Horton Freedom Form 4 KORU Medical Systems / Joseph M. Jr. Manko ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Manko Joseph M. Jr.

(Last) (First) (Middle)

1717 ARCH STREET, 37TH FLOOR

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KORU Medical Systems, Inc. [ KRMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/10/2024		J(1)		453,231	D	$0	0	I	By Horton Freedom, L.P.(2)(3)
Common Stock								7,616,080	I	By Horton Capital Partners Fund, LP(2)(3)
Common Stock								165,252	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Manko Joseph M. Jr.

(Last) (First) (Middle)

1717 ARCH STREET, 37TH FLOOR

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Horton Capital Management, LLC

(Last) (First) (Middle)

1717 ARCH STREET, 37TH FLOOR

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Horton Capital Partners, LLC

(Last) (First) (Middle)

1717 ARCH STREET, 37TH FLOOR

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Horton Capital Partners Fund, L.P.

(Last) (First) (Middle)

1717 ARCH STREET, 37TH FLOOR

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Horton Freedom, L.P.

(Last) (First) (Middle)

1717 ARCH STREET, 37TH FLOOR

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

Explanation of Responses:

1. On January 10, 2024, Horton Freedom, L.P., a Delaware limited partnership ("Horton Freedom"), in accordance with its terms, transferred 453,231 shares of common stock of Koru Medical Systems, Inc. (the "Company") to certain of its limited partners, for no consideration, representing a pro-rata distribution of such limited partners' interests in Horton Freedom.

2. This Form 4 is filed jointly by Horton Capital Management, LLC, a Delaware limited liability company ("HCM"), Horton Capital Partners, LLC, a Delaware limited liability company ("HCP"), Horton Capital Partners Fund, LP, a Delaware limited partnership ("HCPF"), Horton Freedom, and Joseph M. Manko, Jr. Pursuant to investment advisory agreements, HCM maintains investment and voting power with respect to shares of Common Stock of the Issuer held by HCPF and Horton Freedom. However, despite the delegation of investment and voting power to HCM, HCP may be deemed to be the beneficial owner of such Common Stock because, in the event HCM's investment advisory agreement with respect to such Common Stock is terminated, HCP has the right to assume HCM's discretionary investment and voting authority with respect to such Common Stock.

3. {Continued footnote 2) HCP is the general partner of HCPF and Horton Freedom. Mr. Manko is the managing member of both HCM and HCP. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.

	/s/ Joseph M. Manko, Jr.	01/12/2024
	/s/ Joseph M. Manko, Jr.,,Joseph M. Manko, Jr., Managing Member of Horton Capital Management, LLC	01/12/2024
	/s/ Joseph M. Manko, Jr., Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC	01/12/2024
	/s/ Joseph M. Manko, Jr., Joseph M. Manko, Jr., Managing Mem Horton Capital Partners, LLC, the General Partner of Horton Capital Partners Fund, LP and Horton Freedom, L.P.	01/12/2024
	** Signature of Reporting Person	Date
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