What the changes say
- Market size and tariff changes added as new risks.
- Distributor concentration shifted from six to nine distributors.
- Management structure, strategic acquisitions, and ESG risks removed.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
The size of the markets for our products and any future products may be smaller than we estimate and may decline
Our total addressable market estimates may be incorrect, reducing our prospective market and revenue opportunity if actual patient numbers or product prices are smaller.
- NewRisks Related to Our Business
If a cybersecurity incident was to occur, it could cause substantial disruption to our information systems and breaches of our security systems which could harm our business, customer relations and financial condition
Cybersecurity attacks or human error could breach our networks and compromise sensitive intellectual property, customer data, and employee information.
- NewRisks Related to Our Business
Recent immigration enforcement actions in the U.S. could impact our operations or the operations of our suppliers and vendors, and the ability to retain talented personnel
U.S. immigration enforcement actions could increase employment record audits, limit visa access, increase recruitment costs, and hinder talent retention.
- NewRisks Related to Our Industry
Failure to obtain 510(k) clearance or PMA approval from the FDA for our new products or enhancements to our existing products may affect our ability to grow our business
Failure to obtain FDA 510(k) clearance or PMA approval for new medical devices or product enhancements may restrict our business growth.
- NewRisks Related to Our Industry
If coverage and reimbursement from third-party payors for procedures utilizing our products are inadequate, adoption of our products will be adversely affected and our revenues and prospects for profitability will suffer
Inadequate coverage and reimbursement from third-party payors like Medicare and private insurers for procedures using our products will hurt adoption and revenues.
- NewRisks Related to Economic Conditions
A government shutdown may have a material adverse impact on our business and results of operations
Federal government shutdowns or understaffing at regulatory agencies could cause unforeseen delays that adversely affect our cash flows and results of operations.
- NewRisks Related to Our Financial Position
We may need additional funding in the future, and if we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate our product development, commercial efforts, or sales efforts
Inability to raise additional capital when needed may force us to delay, reduce, or eliminate our product development and sales efforts.
- NewRisks Related to Our Financial Position
Changes in tariff and trade policies by the US administration, and uncertainties with respect to such policies, may have an adverse impact on our costs of goods and gross margin
The February 2026 Supreme Court IEEPA ruling terminated reciprocal tariffs, and the subsequent 15% Section 122 tariff could impact import costs and supply chains.
Dropped
- DroppedRisks Related to Our Business
We may experience difficulties resulting from our relatively new and evolving management structure and executive team
- DroppedRisks Related to Our Business
We cannot guarantee that any of our strategic acquisitions, investments or alliances will be successful
- DroppedRisks Related to Our Business
We could be adversely affected, directly or indirectly, by the effects of an increased focus on environmental, social and governance issues
Reworded
- 81% rewrittenRisks Related to Our Industry
Most brand name injectable therapies will face future competition from generic or biosimilar therapies, which could significantly reduce their commercial viability
Removed a sentence regarding single-source component and raw material suppliers from the end of the risk description.
- 73% rewrittenRisks Related to Our Business
We sell a majority of our products through only a few distributors on whom we depend, and our financial results depend on their purchasing patterns
Updated distributor count from three U.S. and three foreign to three U.S. and six foreign comprising 77% of net revenues, with one U.S. distributor contributing 29% instead of 35%.
- 67% rewrittenRisks Related to Legal and Regulatory Compliance
We and the biopharmaceutical companies with whom we do novel therapies business (“our biopharma customers”) are subject to extensive regulation by governments around the world, and if these regulations are not complied with, existing and future operations may be curtailed, and we could be subject to liability
No substantive textual changes made between the prior year and this year.
- 42% rewrittenRisks Related to Our Financial Position
Changes in tax or labor laws or exposure to additional income tax liabilities could increase our costs and reduce our margins
No substantive textual changes made between the prior year and this year.
- 30% rewrittenRisks Related to Legal and Regulatory Compliance
We are subject to costly and complex laws and governmental regulations and any adverse regulatory action may materially adversely affect our financial condition and business operations
No substantive textual changes made between the prior year and this year.
All 52 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01If we are unable to successfully introduce new products or fail to keep pace with advances in technology, our business, financial condition and results of operations could be adversely affected
- 02Our business depends on an adequate supply of drugs to be administered by our products
- 03The size of the markets for our products and any future products may be smaller than we estimate and may declineNew
- 04We sell a majority of our products through only a few distributors on whom we depend, and our financial results depend on their purchasing patterns73% rewritten
- 05Interruption of our manufacturing or our contract manufacturing operations could adversely affect our business
- 06If we are unable to compete successfully in our highly competitive industry, our business and financial condition may be adversely affected
- 07Competition may increase further as additional companies begin to enter our market or modify their existing products to compete directly with ours. If we are forced to reduce our prices due to increased competition, our business could suffer
- 08Technological developments by others may disrupt our business and negatively impact our revenues
- 09If a cybersecurity incident was to occur, it could cause substantial disruption to our information systems and breaches of our security systems which could harm our business, customer relations and financial conditionNew
- 10If we are unable to protect our patents or other proprietary rights, or if we infringe the patents or other proprietary rights of others, our competitiveness and business prospects may be materially damaged
- 11We need to attract and retain key employees to be competitive
- 12Recent immigration enforcement actions in the U.S. could impact our operations or the operations of our suppliers and vendors, and the ability to retain talented personnelNew
Risks Related to Our Industry
- 13Failure to obtain 510(k) clearance or PMA approval from the FDA for our new products or enhancements to our existing products may affect our ability to grow our businessNew
- 14Healthcare policy changes and industry cost-containment measures could result in downward pricing pressure for our products and limit our sales
- 15Issues with product quality could have an adverse effect upon our business, subject us to regulatory actions, cause a loss of customer confidence in us or our products, among other negative consequences
- 16Defects or quality issues associated with our products could adversely affect the results of our operations
- 17The therapeutic efficacy of certain of our biopharma customers’ products that may utilize our device are either unproven in humans or has only been proven in limited circumstances, and we may not be able to successfully develop and sell our products in combination with our biopharma customers’ products
- 18Our commercial success depends upon the attainment of significant market acceptance of drug product candidates to be included in our biopharma customers’ products that may utilize our device, if approved, among physicians, patients, healthcare payers or the medical community
- 19If coverage and reimbursement from third-party payors for procedures utilizing our products are inadequate, adoption of our products will be adversely affected and our revenues and prospects for profitability will sufferNew
- 20Most brand name injectable therapies will face future competition from generic or biosimilar therapies, which could significantly reduce their commercial viability81% rewritten
Risks Related to Legal and Regulatory Compliance
- 21We are subject to costly and complex laws and governmental regulations and any adverse regulatory action may materially adversely affect our financial condition and business operations30% rewritten
- 22We and the biopharmaceutical companies with whom we do novel therapies business (“our biopharma customers”) are subject to extensive regulation by governments around the world, and if these regulations are not complied with, existing and future operations may be curtailed, and we could be subject to liability67% rewritten
- 23If our devices are commercialized as part of a drug-delivery combination product we, as the manufacturer of the device component of that combination product, we are subject to unannounced and preapproval inspections by the FDA of our manufacturing facility to determine our compliance with QSR and cGMP
- 24Our compliance with EU MDR regulations by December 2028 will require significant investment and, if we are not in compliance by that time, we will not be able to sell our products in the EU
- 25Our failure to comply with laws and regulations relating to reimbursement of healthcare products may subject us to penalties and adversely impact our reputation, business, results of operations, financial condition and cash flows
Risks Related to Economic Conditions
- 26Our distribution network and other operations outside the U.S. subject us to certain risks
- 27Rising inflation increases economic uncertainty and may require us to raise prices in order to maintain our operating margins
- 28We are subject to foreign currency exchange risk
- 29A government shutdown may have a material adverse impact on our business and results of operationsNew
- 30A downturn in global economic conditions in government-sponsored healthcare systems could adversely affect our operations
- 31Public health crises, such as the COVID-19 pandemic, have had, and could in the future have, a negative effect on our business
- 32Brexit may impact our business in the United Kingdom
Risks Related to Our Financial Position
- 33We may need additional funding in the future, and if we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate our product development, commercial efforts, or sales effortsNew
- 34Producing and marketing our developed products is costly. Although we believe we currently have adequate capital to fulfill our near-term funding needs, we may need to raise additional capital in the future in order to execute our business plan and help us fund the development and commercialization of new products
- 35We are required to comply with certain financial and operating covenants under our credit facility. Failure to comply with these covenants would prevent us from drawing on our facility and, once drawn, could cause amounts borrowed to become immediately due and payable
- 36Changes in tax or labor laws or exposure to additional income tax liabilities could increase our costs and reduce our margins42% rewritten
- 37Changes in tariff and trade policies by the US administration, and uncertainties with respect to such policies, may have an adverse impact on our costs of goods and gross marginNew
- 38Our operating results and financial condition may fluctuate
- 39Future material impairments in the value of our long-lived assets could negatively affect our operating results
Risks Related to Ownership of Our Common Stock
- 40There may be circumstances in which the interests of our significant stockholders could be in conflict with your interests as a stockholder
- 41We do not currently intend to pay dividends on our common stock
- 42Future sales and issuances of shares of our common stock or rights to purchase our common stock, including pursuant to our equity compensation plans, could result in additional dilution of the percentage ownership of our stockholders
- 43There has been volatility in the price of shares of our common stock
- 44If we do not maintain compliance with the listing standards of the Nasdaq Capital Market, Nasdaq may delist our common stock from trading on its exchange
- 45We are a smaller reporting company and non-accelerated filer, and we cannot be certain if the reduced disclosure requirements applicable to us will make our common stock less attractive to investors
- 46The price of our common stock may be adversely affected by the future issuance and sale of shares of our common stock or other equity securities
- 47You may find it difficult to sell our common stock
- 48Actions of activist stockholders could have an adverse effect on our business
- 49Natural disasters, war and other events could adversely affect our suppliers and customers
- 50We are dependent on information technology systems and subject to privacy and security laws, and our systems and infrastructure face certain risks, including from cyber security breaches and data leakage
- 51We are subject to lawsuits
- 52Our insurance coverage may be inadequate to cover all the liabilities we may incur
Other KORU Medical Systems 10-Ks
- FY2024 10-K risk factors47 risks
KORU Medical faces heavy customer concentration with distributors and relies on single-source suppliers for subassemblies and therapies. Compliance with EU MDR regulations by December 2028 is critical for international sales. The company operates entirely within the infusion market and depends on third-party drug availability.
Filed Mar 12, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.