Current Report Filing (8-k)
November 27 2019 - 4:10PM
Edgar (US Regulatory)
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): November 26, 2019
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.
As described in Item 5.07 of this Current Report on Form 8-K,
on November 26, 2019, at its Annual Meeting of Stockholders for the fiscal year ending December 31, 2019 (the “Annual Meeting”),
the stockholders of CorMedix Inc. (the “Company”) approved the 2019 Omnibus Stock Incentive Plan (the “2019 Incentive
Plan”).
For a description of the terms and conditions of the 2019 Incentive
Plan, as approved by stockholders on November 26, 2019, see “Summary of the 2019 Plan” under “Proposal No. 2
– Approval of the 2019 Omnibus Stock Incentive Plan” in the Definitive Proxy Statement on Schedule 14A for the Company’s
Annual Meeting, filed with the Securities and Exchange Commission on October 17, 2019 (the “Proxy Statement”), which
description is incorporated herein by reference.
The foregoing description of the 2019 Incentive Plan and the
description of the 2019 Incentive Plan contained in the Proxy Statement are each qualified in their entirety by reference to the
full text of the 2019 Incentive Plan, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 26, 2019, the Company held its Annual Meeting. Holders
of shares of the Company’s common stock, Series E Preferred Stock and Series G Preferred Stock were entitled to vote at the
Annual Meeting. The Company’s stockholders voted on the following three proposals at the Annual Meeting, casting their votes
as described below.
Proposal 1. – Election of Directors. The
following individuals, each of whom was named as a nominee in the Proxy Statement, were elected by the Company’s stockholders
by a plurality of votes cast to serve on the Company’s board of directors until the Company’s 2020 annual meeting of
stockholders. Information on the vote relating to each director standing for election is set forth below:
Nominee
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FOR
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WITHHELD
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BROKER NON-VOTES
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Khoso Baluch
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7,970,317
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1,244,579
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13,605,872
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Janet Dillione
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8,507,304
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707,592
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13,605,872
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Alan Dunton
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8,656,188
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558,708
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13,605,872
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Myron Kaplan
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8,567,975
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646,921
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13,605,872
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Mehmood Khan
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7,547,288
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1,667,608
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13,605,872
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Steven Lefkowitz
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8,785,993
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428,903
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13,605,872
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Proposal 2. – Approval of 2019 Incentive Plan.
Proposal 2 was to approve the adoption of the 2019 Incentive Plan. The proposal was approved.
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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7,159,127
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1,997,918
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57,851
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13,605,872
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Proposal 3. – Ratification of Appointment of Auditors.
Proposal 3 was to ratify the appointment of Friedman LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2019. The proposal was approved.
FOR
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AGAINST
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ABSTAIN
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21,760,627
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384,439
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675,702
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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: November 27, 2019
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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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