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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 19, 2018
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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. Other Events.
As
previously announced, on November 14, 2018, we entered into a
binding term sheet with Elliott Management Corporation for a $7.5
million 3-year convertible debt facility. As disclosed in our
November 14, 2018 quarterly conference call, the term sheet
required us to amend, and on December 19, 2018, we amended the
following warrants held by Elliott Associates, L.P. and its
affiliates to reduce the exercise price of each warrant to $0.001
per share: warrants issued in May 2013 to purchase up to an
aggregate of 500,000 shares of our common stock with a
pre-amendment exercise price of $0.65 per share and an expiration
date of May 30, 2019; and warrants issued in October 2013 to
purchase up to an aggregate of 750,000 shares of our common stock
with a pre-amendment exercise price of $0.90 per share and an
expiration date of October 22, 2019.
The reductions in the exercise prices will be rescinded in the
event (i) we use our best efforts to consummate the
transactions contemplated by and on the terms set forth in the term
sheet, and (ii) notwithstanding such efforts, such transactions are
not consummated. We are negotiating
the definitive documents for the convertible debt
facility.
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 21,
2018
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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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