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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 11, 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 11, 2017, we entered into Amendment No. 1 to
Registration Rights Agreement to amend the Registration Rights
Agreement, dated November 9, 2017, by and between us and
Elliott Associates, L.P. and Elliott International, L.P., to amend
the definition of “Effectiveness Deadline” to a day
that is 90 calendar days after the date on which we receive a
demand notice for registration of securities as contemplated by the
Registration Rights Agreement. The original deadline was 90
calendar days after November 9, 2017, which is the date we entered
into the Registration Rights Agreement.
Amendment No. 1 to Registration Rights Agreement is attached hereto
as Exhibit 10.1 and is incorporated herein by
reference.
Item 5.03.
Amendment to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On December 11, 2017, we filed an Amended and Restated Certificate
of Designation of Series F Preferred Stock with the Delaware
Secretary of State classifying and designating the rights,
preferences and privileges of the Series F Stock. The amendment and
restatement effected a change in (i) the definition of
“Conversion Price” in Section 1 to change the criteria
for determining the Conversion Price, and (ii) Section 7(f). In
both sections, exemptions were provided to allow for the sale of
common stock under our at-the-market common stock sales (ATM)
program and allow the sale of common stock and junior preferred
stock to directors, officers and employees of our company, as well
as under our 2013 Stock Incentive Plan.
The Amended and Restated Series F Stock Certificate of Designation
is attached hereto as Exhibit 3.1 and is incorporated herein by
reference. The foregoing description of the Amended and
Restated Certificate of Designation of Series F Preferred Stock is
not complete and is qualified in its entirety by reference to
Exhibit 3.1.
Item 9.01. Financial Statements and
Exhibits.
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Exhibit
No.
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Description
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Amended
and Restated Certificate of Designation of Series F Preferred Stock
of CorMedix Inc., filed with the Delaware Secretary of State on
December 11, 2017.
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Amendment
No. 1, dated as of December 11, 2017, to Registration Rights
Agreement, dated November 9, 2017, by and between CorMedix Inc. and
the investor named therein.
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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 11,
2017
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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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