Current Report Filing (8-k)
July 29 2020 - 4:36PM
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): July 28, 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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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. ☐
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Item
1.01.
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Entry
into a Material Definitive Agreement
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On
July 28, 2020, CorMedix Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with SunTrust Robinson Humphrey, Inc. and JMP Securities LLC, as representatives of the several underwriters named therein (collectively,
the “Underwriters”), relating to the issuance and sale of 4,444,444 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $4.50 per share. Pursuant
to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 666,666 shares
of Common Stock.
The gross proceeds to the Company from
this offering are expected to be approximately $20 million, before deducting underwriting commissions and estimated offering
expenses payable by the Company. The offering is expected to close on or about July 30, 2020 subject to customary closing
conditions.
The
offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No.
333-223562) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) and
a prospectus supplement and accompanying prospectus filed with the SEC.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
Pursuant
to the Underwriting Agreement, our directors and executive officers entered into agreements in substantially the form agreed to
by the Underwriters providing for a 90-day “lock-up” period with respect to sales of certain securities of the Company,
subject to certain exceptions.
The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full
text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and which is incorporated by reference
herein. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares
in the offering is attached as Exhibit 5.1 to this report.
On
July 28, 2020, the Company issued a press release announcing the pricing of the offering, a copy of which is attached as Exhibit
99.1 to this report and is incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits
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(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: July 29, 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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