UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CorMedix Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
20-5894890 |
| (State of incorporation) |
(I.R.S. Employer Identification No.) |
745 Route 202-206, Suite 303
Bridgewater, New Jersey 08807
(Address, including zip code, of registrant's principal executive offices)
CorMedix Inc. 2013 Stock Incentive Plan
(Full title of the plan)
Randy Milby
Chief Executive Officer
745 Route 202-206, Suite 303
Bridgewater, New Jersey 08807
(908) 517-9500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
Alexander M. Donaldson, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
Telephone: (919) 781-4000
Facsimile: (919) 781-4865
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” (in Rule 12b-2 of the Act) (Check one):
| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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| (Do not check if smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Title of Securities to
be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price
Per Share (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration Fee
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Common Stock,
$0.001 par value per share
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5,000,000
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$0.775
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$3,875,000
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$499.10
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of shares to be offered under the Registrant’s 2013 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of outstanding shares of the Registrant’s common stock.
(2) Estimated solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the common stock on the NYSE MKT on December 9, 2013 in accordance with Rule 457(c).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or given by CorMedix Inc. (the “Company”) to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent or given by the Company to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Company with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 27, 2013;
(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the Commission pursuant to Section 13 of the Exchange Act on May 15, 2013;
(c) The Company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2013, filed with the Commission pursuant to Section 13 of the Exchange Act on November 19, 2013;
(d) The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the Commission pursuant to Section 13 of the Exchange Act on August 14, 2013;
(e) The Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2013, filed with the Commission pursuant to Section 13 of the Exchange Act on November 19, 2013;
(f) The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the Commission pursuant to Section 13 of the Exchange Act on November 19, 2013;
(g) The Company’s Current Reports on Form 8-K or portions thereof, filed pursuant to Section 13 of the Exchange Act on January 16, February 7, February 19, March 6, March 22, April 11, April 22, May 24, May 31, June 10, July 1, July 8, July 15, July 26, July 30, August 15, August 26, September 5, October 18, October 23, December 3, and December 12, 2013;
(h) The Company’s definitive proxy statement on Schedule 14A for the Company’s 2013 Annual Meeting of Shareholders, filed with the Commission pursuant to Section 14 of the Exchange Act on June 20, 2013; and
(i) The description of the Company’s common stock contained in Item 1 of its Registration Statement on Form 8-A (File No. 333-163380) filed with the Commission pursuant to Section 12(b) of the Exchange Act on March 19, 2010 and as may be amended from time to time.
All documents filed, but not furnished, by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered under this registration statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. In no event, however, will any of the information, including exhibits, that the Company discloses under Item 2.02 and Item 7.01 of any report on Form 8-K that has been or may be, from time to time, furnished to the SEC be incorporated by reference into or otherwise become a part of this registration statement.
Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities
Not applicable. The class of securities to be offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law gives a corporation the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Section 145 also gives a corporation the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145 further provides that, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 145 also authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
The Company’s Certificate of Incorporation and Bylaws provide for the indemnification of officers and directors to the fullest extent permitted by the Delaware General Corporation Law.
All of the Company’s directors and officers are covered by insurance policies maintained by the Company against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
| Exhibit No. |
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Description |
| 5.1 |
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Opinion of Wyrick Robbins Yates & Ponton LLP.
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| 10.34(1) |
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CorMedix Inc. 2013 Stock Incentive Plan.
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| 10.35 |
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Form of Stock Option Agreement under the 2013 Stock Incentive Plan. |
| 23.1 |
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Consent of CohnReznick LLP, Independent Registered Public Accounting Firm.
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| 23.2 |
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Consent of Wyrick Robbins Yates & Ponton LLP (contained in Exhibit 5.1).
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| 24.1 |
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Power of Attorney (see page S-1).
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_______________________
(1) Incorporated by reference to the exhibit filed in the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2103 filed with the Commission on August 14, 2013.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement related to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Bridgewater, State of New Jersey, on the 13th day of December 2013.
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CORMEDIX INC.
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By:
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/s/ Randy Milby |
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Randy Milby
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Randy Milby and Steven Lefkowitz, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Capacity
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Date
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/s/ Randy Milby
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Chief Executive Officer and Director
(Principal Executive Officer)
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December 13, 2013
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Randy Milby
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/s/ Steve Lefkowitz
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Interim Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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December 13, 2013
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Steve Lefkowitz
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/s/ Mathew Duffy
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Director
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December 13, 2013
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Matthew Duffy
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/s/ Gary Gelbfish, M.D.
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Director
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December 13, 2013
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Gary Gelbfish, M.D.
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/s/ Antony Pfaffle, M.D.
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Director and Acting Chief Scientific Officer
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December 13, 2013
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Antony Pfaffle, M.D.
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