ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Appointment of Executive Officer

Effective March 15, 2021, Linda Tharby was employed by Repro Med Systems, Inc. dba KORU Medical Systems (the “Company”) to serve as the Company’s President and Chief Executive Officer effective April 12, 2021. James M. Beck, interim Chief Executive Officer, will resign from that position upon the appointment of Ms. Tharby and will continue as a member of the Board of Directors.

Ms. Tharby is an experienced global medical device industry executive, with a 24-year career with Becton Dickinson and Company (“BD”; NYSE: BDX), a leading medical technology company. Ms. Tharby was a member of the Executive Leadership team of BD that transformed the company from an $8 billion medical supplies company to an $18 billion global medical technology company. With over 20 years of experience in global business leadership roles, Ms. Tharby has been accountable for portfolio innovation and global commercialization across multiple business units. Ms. Tharby also has enterprise change and integration experience, with her most recent role at BD, from July 2018 through December 2020, as the company’s Chief Customer Experience Officer and in her prior role, as the company’s Chief Human Resources Officer, from October 2016 through July 2018, through BD’s $24 billion acquisition and integration of C.R. Bard in 2017. Prior to that, she served at BD as the Executive Vice President and President of the Life Sciences segment, Group President of Preanalytical Systems and BD Biosciences, Worldwide President of Diabetes Care, and Vice President and General Manager of Pharmaceutical Systems. Since 2014, Ms. Tharby has served on the Columbia University School of Public Health Board of Advisors.

In connection with her employment, Ms. Tharby entered into an employment agreement with the Company dated March 15, 2021. Pursuant to this agreement, Ms. Tharby will receive an annual base salary of $550,000 and be eligible to earn an annual bonus, paid 70% in cash and 30% in shares of the Company’s common stock, with a target of 80% of her base salary, based on achievement of objectives set in accordance with the Company’s management incentive compensation plan for executives, payable by March 15 of the following year.

Under the Agreement, Ms. Tharby received non-qualified stock options pursuant to the Company’s 2015 Stock Option Plan, as amended, to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $3.875 per share, subject to vesting as follows, provided she is then employed by the Company: 25% on March 15, 2022 and 25% each twelve months thereafter.

In addition, Ms. Tharby will receive three restricted stock awards on April 12, 2021 as follows, each vesting subject to employment on the respective vesting date:

(1) 600,000 shares of common stock, vesting as follows: if the Company’s Net Sales Growth (defined below) for any of the fiscal years ended December 31, 2022, 2023, 2024 or 2025 (each, a “Target Year”) is at least the applicable Net Sales Target set forth on the schedule to the restricted stock award agreement, then, on the applicable Vesting Date, a corresponding portion of the restricted stock award will vest as set forth on such schedule. Additionally, if Net Sales Growth is less than any of the Net Sales Targets set forth in such schedule in any Target Year (a “Miss Year”), vesting of the restricted stock award in the following Target Years (each such subsequent Target Year, a “Catch-up Year”) shall be further subject to the following catch-up vesting provisions: if the Net Sales Growth in the Miss Year(s) when averaged with the Net Sales in each Catch-up Year(s) equals or exceeds a Net Sales Target in any single Miss Year that has not previously been obtained, then on the applicable Vesting Date, an additional portion of the Award shall vest as if the applicable Net Sales Target had been met in the Miss Year(s). Notwithstanding the foregoing, the restricted stock award shall automatically vest in full upon the Company maintaining, for a period of at least two consecutive fiscal quarters after January 1, 2022, at least a specified run rate over the previous four fiscal quarters, as reported in the Company’s filings pursuant to the Securities Exchange Act of 1934, as amended.

(2) 200,000 shares of common stock vesting 25% on April 12, 2022 and 25% each twelve months thereafter.

- 2 -