The Compensation Committee does not take into account material non-public information when determining the timing or terms of long-term incentive awards, nor do we time disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During the fiscal year ended December 31, 2025, consistent with our policy on equity awards to new hires as described above, the Compensation Committee granted stock options to one of our named executive officers within four business days prior to the filing of our Form 10-Q for the fiscal quarter ended June 30, 2025. As required by SEC rules, we are providing the following tabular disclosure regarding the timing of such stock option grants.

  27. Equity award timing policies

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | Adam Kalbermatten | 8/1/2025 | 600,000 | $3.44 | $1,377,300 | 17.9 |

  28. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation provided by the Company to each of the named executive officers in fiscal years 2025 and 2024:

  29. Summary Compensation Table

    | Name and Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Nonequity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Linda Tharby Chief Executive Officer | 2025 | 596,960 | 0 | 658,794 | 187,649 | 280,480 | | 14,000 | 1,737,883 | | | 2024 | 568,770 | 0 | 360,098 | 193,102 | 137,106 | | 12,450 | 1,271,525 | | Adam Kalbermatten Chief Commercial Officer | 2025 | 163,558 | 0 | 1,023,000 | 1,377,300 | 0 | | 6,542 | 2,570,400 | | | 2024 | — | — | — | — | — | — | — | — | | Thomas Adams Chief Financial Officer | 2025 | 337,849 | 0 | 246,453 | 110,054 | 230,989 | | 14,000 | 979,345 | | | 2024 | 334,633 | 0 | 85,819 | 65,379 | 64,350 | | 14,867 | 565,049 |

  30. Summary Compensation Table

    | (1) For valuation assumptions, see Note 4 – Stock-Based Compensation to the Company’s financial statements included in its 2025 Annual Report on Form 10-K. |

  31. Outstanding equity awards at 2025 fiscal year end

    Outstanding equity awards at 2025 fiscal year end The following table sets forth the outstanding equity awards held by our named executive officers at the end of fiscal year 2025.

  32. Outstanding equity awards at 2025 fiscal year end

    | | | Option Awards(1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2)(3) | | Linda Tharby(4) | 1,000,000 | 0 | | 3.88 | 3/15/2031 | 580,000(4) | 3,369,800 | — | — | | Linda Tharby(4) | 35,237 | 105,713 | | 2.35 | 8/15/2034 | — | — | 175,564(6) | 1,020,027 | | Linda Tharby(4) | 0 | 94,772 | | 3.21 | 5/12/2035 | — | — | 167,640(7) | 973,988 | | Adam Kalbermatten(8) | 0 | 600,000 | | 3.44 | 8/1/2035 | 300,000(9) | 1,743,000 | — | — | | Thomas Adams | 200,000 | 0 | | 3.34 | 11/29/2031 | — | — | — | — | | Thomas Adams | 50,000 | 50,000 | | 2.54 | 7/30/2033 | — | — | — | — | | Thomas Adams | 11,930 | 35,792 | | 2.35 | 8/15/2034 | — | — | 37,830(10) | 219,792 | | Thomas Adams | 0 | 55,583 | | 3.21 | 5/12/2035 | — | — | 65,546(11) | 380,822 |

  33. Outstanding equity awards at 2025 fiscal year end

    | (1) Non-qualified stock options that vest 25% annually commencing on the first anniversary following the date of award. Date of award is 10 years prior to option exercise date. | | (2) Based on a closing price of our common stock on December 31, 2025 of $5.81. | | (3) The amount of included performance share units (PSUs) represents the amount of shares payable at target performance; the named executive officer could earn 0%-150% of the amount reported depending on the level of performance achieved. PSUs will vest at 100% of the amount reported upon a change in control of the Company prior to expiration. | | (4) Option expiration dates reflect the original expiration date. Pursuant to her separation agreement, all options that are vested and outstanding as of December 31, 2026 shall remain exercisable until the earlier of (A) June 30, 2028 or (B) the original expiration date; and (ii) as of any date later than December 31, 2026 shall remain exercisable until the earlier of (A) the lapse of eighteen months from the date on which such options become vested and exercisable or (B) the original expiration date. In addition, pursuant to her separation agreement, all unvested equity awards vest upon a change of control. | | (5) Represents shares of restricted stock that have been or will be forfeited as of April 12, 2026. | | (6) Includes 47,904 restricted stock units (RSUs) that vest 25% on August 15, 2025 and each anniversary thereof, and 127,660 PSUs that vest based upon the achievement of certain performance conditions as of December 31, 2026. | | (7) Includes 55,911 RSUs that vest 25% on May 12, 2026 and each anniversary thereof, and 111,729 PSUs that vest that vest based upon the achievement of certain performance conditions as of December 31, 2027. | | (8) Pursuant to his employment agreement, as amended, in the event of termination of employment without cause or resignation for good reason within three months before or twelve months after a change of control transaction, all time-based equity awards vest in full, and PSUs vest only to the extent applicable performance criteria are satisfied. | | (9) Represents shares of restricted stock that vest 25% on July 28, 2026 and each anniversary thereof. | | (10) Includes 16,213 RSUs that vest on August 15, 2025 and each anniversary thereof, and 21,617 PSUs that vest based upon the achievement of certain performance conditions as of December 31, 2026. | | (11) Includes 32,722 RSUs that vest on May 12, 2026 and each anniversary thereof, and 32,773 PSUs that vest based upon the achievement of certain performance conditions as of December 31, 2027. |

  34. Pay versus performance

    Pay versus performance The following tables and related disclosures provide information about (i) the “total compensation” of our CEO, and our other named executive officers (the “Other NEOs” or the “Non-CEO NEOs”) as presented in the Summary Compensation Table above, (ii) the “compensation actually paid” to our CEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of the “compensation actually paid” to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act, and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance.

  35. Pay versus performance

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs(1) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Net Income/ (Loss) | | 2025 | $1,737,883 | $3,247,685 | $1,774,873 | $3,048,724 | $162.75 | $(2,637,926) | | 2024 | $1,271,525 | $1,925,548 | $598,865 | $744,593 | $107.84 | $(6,066,633) | | 2023 | $713,369 | $(1,193,861) | $547,298 | $359,612 | $68.77 | $(13,741,062) |

  36. Pay versus performance

    __________ (1) The CEO for 2025, 2024, and 2023 is Linda Tharby. The Non-CEO NEOs for whom the average compensation is presented in this table are for 2025 are Thomas Adams and Adam Kalbermatten, and for 2024 and 2023 are Thomas Adams, Brian Case and Kenneth Miller. (2) The amounts shown as Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s CEO and Non-CEO NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions for the CEO and the Non-CEO NEOs set forth below. Amounts excluded, which are set forth in the “Minus Stock and Option Awards from Summary Compensation Table” columns below, represent the stock awards and option awards reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for each applicable year. See Narrative Disclosure to Summary Compensation Table – Stock Unit Awards, – Option Awards, and – Restricted Stock Awards on pages 31-32. Amounts added back to determine Compensation Actually Paid are made up of the following components which are set forth in the table below, as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year are subtracted. Equity values are calculated in accordance with ASC Topic 718. (4) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in KORU Medical common stock on December 31, 2022.

  37. Pay versus performance

    | Year | Summary Comp. Table Total for NEOs | Minus Stock and Option Awards From Summ. Comp. Table | Plus Year-End Equity Value of Unvested Awards Granted During Year | Plus Change in Value of Unvested Awards Granted in Prior Years | Plus Value of Awards Granted and Vested During Year | Plus Change in Value of Prior Years’ Awards Vested During Year | Plus Change in Value of Awards that Failed to Meet Vesting Conditions | Comp. Actually Paid to NEOs | | 2025 | $1,774,873 | $(1,378,404) | $2,508,528 | $117,544 | — | $26,182 | — | $3,048,724 | | 2024 | $598,865 | $(105,346) | $204,601 | $116,585 | — | $43,146 | $(113,256) | $744,593 | | 2023 | $547,298 | $255,208 | $270,931 | $(192,609) | — | $(11,430) | — | $359,612 |

  38. Pay versus performance

    | Year | Summary Comp. Table Total for CEO | Minus Stock and Option Awards From Summ. Comp. Table | Plus Year-End Equity Value of Unvested Awards Granted During Year | Plus Change in Value of Unvested Awards Granted in Prior Years | Plus Value of Awards Granted and Vested During Year | Plus Change in Value of Prior Years’ Awards Vested During Year | Plus Change in Value of Awards that Failed to Meet Vesting Conditions | Comp. Actually Paid to CEO | | 2025 | $1,737,883 | $(846,442) | $1,654,552 | $513,323 | — | $188,369 | — | $3,247,685 | | 2024 | $1,271,525 | $(553,199) | $1,089,289 | $(16,800) | — | $134,732 | — | $1,925,548 | | 2023 | $713,369 | — | — | $(1,810,232) | — | $(96,998) | — | $(1,193,861) |

  39. Pay versus performance

    Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our CEO (“PEO”), the average of Compensation Actually Paid (“CAP”) to our Non-CEO NEOs, and the Company’s TSR over the fiscal three year period from 2023 through 2025. Description of Relationship Between NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the Company’s Net Loss over the fiscal three year period from 2023 through 2025.