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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
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On October 1, 2021, the Company and Khoso Baluch came to a mutual agreement
pursuant to which Mr. Baluch will retire from his position as the Company’s Chief Executive Officer, effective October 4, 2021.
Mr. Baluch has also resigned from the Company’s Board of Directors. Mr. Baluch did not resign as director due to any disagreement
with the Company.
In connection with his separation from service, the Company and Mr.
Baluch entered into a separation agreement and release dated as of October 1, 2021 (the “Baluch Separation Agreement”). Under
the Baluch Separation Agreement, Mr. Baluch will receive the severance payments and benefits described in his Employment Agreement dated
September 26, 2019, with the Company (the “Baluch Employment Agreement”) with respect to a termination by the Company without
cause. The Baluch Employment Agreement is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 26, 2019. Mr. Baluch
will have met the eligibility requirements for retirement as of the date of his separation, so certain of Mr. Baluch’s vested stock
options will be exercisable for up to three years after separation under the terms of the applicable grant agreements. The Baluch Separation
Agreement provides this retirement treatment for all outstanding vested options. The Company has agreed to reimburse Mr. Baluch for legal
fees incurred in connection with the review of the Baluch Separation Agreement. Mr. Baluch is bound by confidentiality, non-solicitation
and non-competition covenants under his Employment Agreement, and an extended covenant not to solicit employees under the Baluch Separation
Agreement.
On October 4, 2021, the Company and John L. Armstrong, Jr. came to
a mutual agreement pursuant to which Mr. Armstrong will retire from his position as the Company’s Executive Vice President, Technical
Operations, effective October 4, 2021.
In connection with his separation from service, the Company and Mr.
Armstrong entered into a separation agreement and release dated as of October 4, 2021 (the “Armstrong Separation Agreement”).
Under the Armstrong Separation Agreement, Mr. Armstrong will receive the severance payments and benefits described in his Employment Agreement
dated April 17, 2020, with the Company (the “Armstrong Employment Agreement”) with respect to a termination by the Company
without cause. The Armstrong Employment Agreement is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 23, 2020.
Mr. Armstrong will have met the eligibility requirements for retirement as of the date of his separation, so certain of Mr. Armstrong’s
vested stock options will be exercisable for up to three years after separation under the terms of the applicable grant agreements. The
Armstrong Separation Agreement provides this retirement treatment for all outstanding vested options. The Company has agreed to reimburse
Mr. Armstrong for legal fees incurred in connection with the review of the Armstrong Separation Agreement. Mr. Armstrong is bound by confidentiality,
non-solicitation and non-competition covenants under his Employment Agreement, and an extended covenant not to solicit employees under
the Armstrong Separation Agreement.
The Board is initiating
a search process with a leading executive search firm to identify a new Chief Executive Officer. Mr. Baluch will serve the Company in
an advisory capacity to facilitate a smooth transition.
Matthew David, M.D., the Company’s current Chief Financial Officer,
will serve as interim Chief Executive Officer, effective immediately, until a new Chief Executive Officer is appointed. Dr. David will
continue to hold his position of Chief Financial Officer. Dr. David joined CorMedix as Executive Vice President and Chief Financial Officer
in May 2020. Prior to joining CorMedix, Dr. David was Head of Strategy at Ovid Therapeutics and has spent the majority of his career in
healthcare investment banking roles where he advised life sciences companies on a broad range of financing and strategic transactions.
Dr. David received his M.D. from NYU School of Medicine and his undergraduate degree from Dartmouth College.
Phoebe Mounts, Ph.D., Esq., EVP, General Counsel, and Head of Regulatory,
Compliance, and Legal, will have direct authority over the Company’s Technical Operations group, inclusive of a specialized group
of consultants working on addressing the deficiencies identified at CorMedix’s third-party manufacturing facility.