Current Report Filing (8-k)
September 17 2020 - 9:16AM
Edgar (US Regulatory)
0001410098
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0001410098
2020-09-15
2020-09-15
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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): September 15, 2020
CORMEDIX INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-34673
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20-5894890
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(State of other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification 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
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value
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CRMD
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NYSE American LLC
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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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2020, the Board of Directors (the “Board”)
of CorMedix Inc. (the “Company”) appointed Paulo F. Costa as a director, effective immediately, to serve until the
Company’s next annual meeting of stockholders or until his respective successor is duly elected and qualified.
Mr. Costa, age 70, served as President and Chief Executive Officer
of Novartis U.S. Corporation, from October 2005 to August 2008. Prior to his work at Novartis U.S. Corporation, Mr. Costa was President
and Chief Executive Officer of Novartis Pharmaceuticals, U.S. from July 1999 to September 2005. Prior to joining Novartis, Mr.
Costa spent 30 years at Johnson & Johnson, including as President of Janssen Pharmaceutica, Inc. From August 2009 to August
2012, Mr. Costa served as Chairman of the Board of Amylin Pharmaceuticals Inc, a commercial stage biopharma company, until its
sale to Bristol-Myers Squibb and AstraZeneca in a $7 billion transaction in 2012. Mr. Costa currently serves as Chairman of the
Board of MacroGenics, Inc., a public late stage biopharma company focused on oncology, and as a director of two privately held
life science companies.
In connection with his services as a director, on September
15, 2020, Mr. Costa received an initial stock option grant to purchase 20,000 shares of the Company’s common stock, subject
to one-third vesting on the date of grant and one-third vesting on each of the first and second anniversary dates of the date of
grant, and a prorated annual grant of 3,750 options, subject to vesting monthly over a one-year period beginning on October 15,
2020. Both sets of options are exercisable at an exercise price equal to the closing price of the Company’s common stock
on the date of grant. Mr. Costa will also receive cash compensation on the same basis as paid to the other non-employee members
of the Board, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the
Securities and Exchange Commission on March 16, 2020.
There are no arrangements or understandings between Mr. Costa
and any other person pursuant to which he was appointed as a director of our Board and there are no related party transactions
between Mr. Costa and the Company.
Item 8.01. Other Events.
On September 17, 2020, the Company issued a press release to
report the appointment of the director identified in Item 5.02. A copy of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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: September 17, 2020
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By:
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/s/ Khoso
Baluch
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Name:
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Khoso Baluch
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Title:
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Chief Executive Officer
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2
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