ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and
results of operations should be read together with our consolidated financial statements and related notes included under ITEM 7 of this
Annual Report on Form 10-K. This discussion contains forward-looking statements about our business and operations. Our actual
results may differ materially from those we currently anticipate as a result of many factors, including those described under Part I –
FORWARD LOOKING STATEMENTS and elsewhere in this Annual Report.
OVERVIEW
The Company develops, manufactures and commercializes innovative patient-centric
large volume subcutaneous solutions primarily for the subcutaneous drug delivery market as governed by the United States Food and Drug
Administration (the “FDA”) quality and regulatory system and international standards for quality system management.
Our revenues derive from three business sources: (i) domestic core (which
consists of US and Canada), (ii) international core, and (iii) pharma services and clinical trials. Our domestic core and international
core revenues consist of sales of our products for the delivery of subcutaneous drugs that are FDA cleared for use with the FREEDOM Infusion
System, with the primary delivery for immunoglobulin to treat Primary Immunodeficiency Diseases (“PIDD”) and Chronic Inflammatory
Demyelinating Polyneuropathy (“CIDP”). Pharma services and clinical trials revenues consist of product revenues from our infusion
system (syringe drivers, tubing and needles) for feasibility/clinical trials (pre-clinical studies, Phase I, Phase II, Phase III) of biopharmaceutical
companies in the drug development process as well as non-recurring engineering services revenues (“NRE”) received from biopharmaceutical
companies to ready or customize the FREEDOM Infusion System for clinical and commercial use.
The Company ended the 2025 fiscal year with $41.1 million in net revenues,
a 22.2% increase compared with $33.6 million in the same period last year driven by growth in our domestic core and international core
businesses of 11.0% and 80.0% respectively, partially offset by a 5.6% decrease in our pharma services and clinical trials business net
revenues.
Gross profit for the year ended December 31, 2025, was $25.6 million, an
increase of 20.0% or $4.3 million from the same period last year. Gross margin was 62.3% for the year ended December 31, 2025, a decrease
from 63.4% from the prior year. We define gross margin as gross profit stated as a percentage of net revenues.
Operating expenses for the year ended December 31, 2025, were $28.6 million,
up from $27.8 million from the same period last year.
RESULTS OF OPERATIONS
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Net Revenues
The following table summarizes our net revenues for the years ended December
31, 2025 and 2024:
Years Ended December 31, Change from Prior Year % of Net Revenues
Net Revenues
Total net revenues increased $7.5 million, or 22.2%, to $41.1 million,
for the year ended December 31, 2025, as compared with the same period last year. Domestic core growth of 11.0% was primarily driven by
volume in consumables and pumps attributed to subcutaneous immunoglobulin (SCIg) market growth and new account share gains. International
core growth of 80.0% was primarily driven by SCIg market growth, increased penetration in several established EU markets, and entry into
multiple new geographic markets. Pharma services and clinical trials net revenues decreased $0.1 million, or 5.6%, driven by lower NRE
collaborations revenues resulting from the timing of project milestones partially offset by higher clinical trial orders when compared
to the prior year.
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Gross Profit
Our gross profit for the years ended December 31, 2025, and 2024 is as
follows:
Years Ended December 31, Change from Prior Year
Gross profit increased $4.3 million, or 20.0%, to $25.6 million, in the
year ended December 31, 2025, compared to the same period in 2024 driven by the increase in net revenues of $7.5 million partially offset
by an increase in manufacturing costs. Gross margin decreased to 62.3% in the year ended 2025 compared to 63.4% for the year ended 2024,
primarily driven by higher materials costs, tariff-related charges, and geographic sales mix from outside the United States, partially
offset by higher average selling prices in the US market.
Operating Expenses
Our selling, general and administrative, research and development and depreciation
and amortization expenses for the years ended December 31, 2025, and 2024 are as follows:
Years Ended December 31, Change from Prior Year
Selling, general and administrative expenses increased $1.7 million, or
8.1%, to $23.4 million, during the year ended December 31, 2025 compared with the same period last year, primarily due to an increase
in compensation and benefits-related bonus accrual, sales commission related to year over year company performance, and legal fees, partially
offset by lower consulting expenses.
Research and development expenses decreased $0.9 million, or 16.6%, to
$4.4 million, during the year ended December 31, 2025 compared with the same period last year, primarily due to lower compensation and
benefit expense and CTO severance expenses from the prior year, partially offset by higher temporary labor expenses for product development.
Depreciation and amortization expense decreased $0.1 million, or 8.8%,
to $0.8 million, during the year ended December 31, 2025, as compared with the same period last year, primarily driven by asset retirement
and decreased capital spending.
Net Loss
Years Ended December 31, Change from Prior Year
Our net loss decreased $3.4 million or 56.5% in the year ended December
31, 2025 compared with the same period last year, driven by higher gross profit of $4.3 million, partially offset by an increase in operating
expense of $0.8 million.
LIQUIDITY AND CAPITAL RESOURCES
Our principal source of liquidity is our cash on hand of $8.9 million as
of December 31, 2025. Our principal source of operating cash inflows is from sales of our products in our core business, clinical
trial products, and NRE services to our customers. Our principal cash outflows relate to the purchase and production of inventory, selling,
general and administrative expenses, and funding of research and development, to develop new products, support future growth, achieve
operating efficiencies, and maintain product quality, we are continuing to invest in research and development, innovation, and equipment.
Operating expenses for the 2025 fiscal year were $28.6 million.
Our inventory position was $3.7 million at December 31, 2025, which reflects
an increase of $0.9 million from December 31, 2024.
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We expect that our cash on hand and cash flows from operations will be
sufficient to meet our requirements at least through the next twelve months. Continued execution on our longer-term strategic plan may
require the Company to draw on our credit facility, take on additional debt, raise capital through issuance of equity, or utilize a combination
of the above. Our future capital requirements may vary from those currently planned and will depend on many factors, including our rate
of sales growth, the timing and extent of spending on various strategic initiatives including research and development, our international
expansion, the timing of new product introductions, market acceptance of our solutions, and overall economic conditions including inflation,
tariffs, and the potential impact of global supply imbalances on the global financial markets. To the extent that current and anticipated
future sources of liquidity are or are expected to be insufficient to fund our future business activities and requirements, we may be
required to draw on our credit facility or seek additional equity or debt financing sooner. There can be no assurance the Company will
be able to obtain the financing or raise the capital required to fund its operations or growth opportunities.
Cash Flows
The following table summarizes our cash flows:
Net cash used in financing activities $ (221,350 ) $ (248,533 )
Operating Activities
Net cash produced from operating activities was $0.5 million for the year
ended December 31, 2025. This net cash produced was primarily due to the net loss of $2.6 million, an increase in inventory of $0.9 million,
an increase in accounts receivable of $0.5 million, and an increase in prepaids and other assets of $0.2 million, offset by an increase
in accrued expenses for 2025 bonuses and payroll of $0.6 million, and an increase in accounts payable of $0.6 million.
Further contributing to this change were non-cash items of $3.4 million
including stock-based compensation expense of $2.7 million, depreciation and amortization expense of $0.8 million, and partially offset
by a $0.1 million decrease in non-cash leasing liabilities.
Net cash used in operating activities was $0.3 million for the year ended
December 31, 2024. This net cash usage was primarily due to the net loss of $6.1 million, offset by a $2.6 million increase in accrued
expenses for 2024 bonuses and payroll, $0.7 million in lower inventories, and $0.7 million in increased accounts payable, partially offset
by a higher accounts receivable balance of $1.7 million, and $0.2 million of changes in other liabilities, prepaids, and other assets.
Further contributing to this change were non-cash items of $3.8 million
including stock-based compensation expense of $2.6 million, depreciation and amortization expense of $0.9 million, and $0.3 million for
non-cash leasing charges and losses on disposals of fixed assets.
Investing Activities
Net cash used in investing activities of $0.9 million for the year ended
December 31, 2025, was driven by capital expenditures for manufacturing equipment related to our production line for our next generation
consumables and infusion pumps.
Net cash used in investing activities of $1.3 million for the year ended
December 31, 2024, was driven by capital expenditures for manufacturing equipment related to our production line for our next generation
consumables.
Financing Activities
Net cash used in financing activities of $0.2 million for the year ended
December 31, 2025 was primarily due to payments on our note payable for insurance premium financing, partially offset by new borrowings
for a subsequent insurance premium financing agreement. The insurance premium financing note was also paid off early, without penalty,
during the period.
Net cash used in financing activities of $0.2 million for the year ended
December 31, 2024 was primarily due to payments on our note payable for insurance premium financing, partially offset by new borrowings
for a subsequent insurance premium financing agreement. In addition, we had payments for taxes related to net share settlement of equity
awards of $0.1 million.
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Debt and Borrowing Capacity
Refer to “NOTE 5 — DEBT OBLIGATIONS” in the accompanying
“Notes to Financial Statements” appearing in this Annual Report on Form 10-K for further details regarding debt and borrowing
capacity.
Lease Commitments
We have finance and operating leases for our corporate office and certain
office and computer equipment. Our three operating leases have remaining lease terms of 6.7 years, 3.1 years, and 2.4 years, respectively.
Our three finance leases have remaining lease terms of 1.4 years, 1.0 years, and 2.8 years, respectively.
Refer to “NOTE 6 — LEASES” in the accompanying “Notes
to Financial Statements” appearing in this Annual Report on Form 10-K for further details regarding our operating and finance leases.
SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of
assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the financial statements and accompanying
notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of
the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective
judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we
have identified some of our more critical accounting estimates below. We also have other key accounting policies, which involve
the use of estimates, judgments, and assumptions that are significant to understanding our results. For additional information,
see “NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the accompanying “Notes
to Financial Statements” appearing in this Annual Report on Form 10-K. Although we believe that our estimates, assumptions,
and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from
these estimates under different assumptions, judgments, or conditions.
Revenue Recognition
Our revenues are derived from three business sources: (i) domestic core
(which consists of US and Canada), (ii) international core, and (iii) pharma services and clinical trials. Our core domestic and
international revenues consist of sales of our syringe drivers, tubing and needles (“Product Revenue”) for the delivery of
subcutaneous drugs that are FDA cleared for use with the KORU Medical infusion system, with the primary delivery for immunoglobulin to
treat Primary Immunodeficiency Diseases (“PIDD”) and Chronic Inflammatory Demyelinating Polyneuropathy (“CIDP”).
Pharma services and clinical trials consist of Product Revenue for feasibility/clinical trials (pre-clinical studies, Phase I, Phase II,
Phase III) of biopharmaceutical companies in the drug development process as well as non-recurring engineering services (“NRE”)
revenues (including testing and registration services) received from biopharmaceutical companies to ready or customize the FREEDOM System
for clinical and commercial use across multiple drug categories.
For Product Revenue, we recognize revenues when shipment occurs, and at
which point the customer obtains control and ownership of the goods. Shipping costs generally are billed to customers and are included
in Product Revenue.
The Company generally does not accept return of goods shipped unless it
is a Company error. The only credits provided to customers are for defective merchandise. The Company warrants the syringe
driver from defects in materials and workmanship under normal use and the warranty does not include a performance obligation. The
costs under the warranty are expensed as incurred.
Rebates are provided to distributors for the difference in selling price
to distributor and pricing specified to select customers. In addition, rebates are provided to customers for meeting growth targets.
Provisions for both distributor pricing and customer growth rebates are variable consideration and are recorded as a reduction of
revenue in the same period the related sales are recorded or when it is probable the growth target will be achieved.
We recognize NRE revenue under an input method, which recognizes revenue
on the basis of our efforts or inputs (for example, resources consumed, labor hours expended, costs incurred, or time elapsed) to the
satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation (i.e.
completion milestone). The input method that we use is based on costs incurred.
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Contracts are often modified to account for changes in contract specifications
and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations.
Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and
revenue is recognized prospectively. When contract modifications change existing performance obligations, the impact on the existing transaction
price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either
as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract assets primarily represent revenue earnings over
time that are not yet billable based on the terms of the contracts. Contract liabilities (i.e., deferred revenue) consist of fees invoiced
or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not
been recognized based on the Company’s revenue recognition criteria described above. As of December 31, 2025, the Company has recognized
a contract asset of $319,955 which is included in other accounts receivable in the accompanying balance sheet.
Inventory
Inventories of raw materials are stated at the lower of standard cost,
which approximates average cost, or market value including allocable overhead. Work-in-process and finished goods are stated at
the lower of standard cost or market value and include direct labor and allocable overhead.
We maintain reserves for excess and obsolete inventory resulting from the
potential inability to sell certain products at prices in excess of current carrying costs. We make estimates regarding the future recoverability
of the costs of these products and record provisions based on historical experience, expiration of sterilization dates and expected future
trends. If actual product life cycles, product demand or acceptance of new product introductions are less favorable than projected by
management, additional inventory write downs may be required, which could unfavorably affect future operating results.
ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED
Refer to “NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES” in the accompanying “Notes to Financial Statements” appearing in this Annual Report on Form 10-K.
ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
Refer to “NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES” in the accompanying “Notes to Financial Statements” appearing in this Annual Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
KORU MEDICAL SYSTEMS, INC.
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 00677) 33
Financial Statements
Statements of Operations for the years ended December 31, 2025 and 2024 35
Statements of Cash Flows for the years ended December 31, 2025 and 2024 37
Notes to Financial Statements 38
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Index to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders
KORU Medical Systems, Inc.
Mahwah, New Jersey
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of KORU Medical Systems, Inc (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations,
stockholders’ equity, and cash flows for the years ended December 31, 2025 and 2024, and the related notes. In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025
and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with
accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on
our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to
obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgements. We determined that there were no critical audit matters.
/s/ Cherry Bekaert LLP
We have served as the Company’s auditor since 2024.
Tampa, Florida
March 12, 2026
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Index to Financial Statements
KORU MEDICAL SYSTEMS, INC.
BALANCE SHEETS
December 31, December 31,
ASSETS
CURRENT ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Finance lease liability, net current portion 78,675 202,613
Commitments and contingencies (Refer to Note 9) — —
STOCKHOLDERS’ EQUITY
See accompanying Notes to Financial Statements.
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Index to Financial Statements
KORU MEDICAL SYSTEMS, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
OPERATING EXPENSES
Non-Operating Income/(Expense)
Income/(loss) on foreign currency exchange 53,097 (45,991 )
NET LOSS PER SHARE
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
See accompanying Notes to Financial Statements.
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Index to Financial Statements
KORU MEDICAL SYSTEMS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
Additional Total
Common Stock Paid-in Retained Treasury Stockholders’
Shares Amount Capital (Deficit) Stock Equity
Compensation expense related to stock options — — 1,509,544 — — 1,509,544
Compensation expense related to stock options — — 988,427 — — 988,427
See accompanying Notes to Financial Statements.
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Index to Financial Statements
KORU MEDICAL SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense and warrant expense 2,713,539 2,623,920
Loss/(Gain) on disposal of fixed assets (6,700 ) 16,160
Changes in operating assets and liabilities:
Decrease/(Increase) in prepaid expenses and other assets (196,682 ) 220,133
Increase/(Increase) in accrued payroll and related taxes (279,429 ) 348,460
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 462,405 (319,718 )
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on disposals of property and equipment 6,700 8,500
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of employee stock options 186,165 —
Borrowings from insurance finance indebtedness 406,751 487,516
Payments on insurance finance indebtedness (677,903 ) (530,707 )
Payments on finance lease liability, net of asset (108,827 ) (107,963 )
Supplemental Information
Cash paid during the years for:
See accompanying Notes to Financial Statements.
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Index to Financial Statements
KORU MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
KORU MEDICAL SYSTEMS, INC. (the “Company,” “KORU Medical,”
“KORU,” “we,” “us” or “our”) develops, manufactures and commercializes innovative and
patient-centric large volume subcutaneous infusion solutions primarily for the subcutaneous drug delivery market as governed by the United
States Food and Drug Administration (the “FDA”) quality and regulatory system and international standards for quality system
management. The Company operates as one segment.
BASIS OF PRESENTATION
We prepare our financial statements and accompanying
notes in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the
Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. As of December
31, 2025 the Company held cash and cash-equivalents of $8.9 million, the majority of which was held in a secured US-treasury money
market mutual fund.
INVENTORY
Inventories of raw materials are stated at the lower of standard cost,
which approximates average cost, or market value including allocable overhead. Work-in-process and finished goods are stated at
the lower of standard cost or market value and include direct labor and allocable overhead.
We maintain reserves for excess and obsolete inventory resulting from the
potential inability to sell certain products at prices in excess of current carrying costs. We make estimates regarding the future
recoverability of the costs of these products and record provisions based on historical experience, expiration of sterilization dates
and expected future trends. If actual product life cycles, product demand or acceptance of new product introductions are less favorable
than projected by management, additional inventory write downs may be required, which could unfavorably affect future operating results.
INTANGIBLE ASSETS
Certain of our identifiable intangible assets, including patents and trademarks,
are amortized using the straight-line method over their estimated useful lives which range from 6 to 20 years. All
of our intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Our management is responsible for determining if impairment exists and considers various factors
when making these determinations. Amortization expense related to intangible assets for the years ended December 31, 2025 and 2024
was $69,411 and $68,197, respectively.
The estimated amortization expense for the succeeding years for the intangible
assets is approximately:
Year Ending December 31,
Total amortization expense $ 684,841
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Index to Financial Statements
INCOME TAXES
The Company accounts for deferred income taxes using the asset and liability
method. Under this method, deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and
their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. Temporary differences
are then measured using the enacted tax rates and laws. Determining the appropriate amount of valuation allowance requires management to
exercise judgement about future operations.
We evaluate our deferred tax assets to determine if they are more likely
than not to be realized by assessing both positive and negative evidence in accordance with ASC Topic 740, Income Taxes. After considering
our cumulative pretax loss (the three-year period ending with the current year), as well as analyzing all available evidence, we have
a recorded valuation allowance of $7.1 million against our net deferred tax assets as of the year ended December 31, 2025. As we
continue to assess the realizability of our deferred tax assets, reported pretax income and new evidence may result in a partial or full
reduction of the valuation allowance in future periods.
Recurring items cause our effective tax rate to differ from the U.S. federal
statutory rate of 21%, including U.S. federal R&D credits, U.S. state tax rates, stock-based compensation and changes in our
valuation allowance.
We account for uncertain tax positions in accordance with authoritative
guidance which prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial
statements. Our evaluations of tax positions consider various factors including, but not limited to, changes in tax law, the measurement
of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, information obtained
during in-process audit activities and changes in facts or circumstances related to a tax position. We accrue interest and penalties related
to unrecognized tax benefits as a component of income tax expense recorded in continuing operations.
The Company files income tax returns in the U.S. federal jurisdiction and
in various state jurisdictions. Income tax returns for years prior to fiscal 2022 are no longer subject to examination by tax authorities.
PROPERTY AND EQUIPMENT
Property and equipment are stated at original acquisition cost less accumulated
depreciation. Additions and improvements are capitalized which increase the value or extend the life of an asset, while maintenance
and repair costs are expensed as incurred. When assets are retired or otherwise disposed, the cost and related accumulated depreciation
or amortization is removed from the respective accounts and any resulting gain or loss is included in income. Depreciation and amortization
are calculated on the straight-line basis over the estimated useful lives of the assets which generally range from 3-10 years
for furniture and office equipment, 3-12 years for manufacturing equipment and tooling and shorter of the lease term or their
estimated useful lives for leasehold improvements. Depreciation and amortization expense related to property and equipment for the years
ended December 31, 2025 and 2024 was $639,908 and $704,690, respectively.
STOCK-BASED COMPENSATION
The Company maintains a stock option plan and omnibus equity incentive
plan under which it grants stock options to certain executives, key employees and consultants. It also has granted stock options outside
of the plans as inducement awards. The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing
model. All options are recognized as compensation expense at their grant date fair value. The entire compensation expense
of the award is recognized over the vesting period.
Shares of stock previously granted for director fees under the non-employee
director compensation plan, as well as shares of stock granted under its omnibus equity incentive plan are recorded at the fair value
of the shares at the grant date.
The Company issues restricted stock awards under its omnibus equity incentive
plan and outside the plan as incentive awards. Restricted stock awards are equity classified and measured at the fair market value of
the underlying stock at the grant date. The fair value of restricted stock awards vesting at certain market capitalization thresholds
were estimated on the date of grant using the Brownian Motion Monte Carlo lattice model. The fair value of restricted stock awards with
time-based vesting were estimated on the date of grant at the current stock price. The fair value of restricted stock awards vesting at
certain annual sales growth thresholds were estimated as of the date of Board acknowledgement of the achievement, at the current stock
price. We recognize restricted stock expense using the straight-line attribution method over the requisite service period and account
for forfeitures as they occur.
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Index to Financial Statements
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates. Important estimates include but are not limited to asset lives, valuation allowances,
inventory valuation, and accruals.
REVENUE RECOGNITION
Our revenues are derived from three business sources: (i) domestic core
(which consists of US and Canada), (ii) international core, and (iii) pharma services and clinical trials. Our core domestic and
international revenues consist of sales of our syringe drivers, tubing and needles (“Product Revenue”) for the delivery of
subcutaneous drugs that are FDA cleared for use with the KORU Medical infusion system, with the primary delivery for immunoglobulin to
treat Primary Immunodeficiency Diseases (“PIDD”) and Chronic Inflammatory Demyelinating Polyneuropathy (“CIDP”).
Pharma services and clinical trials consist of Product Revenue for feasibility/clinical trials (pre-clinical studies, Phase I, Phase II,
Phase III) of biopharmaceutical companies in the drug development process as well as non-recurring engineering services (“NRE”)
revenues (including testing and registration services) received from biopharmaceutical companies to ready or customize the FREEDOM System
for clinical and commercial use across multiple drug categories.
For Product Revenue, we recognize revenues when shipment occurs, and at
which point the customer obtains control and ownership of the goods. Shipping costs are included as a component of cost of goods
sold in the accompanying statements of operations and are generally billed to customers, and included in Product Revenue.
The Company generally does not accept return of goods shipped unless it
is a Company error. The only credits provided to customers are for defective merchandise. The Company warrants the syringe
driver from defects in materials and workmanship under normal use and the warranty does not comprise a standalone performance obligation.
The costs under the warranty are expensed as incurred.
Rebates are provided to distributors for the difference in selling price
to distributor and pricing specified to select customers. In addition, rebates are provided to customers for meeting growth targets.
Provisions for both distributor pricing and customer growth rebates are variable consideration and are recorded as a reduction of
revenue in the same period the related sales are recorded or when it is probable the growth target will be achieved.
We recognize NRE revenue under an input method, which recognizes revenue
on the basis of our efforts or inputs (for example, resources consumed, labor hours expended, costs incurred, or time elapsed) to the
satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation (i.e.
completion milestone). The input method that we use is based on costs incurred.
Contracts are often modified to account for changes in contract specifications
and requirements. Contract modifications exist when the modification either creates new, or changes existing, enforceable rights and obligations.
Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and
revenue is recognized prospectively. When contract modifications change existing performance obligations, the impact on the existing transaction
price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either
as an increase in or a reduction of revenue) on a cumulative catch-up basis. Contract assets primarily represent revenue earnings over
time that are not yet billable based on the terms of the contracts. Contract liabilities (i.e., deferred revenue) consist of fees invoiced
or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not
been recognized based on the Company’s revenue recognition criteria described above. As of December 31, 2025, 2024, and 2023, the
Company has recognized a contract asset of $319,955, $222,623, $0, respectively, which is included in other accounts receivable in the
accompanying balance sheets.
The Company established an allowance for charging off uncollectible trade
accounts receivable that have both of the following characteristics: (a) They have a contractual maturity of one year or less and (b)
They arose from the sale of goods or services.
The following table summarizes net revenues by geography for the years
ended December 31, 2025 and 2024:
Years Ended December 31,
Net Revenues
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Index to Financial Statements
ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED
In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures which expands the existing rules on income tax disclosures. This update requires entities to disclose
specific categories in the tax rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold
and disclose additional information about income taxes paid on an annual basis. The new disclosure requirements are effective for fiscal
years beginning after December 15, 2024. We adopted this ASU for the annual period ended December 31, 2025 and the amendments have been
applied prospectively in the financial statements. The adoption of this ASU did not have a significant impact on our financial statements.
In November 2023 the FASB issued ASU 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures which expands disclosure requirements to require entities to disclose significant
segment expenses that are regularly provided to or easily computed from information regularly provided to the chief operating decision
maker. This update also requires all annual disclosures currently required by Topic 280 to be disclosed in interim periods. The new disclosure
requirements are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after
December 15, 2024. Early adoption is permitted. We adopted this ASU for the annual period ended December 31, 2024 and the amendments have
been applied retrospectively to all prior periods presented in the financial statements. The adoption of this ASU did not have a significant
impact on our financial statements.
The Company considers the applicability and impact of all recently issued
accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable
to the Company or are not expected to have a material effect on our financial condition or results of operations.
FAIR VALUE MEASUREMENTS
Fair value is the exit price that would be received to sell an asset or
paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants
would use in pricing an asset or liability. Valuation techniques used to measure fair value should maximize the use of observable inputs
and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on
three levels of inputs, of which the first two are considered observable and the last unobservable:
• Level 1 – Quoted prices in active markets for identical assets or liabilities.
The carrying amounts of cash and cash equivalents, accounts receivable,
prepaid expenses, accounts payable and accrued expenses are considered to be representative of their fair values because of the short-term
nature of those instruments. There were no transfers between levels in the fair value hierarchy during the year ended December 31,
2025.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would
be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition
are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the
impaired asset over its respective fair value. No impairment losses have been recorded for the years ended December 31, 2025 and
2024.
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NOTE 2 — INVENTORY
Inventory consists of:
Less: reserve for obsolete inventory (4,020 ) (3,986 )
NOTE 3 — PROPERTY AND EQUIPMENT
Property and equipment consists of the following at:
Less: accumulated depreciation and amortization (4,067,193 ) (3,472,907 )
NOTE 4 — STOCK-BASED COMPENSATION
The Company maintains three equity incentive plans: the 2015 Stock Option
Plan, as amended (the “2015 Plan”), the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), and the 2024 Omnibus
Equity Incentive Plan (the “2024 Plan”). All equity awards issued to employees, consultants, and non-employee directors on
or after May 9, 2024 are issued from the 2024 Plan. The Company has also issued restricted stock and stock options as employment inducement
awards outside of these plans to its Chief Executive Officer, Chief Commercial Officer, and Chief Technology Officer.
The 2015 Plan provides for the grant of incentive stock options and nonqualified
stock options. As of December 31, 2025, there were 1,958,000 shares reserved for outstanding awards under the 2015 Plan.
The 2021 Plan provides for the grant of incentive stock options, nonqualified
stock options, stock awards, restricted stock awards, restricted stock units, performance share units, stock appreciation rights, and/or
other equity-based awards to employees, consultants and directors. As of December 31, 2025, there were 100,000 shares reserved
for outstanding awards under the 2021 Plan.
The 2024 Plan provides for the grant of incentive stock options, nonqualified
stock options, stock awards, restricted stock awards, restricted stock units, performance share units, stock appreciation rights and/or
other equity-based awards to employees, consultants and directors. Awards previously made under the 2015 Plan and the 2021 Plan that are
forfeited or cancelled after May 9, 2024 will be available for issuance under the 2024 Plan. As of December 31, 2025, there were 1,290,951 shares
reserved for outstanding awards and 1,632,381 shares available for issuance under the 2024 Plan.
Each non-employee director of the Company (other than the Chairman of the
Board) is eligible to receive $110,000 annually, to be paid quarterly in arrears of $12,500 in cash and $15,000 in common stock. The
Chairman of the Board is eligible to receive $140,000 annually, to be paid quarterly in arrears of $12,500 in cash and $22,500
in common stock. Prior to May 9, 2024 in the periods presented in this report, non-employee director equity compensation was issued from
the Non-Employee Director Compensation Plan. From and after May 9, 2024 non-employee director equity compensation is issued from the 2024
Plan. All payments were and are pro-rated for partial service.
Restricted stock units (“RSUs”) and performance share units
(“PSUs”) are equity classified and measured at the fair value of the underlying stock at the grant date.
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Index to Financial Statements
In 2025 the Company issued PSU’s to certain employees and
measured the fair value of the PSUs using a Monte Carlo simulation valuation model. The risk-free interest rate used was 3.93%,
which was based on the US treasury yield consistent with the contractual term of the awards. The expected volatility was a blended
volatility rate of 48.78%, which incorporated both the Company’s observed equity volatility and the relevant guideline company
volatility.
Shares of stock granted for non-employee director fees are recorded at
the fair value of the shares at the grant date.
The per share weighted average fair value of stock options granted during
the years ended December 31, 2025 and December 31, 2024 was $2.21 and $1.44, respectively. The fair value of each award is
estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions used for grants
in the year ended December 31, 2025 and December 31, 2024. Historical information was the primary basis for the selection of the expected
volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields
of the U.S. Treasury issues with a term equal to the expected life of the option being valued.
Time-Vesting Stock Options
The following table summarizes the inputs into the Black-Scholes model
for all time-vesting stock options granted during the year ended December 31, 2025.
Schedule of time based stock options
Dividend yield 0.00%
Expected dividends —
Expected term (in years) 6.25
The following table summarizes the status of the time-based stock options
outstanding at December 31, 2025:
Schedule of status of time based stock options
Shares Weighted Average Exercise Price
Total stock-based compensation expense for time-vested stock options was
$1,002,555 and $1,530,446 for the years ended December 31, 2025, and 2024, respectively. $186,165 and zero was received from option exercises
for the years ended December 31, 2025, and 2024, respectively. As of December 31, 2025, the intrinsic value of all outstanding time-based
stock options was $8,222,085.
The following table presents information pertaining to time-based stock
options outstanding at December 31, 2025:
Schedule of information pertaining to options outstanding
As of December 31, 2025, there was $2,157,602 of total unrecognized compensation
cost related to time-vested stock option awards granted under the Plans. That cost is expected to be recognized over
a weighted-average period of 24 months.
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Index to Financial Statements
Performance-Vesting Stock Options
The following table summarizes the activities for our unvested performance-vesting
stock option awards for the year ended December 31, 2025.
Shares Weighted Average Grant-Date Fair Value
Granted — —
Vested — —
Unvested at December 31 — $ —
Total stock-based compensation expense for performance-vesting stock options
was $0 and $21,778 for the years ended December 31, 2025, and 2024, respectively. No cash was received from the exercise of performance-vesting
stock options for the years ended December 31, 2025, and 2024.
As of December 31, 2025, there was $0 of unrecognized compensation cost
related to unvested employee performance options.
Restricted Stock Awards, RSUs, and PSUs
The following table summarizes the activities for our unvested restricted
stock awards, RSUs, and PSUs for the year ended December 31, 2025.
Shares Weighted Average Grant-Date Fair Value
Total stock-based compensation expense for restricted stock awards, RSUs,
and PSUs was $1,201,874 and $579,519 for the years ended December 31, 2025, and 2024, respectively.
As of December 31, 2025, there was $2,582,766 of unrecognized compensation
cost related to unvested employee restricted stock awards, RSUs, and PSUs. This amount is expected to be recognized over a weighted-average
period of 25 months.
NOTE 5 — DEBT OBLIGATIONS
On March 8, 2024, the Company entered into a loan and security agreement
with a large domestic banking institution, as lender, providing for a $5,000,000 revolving credit facility and a $5,000,000 term
loan facility. Borrowings are secured by a first-priority lien on substantially all of the assets of the Company, subject to customary
exceptions. On March 31, 2025 the loan and security agreement was amended to extend the maturity of the revolving credit facility to December
31, 2026 and the interest-only portion of the term loan facility to October 1, 2026. In addition, certain other covenants were also modified.
On December 24, 2025, the loan and security agreement was further amended to extend the term loan availability date through March 31,
2026 with a new maturity date of December 1, 2028. As of December 31, 2025, there were no outstanding borrowings under the term loan nor
the revolving credit facility.
Borrowings under the revolving credit facility will bear interest at the
greater of Prime or 6.50%, payable in arrears on a monthly basis and at maturity.Borrowings under the term loan will bear interest
at the greater of Prime minus 0.50% or 6.50% and will be interest-only through October 1, 2026, followed by 27 equal monthly payments
of principal plus interest.
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Index to Financial Statements
In connection with our loan financings agreement dated March 8, 2024, the