SCHEDULE: Horton Capital Updates KORU Medical Systems Stake
Beneficial Ownership Amendment
Horton Capital Partners and Joseph M. Manko, Jr. filed an amended Schedule 13D detailing changes in their beneficial ownership of KORU Medical Systems, Inc. common stock, including share distributions and director compensation.
Summary
- Horton Capital Partners Fund, LP, Horton Capital Partners, LLC, Horton Capital Management, LLC, and Joseph M. Manko, Jr. (Reporting Persons) filed Amendment No. 12 to their Schedule 13D.
- The amendment discloses changes in beneficial ownership of KORU Medical Systems, Inc. common stock.
- As of February 13, 2026, the Reporting Persons collectively beneficially own 5,845,045 shares, representing 12.62% of the Issuer's outstanding common stock.
- Changes include the issuance of Director Shares to HCPF in consideration for Mr. Manko's service as a director.
- HCPF and Horton Freedom, L.P. made pro-rata in-kind distributions of shares to their limited partners.
- HCP also transferred shares to its members, including Mr. Manko.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, primarily detailing routine beneficial ownership changes and internal distributions by a significant shareholder group, with no direct positive or negative implications for KORU Medical Systems' operational performance.
Positives
- Joseph M. Manko, Jr., a managing member of Horton Capital entities, continues to serve as a director of KORU Medical Systems, indicating ongoing engagement and oversight.
- The receipt of Director Shares by HCPF for Mr. Manko's service reflects a form of compensation tied to the company's equity, aligning interests.
Negatives
- The filing primarily details internal distributions among the Reporting Persons and does not indicate any direct negative operational developments for KORU Medical Systems.
Risks
- Reporting Persons may increase or decrease their position in the Issuer, which could impact share price volatility depending on the scale of transactions.
- Future actions by Reporting Persons could include proposals concerning changes to the capitalization, ownership structure, board structure (including composition), or operations of the Issuer, which may or may not align with other shareholders' interests.
Future Outlook
The Reporting Persons intend to continuously review their investment in KORU Medical Systems. They may increase or decrease their position through open market or private transactions. They may also engage in additional communications with management and the Board, discuss with other stockholders, and potentially make proposals concerning changes to the Issuer's capitalization, ownership structure, board structure, or operations.
Management Comments
- "The Reporting Persons acquired the shares of Common Stock for investment purposes."
- "The Reporting Persons intend to review their investment in the Issuer on a continuing basis."
Industry Context
StockSavvy.ai notes that Schedule 13D filings are common for activist investors or significant shareholders who wish to disclose their intentions and influence corporate strategy. The ongoing distributions by Horton Capital entities suggest a rebalancing or reallocation of their investment within their various funds and to individual members, rather than a direct statement on KORU Medical Systems' industry position.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Representation | Joseph M. Manko, Jr., a managing member of Horton Capital entities, continues to serve as a member of KORU Medical Systems' Board of Directors. | Ongoing | Maintains a significant shareholder's direct influence and oversight on the company's strategic direction. |
| Joint Filing Agreement | The Reporting Persons have entered into a Joint Filing Agreement to file this Amendment 12 jointly. | 2026-02-13 | Ensures coordinated disclosure of beneficial ownership by the affiliated entities. |
Related Party Transactions
- Issuance of Director Shares to HCPF in consideration for Mr. Manko's service as a director of KORU Medical Systems.
Stakeholder Impact
- Shareholders: Provides transparency regarding the holdings and intentions of a significant shareholder group. Potential for future activist engagement or proposals could influence company strategy.
- Management/Board: Awareness of a large shareholder's potential for engagement and proposals regarding corporate strategy and governance.
Next Steps
- Reporting Persons may increase or decrease their holdings in KORU Medical Systems.
- Reporting Persons may engage in further communications with KORU Medical Systems' management and Board.
- Reporting Persons may discuss their investment with other stockholders.
- Reporting Persons may propose changes to KORU Medical Systems' capitalization, ownership, board structure, or operations.
Key Dates
| Date | Description |
|---|---|
| 2017-05-23 | Initial Schedule 13D filed by Reporting Persons. |
| 2024-01-10 | Horton Freedom, L.P. transferred 453,231 shares to limited partners, reducing its holding to 0 shares. |
| 2024-02-15 | HCPF transferred 27,700 shares to a limited partner. |
| 2024-03-31 | 6,329 Director Shares issued to HCPF. |
| 2024-06-30 | 5,545 Director Shares issued to HCPF. |
| 2024-07-24 | HCPF transferred 721,781 shares to a limited partner. |
| 2024-09-30 | 5,454 Director Shares issued to HCPF. |
| 2024-12-31 | 3,937 Director Shares issued to HCPF. |
| 2025-01-21 | HCPF transferred 1,000,000 shares to limited partners, including HCP, which then transferred shares to its members (Mr. Manko received 351,948 shares). |
| 2025-03-31 | 5,870 Director Shares issued to HCPF. |
| 2025-05-20 | HCPF transferred 14,317 shares to a limited partner. |
| 2025-06-30 | 4,189 Director Shares issued to HCPF. |
| 2025-09-30 | 3,916 Director Shares issued to HCPF. |
| 2025-11-12 | Date of Issuer's Quarterly Report on Form 10-Q, stating 46,322,655 shares outstanding. |
| 2025-11-26 | HCPF transferred 41,000 shares to a limited partner. |
| 2025-12-31 | 2,581 Director Shares issued to HCPF. |
| 2026-02-13 | HCPF transferred 770,418 shares to limited partners, including HCP, which then transferred 750,000 shares to its members (Mr. Manko received 282,347 shares). This is also the date of the event requiring this filing. |
Keywords
KORU Medical Systems, KORU, Horton Capital, Joseph M. Manko Jr., Schedule 13D, beneficial ownership, common stock, equity, investment, corporate governance, medical systems
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