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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): December 8, 2017
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CORMEDIX
INC.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34673
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20-5894890
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(State
or Other Jurisdictionof Incorporation)
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(CommissionFile
Number)
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(IRS
EmployerIdentification No.)
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400
Connell Drive, Suite 5000, Berkeley Heights, NJ
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07922
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (908) 517-9500
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(Former
Name or Former Address, If Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On
December 8, 2017, we entered into an amendment to our existing
At-the-Market Issuance Sales Agreement with B. Riley FBR, Inc. to
replace MLV & Co. LLC as sales agent (B. Riley FBR is an
affiliate of MLV) and to increase the amount of common stock that
we may issue and sell from $40,000,000 to $60,000,000 from time to
time through B. Riley FBR. B. Riley FBR will use its commercially
reasonable efforts to sell our common stock from time to time,
based upon our instructions (including any price, time or size
limits or other customary parameters or conditions we may impose).
We will pay B. Riley FBR a commission rate of 3.0% of the gross
sales price per share of any common stock sold through B. Riley FBR
as agent under the sales agreement. We also have provided B. Riley
FBR with customary indemnification rights.
The
foregoing description of the amendment to the sales agreement is
not complete and is qualified in its entirety by reference to the
full text of the amendment, a copy of which is filed herewith as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference. This Current Report on Form 8-K also
incorporates by reference the amendment to the sales agreement into
our shelf registration statement on Form S-3 (File
No. 333-203300) previously filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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Amendment
No. 1, dated December 8, 2017, to At-the-Market Issuance Sales
Agreement, dated April 8, 2015, between CorMedix Inc. and B. Riley
FBR, Inc.
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Opinion
of Wyrick Robbins Yates & Ponton LLP.
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23.1
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Consent
of Wyrick Robbins Yates & Ponton LLP (included in Exhibit
5.1).
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CORMEDIX
INC.
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Date:
December 8, 2017 |
By:
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/s/
Robert W.
Cook
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Name:
Robert W.
Cook
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Title:
Chief Financial
Officer
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