As filed with the Securities and Exchange Commission on August 12, 2021
Registration Statement No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CORMEDIX INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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20-5894890
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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300 Connell Drive, Suite 4200
Berkeley Heights, New Jersey 07922
Telephone: (908) 517-9500
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Khoso Baluch
Chief Executive Officer
CorMedix Inc.
300 Connell Drive, Suite 4200
Berkeley Heights, New Jersey 07922
Telephone: (908) 517-9500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Steven A. Navarro
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Telephone: (212) 309-6000
Fax: (212) 309-6001
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered
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Amount to be
registered(1)
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Proposed
maximum
aggregate
offering
price per unit (2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common stock, $0.001 par value per share
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–
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$
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–
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$
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–
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$
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–
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Preferred stock, $0.001 par value per share
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|
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–
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–
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–
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|
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–
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Warrants
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|
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–
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–
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–
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–
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Debt Securities
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–
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–
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–
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–
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Units(4)
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–
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–
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–
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–
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Total
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$
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150,000,000
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$
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16,365
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(3)
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(1)
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The Registrant is registering such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities, and such indeterminate number of units as shall have an aggregate initial offering price not to exceed $150,000,000, less the aggregate dollar amount of all securities previously issued hereunder. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate offering price not to exceed $150,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. The proposed maximum offering price per unit will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transaction.
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(2)
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The proposed maximum offering price per unit will be determined from time to time by the Registrant in connection with, and at the time of, the issuance of the securities and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3, as amended.
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(3)
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The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price of all securities listed.
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(4)
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Each unit consists of any combination of two or more of the securities being registered hereby.
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The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not
complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion,
dated August 12, 2021
Prospectus
$150,000,000 of
Common Stock,
Preferred Stock,
Warrants,
Debt Securities and/or
Units
From time to time, we may offer and sell up to
$150,000,000 in the aggregate of any combination of the securities described in this prospectus, either individually or in units, in one
or more offerings in amounts, at prices and on the terms that we will determine at the time of offering. We may also offer common stock
or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock
or debt securities upon the exercise of warrants.
Each time we sell securities, we will provide specific
terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information
contained in this prospectus. We will specify in any accompanying prospectus supplement the terms of any offering. You should read this
prospectus and the applicable prospectus supplement, as well as any documents incorporated by reference in this prospectus and any prospectus
supplement, carefully before you invest in any securities. This prospectus may not be used by us to consummate a sale of securities
unless accompanied by the applicable prospectus supplement describing the method and terms of such offering.
We will sell these securities directly to our stockholders
or to other purchasers or through agents on our behalf or through underwriters or dealers, or a combination of these methods, as designated
from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement
will provide the names of the agents or underwriters and any applicable fees, commissions or discounts.
Our common stock trades on the Nasdaq Global Market under the trading symbol
“CRMD.” On August 11, 2021, the closing price of our common stock was $5.91 per share. We recommend that you obtain
current market quotations for our common stock prior to making an investment decision.
You should carefully read this prospectus, the
applicable prospectus supplement relating to any specific offering of securities and all information incorporated by reference herein
and therein.
Investing in our securities involves a high
degree of risk. These risks are described under the caption “Risk Factors” beginning on page 5 of this prospectus and the
reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and in an applicable
prospectus supplement and in other documents that are incorporated by reference into this prospectus and any applicable prospectus supplement
concerning factors you should consider before investing in our securities. Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this prospectus is August 12, 2021
Table
of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under
this shelf registration process, we may offer and sell shares of our common stock and preferred stock, various series of debt securities
and/or warrants to purchase any of such securities, either individually or in units, in one or more offerings, of an indeterminate amount
for total gross proceeds of up to $150,000,000. This prospectus provides you with a general description of the securities we may offer.
Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may
contain material information relating to a particular offering.
This prospectus does not contain all of the information
included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration
statement, including its exhibits. Prospectus supplements may also add, update or change information contained or incorporated by reference
in this prospectus or in the documents that we have incorporated by reference into this prospectus. However, no prospectus supplement
will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in
this prospectus at the time of its effectiveness. This prospectus, together with the applicable prospectus supplements and the documents
incorporated by reference into this prospectus, includes all material information relating to this offering. You should carefully read
this prospectus, the applicable prospectus supplement, the information and documents incorporated herein by reference and the additional
information under the heading “Where You Can Find More Information” before making an investment decision.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus
or any accompanying prospectus supplement were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant
to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of our affairs.
It is important for you to read and consider all
of the information contained in this prospectus and any accompanying prospectus in making your investment decision. We include cross-references
in this prospectus and any accompanying prospectus to captions in these materials where you can find additional related discussions. The
table of contents in this prospectus provides the pages on which these captions are located.
You should rely only on the information we have
provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with
information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson or other person is authorized
to give any information or to represent anything not contained or incorporated by reference in this prospectus. You should not rely on
any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained in this prospectus,
the accompanying prospectus supplement or any free writing prospectus, or incorporated by reference herein, is accurate as of any date
other than as of the date of this prospectus or any prospectus supplement or any free writing prospectus, as the case may be, or in the
case of the documents incorporated by reference, the date of such documents regardless of the time of delivery of this prospectus and
any prospectus supplement or any sale of our securities. Our business, financial condition, liquidity, results of operations and prospects
may have changed since those dates.
To the extent there are inconsistencies between
any prospectus supplement, this prospectus and any documents incorporated by reference, the document with the most recent date will control.
This prospectus may not be used to consummate
sales of our securities, unless it is accompanied by a prospectus supplement.
This prospectus, any prospectus supplement, and
any free writing prospectus, and the information incorporated herein and therein by reference, include trademarks, service marks and trade
names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus
supplement or the accompanying prospectus are the property of their respective owners.
Unless the context otherwise requires, “CorMedix,”
the “Company,” “we,” “us,” “our” and similar names refer to CorMedix Inc.
No action is being taken in any jurisdiction outside the United
States to permit a public offering of the securities or possession or distribution of this prospectus or any accompanying prospectus supplement
in that jurisdiction. Persons who come into possession of this prospectus or any accompanying prospectus supplement in jurisdictions outside
the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of
this prospectus or any accompanying prospectus supplement applicable to that jurisdiction.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
The SEC encourages companies
to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment
decisions. This prospectus supplement and the documents we have filed with the SEC that are incorporated herein by reference contain such
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Words such as “may,”
“might,” “should,” “anticipate,” “estimate,” “expect,” “projects,”
“intends,” “plans,” “believes” and words and terms of similar substance used in connection with any
discussion of future operating or financial performance, identify forward-looking statements. Forward-looking statements represent management’s
current judgment regarding future events and are subject to a number of risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. These risks include, but are not limited to: the results of CorMedix’s
discussions with the FDA regarding the DefenCath™ development path for marketing authorization; CorMedix’s ability to manage
its limited cash resources and the impact on current, planned or future research, including the continued development of DefenCath/Neutrolin®
and research for additional uses for taurolidine; CorMedix’s ability to obtain additional financing to support CorMedix’s
research and development and clinical activities and operations; that preclinical results are not indicative of success in clinical trials
and might not be replicated in any subsequent studies or trials; CorMedix’s ability to obtain approval of the New Drug Application
(NDA) for DefenCath, which is required to commercialize the product in the U.S.; CorMedix’s ability to secure reimbursement under
favorable terms for DefenCath when regulatory approval is obtained; obtaining regulatory approvals to conduct clinical trials and to commercialize
CorMedix’s product candidates; the outcome of clinical trials of CorMedix’s product candidates and whether they demonstrate
these candidates’ safety and effectiveness; the risks associated with the launch of DefenCath and Neutrolin in new markets; CorMedix’s
ability to enter into, execute upon and maintain collaborations with third parties for its development and marketing programs; CorMedix’s
dependence on its collaborations and its license relationships; CorMedix’s ability to conduct planned or future research, including
the continued development of DefenCath and Neutrolin and of additional uses for taurolidine; and the ability to retain and hire necessary
personnel to staff our operations appropriately; CorMedix’s ability to maintain its listing on the Nasdaq Global Market; achieving
milestones under CorMedix’s collaborations; CorMedix’s dependence on preclinical and clinical investigators, preclinical and
clinical research organizations, manufacturers, sales and marketing organizations, and consultants; and protecting the intellectual property
developed by or licensed to CorMedix. We continue to assess to what extent the uncertainty surrounding the Coronavirus pandemic may impact
our business and operations. Please also see the discussion of risks and uncertainties under “Risk Factors” below, and contained
in the accompanying prospectus and otherwise incorporated by reference herein, and in our most recent annual report on Form 10-K as well
as any amendments thereto, as revised or supplemented by our subsequent quarterly reports on Form 10-Q, as filed with the SEC and which
are incorporated herein by reference.
In light of these assumptions,
risks and uncertainties, the results and events discussed in the forward-looking statements contained in this prospectus supplement or
in any document incorporated herein by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this prospectus supplement or the date of the document incorporated by reference in this
prospectus supplement. We expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by federal securities laws.
PROSPECTUS
SUMMARY
This summary highlights certain information
about us, the securities offered hereby and selected information contained elsewhere in or incorporated by reference into this prospectus.
This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in
our securities. For a more complete understanding of our company and the securities offered hereby, we encourage you to read and consider
carefully the more detailed information in this prospectus, including the information incorporated by reference into this prospectus,
and the information referred to under the heading “Risk Factors” in this prospectus beginning on page 5, and in the documents
incorporated by reference into this prospectus.
OUR COMPANY
Overview
We are a biopharmaceutical
company focused on developing and commercializing therapeutic products for the prevention and treatment of infectious and inflammatory
diseases.
Our primary focus is on the
development of our lead product candidate, DefenCath™, for potential commercialization in the United States (“U.S.”)
and other key markets. We have in-licensed the worldwide rights to develop and commercialize DefenCath/Neutrolin®, which is a novel
anti-infective solution (a formulation of taurolidine 13.5 mg/ml and heparin 1000 USP Units/ml) intended for the reduction and prevention
of catheter-related infections and thrombosis in patients requiring central venous catheters (“CVCs”) in clinical settings
such as hemodialysis, total parenteral nutrition and oncology. Infection and thrombosis represent key complications among hemodialysis,
total parenteral nutrition and cancer patients with CVCs. These complications can lead to treatment delays and increased costs to the
healthcare system when they occur due to hospitalizations, need for intravenous (“IV”) antibiotic treatment, long-term anticoagulation
therapy, removal/replacement of the CVC, related treatment costs and increased mortality. The name DefenCath is the U.S. proprietary name
conditionally approved by the U.S. Food and Drug Administration (“FDA”), while the name Neutrolin is currently used in the
European Union (“EU”) and other territories where the Company has received CE-Mark approval for the commercial distribution
of Neutrolin as a catheter lock solution (“CLS”) regulated as a medical device. In January 2015, the FDA designated DefenCath
as a Qualified Infectious Disease Product (“QIDP”) for prevention of catheter-related blood stream infections (“CRBSIs)
in patients with end stage renal disease receiving hemodialysis through a central venous catheter. Catheter-related blood stream infections
and clotting can be life-threatening. The QIDP designation provides five years of market exclusivity in addition to the five years granted
for a New Chemical Entity (“NCE”) upon approval of a New Drug Application (“NDA”). In addition, in January 2015,
the FDA granted Fast Track designation to DefenCath Catheter Lock Solution, a designation intended to facilitate development and expedite
review of drugs that treat serious and life-threatening conditions so that the approved drug can reach the market expeditiously. The Fast
Track designation of DefenCath provides the Company with the opportunity to meet with the FDA on a more frequent basis during the development
process, and also ensures eligibility to request priority review of the marketing application. In December 2015, the Company launched
its Phase 3 Prospective, Multicenter, Double-blind, Randomized, Active Control Study to Demonstrate Safety & Effectiveness of DefenCath/Neutrolin
in Preventing Catheter-related Bloodstream Infection in Subjects on Hemodialysis for End Stage Renal Disease (“LOCK-IT-100”),
in patients with hemodialysis catheters in the U.S. The clinical trial was designed to demonstrate the safety and effectiveness of DefenCath
compared to the standard of care CLS, Heparin, in preventing CRBSIs. The primary endpoint for the trial assessed the incidence of CRBSI
and time to CRBSI for each study subject. Secondary endpoints were catheter patency, which was defined as required use of tissue plasminogen
activating factor, or tPA, or removal of catheter due to dysfunction, and removal of catheter for any reason.
The FDA granted the Company’s
request for a rolling submission and review of the NDA which is designed to expedite the approval process for products being developed
to address an unmet medical need. Although the FDA usually requires two pivotal clinical trials to provide substantial evidence of safety
and effectiveness for approval of an NDA, the FDA will in some cases accept one adequate and well-controlled trial, where it is a large
multicenter trial with a broad range of subjects and investigation sites with procedures to include trial quality that has demonstrated
a clinically meaningful and statistically very persuasive effect on prevention of a disease with potentially serious outcome. In March
2020, the Company began the modular submission process for the NDA for DefenCath for the prevention of CRBSI in hemodialysis patients,
and in August 2020, the FDA accepted for filing the DefenCath NDA. The FDA also granted the Company’s request for priority review,
which provides for a six-month review period instead of the standard ten-month review period. As the Company announced in March 2021,
the FDA informed in its Complete Response Letter (“CRL”) to the Company that it cannot approve the NDA for DefenCath in its
present form. The FDA noted concerns at the third-party manufacturing facility after a review of records requested by the FDA and provided
by the contract manufacturer (“CMO”). Additionally, the FDA is requiring a manual extraction study to demonstrate that the
labeled volume can be consistently withdrawn from the vials despite an existing in-process control to demonstrate fill volume within specifications.
In April 2021, the Company and
the CMO met with the FDA to discuss proposed resolutions for the deficiencies identified in the CRL to the Company and the Post-Application
Action Letter received by the CMO from the FDA for the NDA for DefenCath. There was an agreed upon protocol for the manual extraction
study identified in the CRL, which now has been successfully completed. Addressing the FDA’s concerns regarding the qualification
of the filling operation necessitated adjustments in the process and generation of additional data on operating parameters for manufacture
of DefenCath. The Company and the CMO determined that additional process qualification is needed with subsequent validation to address
these issues. The FDA stated that the review timeline would be determined when the NDA resubmission is received and that it expected
all corrections to facility deficiencies to be complete at the time of resubmission so that all corrective actions may be verified during
an onsite evaluation of the manufacturing facility in the next review cycle, if the FDA determines it will do an onsite evaluation. The
Company and the CMO continue to work closely to ensure that the identified deficiencies are resolved prior to resubmission of the DefenCath
NDA.
Satisfactory resolution of
these issues is required for approval of the DefenCath NDA. If an onsite inspection is required, the Company may encounter delays in obtaining
FDA approval because the FDA is currently facing a backlog due to the Covid-19 pandemic. The FDA issued a guidance document on its plan
to use voluntary remote interactive evaluations at facilities, including for a pre-approval inspection to assess a marketing application.
The FDA will request the manufacturing facility to participate in a voluntary remote interactive evaluation, if the FDA believes it is
appropriate. A manufacturing facility cannot request the remote interaction. The FDA expects the use of remote interactive evaluations
should help the FDA operate within normal timeframes in spite of the Covid-19 pandemic.
Although we cannot fully anticipate changes in
reimbursement requirements and mechanisms in the coming years, we expect DefenCath would be eligible for and would obtain TDAPA. DefenCath
meets the criterion of being a new renal dialysis product used to treat or manage a condition associated with ESRD, since infections are
the second leading cause of death in patients with ESRD and CVCs are a significant risk factor for infection-associated mortality.
International
In the European Union, or EU, Neutrolin is regulated
as a Class 3 medical device. In July 2013, we received CE Mark approval for Neutrolin. In December 2013, we commercially launched Neutrolin
in Germany for the prevention of CRBSI, and maintenance of catheter patency in hemodialysis patients using a tunneled, cuffed central
venous catheter for vascular access. To date, Neutrolin is registered and may be sold in certain European Union and Middle Eastern countries
for such treatment.
In September 2014, the TUV-SUD and The Medicines
Evaluation Board of the Netherlands, or MEB, granted a label expansion for Neutrolin for these same expanded indications for the EU. In
December 2014, we received approval from the Hessian District President in Germany to expand the label to include use in oncology patients
receiving chemotherapy, IV hydration and IV medications via central venous catheters. The expansion also adds patients receiving medication
and IV fluids via central venous catheters in intensive or critical care units (cardiac care unit, surgical care unit, neonatal critical
care unit, and urgent care centers). An indication for use in total parenteral nutrition was also approved.
Additional Development Possibilities
In addition to developing the use of taurolidine
as a catheter lock solution, we are sponsoring a pre-clinical research collaboration for the use of taurolidine as a possible treatment
for rare pediatric tumors. In February 2018, the FDA granted orphan drug designation to taurolidine for the treatment of neuroblastoma
in children. We may seek one or more strategic partners or other sources of capital to help us develop and commercialize taurolidine for
the treatment of neuroblastoma in children. We are also evaluating opportunities for the possible expansion of taurolidine as a platform
compound for use in certain medical devices. Patent applications have been filed in several indications, including wound closure, surgical
meshes, and wound management. Based on initial feasibility work, we are advancing pre-clinical studies for taurolidine-infused surgical
meshes, suture materials and hydrogels. We will seek to establish development/commercial partnerships as these programs advance.
The FDA regards taurolidine as a new chemical entity
and therefore it is currently regulated as an unapproved new drug. We might in the future pursue product candidates that would involve
devices impregnated with taurolidine, and we believe that at the current time such products would be combination products subject to both
device premarket submission requirements and drug regulations. Consequently, given that there is no appropriate predicate medical device
currently marketed in the U.S. on which a 510(k) clearance process could be based and that taurolidine is not yet approved in any application,
we anticipate that we would be required to submit a premarket approval application, or PMA, for marketing authorization for any medical
device indications that we may pursue for devices containing taurolidine. In the event that an NDA for DefenCath is approved by the FDA,
the regulatory pathway for these medical device product candidates may be revisited with the FDA. Although there may be no appropriate
predicate, de novo Class II designation can be proposed, based on a risk assessment and a reasonable assurance of safety and effectiveness.
In December 2019, the novel coronavirus disease,
COVID-19, was identified in Wuhan, China. This virus has been declared a pandemic and has spread to multiple global regions. The outbreak
and government measures taken in response have also had a significant impact, both direct and indirect, on businesses and commerce, as
worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain
goods and services, such as medical services and supplies, has spiked, while demand for other goods and services, such as travel, has
fallen. In response to the COVID-19 outbreak, “shelter in place” orders and other public health guidance measures have been
implemented across much of the United States, Europe and Asia, including in the locations of our offices, clinical trial sites, key vendors
and partners. Such “shelter in place” orders were previously lifted, at least partially, in many locations. However, an increase
in the spread of COVID-19 and variants, which may reflect the spread of one or more successive waves of the virus, has led to the re-imposition
by many states of quarantine requirements for out-of-state travelers and may lead to the re-imposition of “shelter-in-place”
or other similar orders. Although several vaccines for prevention or mitigation of the severity of the virus have been granted Emergency
Use Authorization by the FDA and foreign regulatory authorities, the timely distribution and public acceptance thereof in reducing the
pandemic remain uncertain. Our clinical development program timelines may be negatively affected by COVID-19, which could materially and
adversely affect our business, financial condition and results of operations. Further, due to “shelter in place” orders and
other public health guidance measures, we have implemented a work-from-home policy for all staff members excluding those necessary to
maintain minimum basic operations. Our increased reliance on personnel working from home may negatively impact productivity, or disrupt,
delay or otherwise adversely impact our business.
Corporate History and Information
We were organized as a Delaware corporation on
July 28, 2006 under the name “Picton Holding Company, Inc.” and we changed our corporate name to “CorMedix Inc.”
on January 18, 2007. Our operations to date have been primarily limited to conducting clinical trials and establishing manufacturing for
our product candidates, licensing product candidates, business and financial planning, research and development, seeking regulatory approval
for our products, initial commercialization activities for DefenCath in the U.S. and Neutrolin in the EU and other foreign markets, and
maintaining and improving our patent portfolio.
Our executive offices are located at 300 Connell
Drive, Suite 4200, Berkeley Heights, NJ 07922. Our telephone number is (908) 517-9500. Our website address is www.cormedix.com. Information
contained in, or accessible through, our website does not constitute part of this prospectus.
Offerings Under This Prospectus
We may offer shares of our common stock and preferred
stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, up to an
indeterminate amount from time to time under this prospectus at prices and on terms to be determined by market conditions at the time
of any offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or
series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and
other important terms of the securities.
The prospectus supplement also may add, update
or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. However, no
prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered
and described in this prospectus at the time of its effectiveness.
This prospectus may not be used to consummate
a sale of any securities unless it is accompanied by a prospectus supplement.
We may sell the securities directly to investors
or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all or part
of any proposed purchase of securities. If we offer securities through agents or underwriters, we will include in the applicable prospectus
supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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Common Stock
We may issue shares of our common stock from time
to time. The holders of common stock are entitled to one vote per share on all matters to be voted upon by stockholders. Subject to preferences
that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably any dividends that
may be declared from time to time by our board of directors out of funds legally available for that purpose. In the event of our liquidation,
dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities,
subject to prior distribution rights of any preferred stock then outstanding.
Preferred Stock
We may issue shares of our preferred stock from
time to time, in one or more series. Our board of directors will determine the rights, preferences, privileges and restrictions of the
preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund
terms and the number of shares constituting any series or the designation of such series, without any further vote or action by stockholders.
Convertible preferred stock will be convertible into our common stock or exchangeable for our other securities. Conversion may be mandatory
or at your option or both and would be at prescribed conversion rates.
If we sell any series of preferred stock under
this prospectus and applicable prospectus supplements, we will fix the rights, preferences, privileges and restrictions of the preferred
stock of such series in the certificate of designation relating to that series. We will file as an exhibit to the registration statement
of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate
of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of
preferred stock. We urge you to read the applicable prospectus supplement related to the series of preferred stock being offered, as
well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Warrants
We may issue warrants for the purchase of common
stock, preferred stock and/or debt securities in one or more series. We may issue warrants independently or together with common stock,
preferred stock and/or debt securities, and the warrants may be attached to or separate from these securities. We will evidence each series
of warrants by warrant certificates that we will issue under a separate agreement. We may enter into warrant agreements with a bank or
trust company that we select to be our warrant agent. We will indicate the name and address of the warrant agent in the applicable prospectus
supplement relating to a particular series of warrants.
In this prospectus, we have summarized certain
general features of the warrants. We urge you, however, to read the applicable prospectus supplement related to the particular series
of warrants being offered, as well as the warrant agreements and warrant certificates that contain the terms of the warrants. We will
file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that
we file with the SEC, the form of warrant agreement or warrant certificate containing the terms of the warrants we are offering before
the issuance of the warrants.
Debt Securities
We may offer debt securities from time to time,
in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities
will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in
right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior indebtedness. Convertible
debt securities will be convertible into or exchangeable for our common stock or our other securities. Conversion may be mandatory or
at your option or both and would be at prescribed conversion rates.
With respect to any debt securities that we issue,
we will issue such debt securities under an indenture, which we would enter into with the trustee named in the indenture. The form of
indenture was filed as an exhibit to the registration statement of which this prospectus is a part and is incorporated herein by reference.
Any indenture would be qualified under the Trust Indenture Act of 1939.
Units
We may issue units consisting of common stock,
preferred stock, debt securities and/or warrants for the purchase of common stock, preferred stock and/or debt securities in one or more
series. In this prospectus, we have summarized certain general features of the units. We urge you, however, to read the applicable prospectus
supplement related to the series of units being offered, as well as the unit agreements that contain the terms of the units. We will file
as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference reports that we file with
the SEC, the form of unit agreement and any supplemental agreements that describe the terms of the series of units we are offering before
the issuance of the related series of units.
RISK
FACTORS
An investment in our securities involves a high degree of risk. You
should carefully consider the risks, uncertainties and assumptions discussed under the heading “risk factors” included in
our most recent annual report on Form 10-K, as revised or supplemented by our subsequent quarterly reports on Form 10-Q on file with the
SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports
we file with the SEC in the future. You should also consider the risks referred to above and all of the other information contained in
this prospectus and any accompanying prospectus supplement, and incorporated by reference into this prospectus and any accompanying prospectus
supplement, including our financial statements and related notes, before investing in our securities. If any of the possible events described
in those sections actually occur, our business, business prospects, cash flow, results of operations or financial condition could be harmed.
In this case, the trading price of our securities could decline, and you might lose all or part of your investment in our securities.
USE
OF PROCEEDS
We cannot assure you that we will receive any proceeds
in connection with securities offered by us pursuant to this prospectus. Unless otherwise provided in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of our securities by us under this prospectus for general corporate purposes, including
obtaining regulatory approval and commercialization of DefenCath™ in the U.S., research and development, and working capital and
general expenditures. We will set forth in the applicable prospectus supplement our intended use for the net proceeds received from the
sale of any securities by us. Pending the application of the net proceeds, we intend to invest a portion of the net proceeds generally
in short-term, investment grade, interest-bearing securities.
PLAN
OF DISTRIBUTION
We may sell the securities from time to time by
a variety of methods, including:
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on the Nasdaq Global Market or any other national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock or other securities may be listed or quoted at the time of sale;
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in privately negotiated transactions;
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in an exchange distribution in accordance with the rules of the applicable exchange;
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as settlement of short sales entered into after the date of the prospectus;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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through broker-dealers, who may act as agents or principals;
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through sales “at the market” to or through a market-maker;
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in a block trade, in which a broker-dealer will attempt to sell a block as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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through one or more underwriters on a firm commitment or best-efforts basis;
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directly to one or more purchasers;
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through agents;
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in options transactions;
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over the Internet;
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any other method permitted pursuant to applicable law; or
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in any combination of the above.
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In effecting sales, brokers or dealers engaged
by us may arrange for other brokers or dealers to participate. Broker-dealer transactions may include:
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purchases of the securities by a broker-dealer as principal and resales of the securities by the broker-dealer for its account pursuant to this prospectus;
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ordinary brokerage transactions; or
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transactions in which the broker-dealer solicits purchasers.
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We may sell the securities to or through underwriters
or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Each prospectus supplement will describe the method
of distribution of the securities and any applicable restrictions.
A prospectus supplement or supplements (and any
related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities,
including, to the extent applicable:
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the name or names of the underwriters, if any;
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the purchase price of the securities or other consideration therefor, and the proceeds, if any, we will receive from the sale;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed.
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Only underwriters named in the prospectus supplement
will be underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, they will
acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public
offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will
be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters
will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment
option. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time.
We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter,
the nature of any such relationship.
We may sell securities directly or through agents
we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions
we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit
offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe
the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification
against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or
underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services
for, us in the ordinary course of business.
All securities we may offer, other than common
stock, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but
will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of
the trading markets for any securities.
Any underwriter may engage in over-allotment, stabilizing
transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment
involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions
involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution
is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause
the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities
at any time.
Any underwriters that are qualified market makers
on the Nasdaq Global Market may engage in passive market making transactions in the common stock on the Nasdaq Global Market in accordance
with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of
offers or sales of the common stock. Passive market makers must comply with applicable volume and price limitations and must be identified
as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent
bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s
bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities
at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
DESCRIPTION
OF OUR CAPITAL STOCK
Common Stock
The following is a summary of certain provisions
of our capital stock. Such summary does not purport to be complete. You should refer to our Amended and Restated Certificate of Incorporation,
as amended, and our Second Amended and Restated Bylaws and each Certificate of Designation for our Series C-3, E and G preferred stock,
in each case, incorporated by reference as an exhibit to our most recent Form 10-K. The summary below is also qualified by provisions
of such documents and applicable law.
Pursuant to our Amended and Restated Certificate
of Incorporation, as amended, we are authorized to issue 160,000,000 shares of common stock, $0.001 par value per share. As of August
11, 2021, we had 38,086,437 shares of common stock outstanding.
The holders of our common stock are entitled to
one vote per share on all matters to be voted on by the stockholders, and there are no cumulative voting rights. Generally, all matters
to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes
entitled to be cast by all shares of common stock present in person or represented by proxy, subject to any voting rights granted to holders
of any preferred stock.
The holders of common stock are entitled to receive
ratable dividends, if any, payable in cash, in stock or otherwise if, as and when declared from time to time by our Board of Directors
out of funds legally available for the payment of dividends, subject to any preferential rights that may be applicable to any outstanding
preferred stock. In the event of a liquidation, dissolution, or winding up of our Company, after payment in full of all outstanding debts
and other liabilities, the holders of common stock are entitled to share ratably in all remaining assets, subject to prior distribution
rights of preferred stock, if any, then outstanding. No shares of common stock have preemptive rights or other subscription rights to
purchase additional shares of common stock. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding
shares of common stock are fully paid and nonassessable. The rights, preferences and privileges of holders of our common stock will be
subject to, and might be adversely affected by, the rights of holders of any preferred stock that we may issue in the future. All shares
of common stock that are acquired by us shall be available for reissuance by us at any time.
Issued and Outstanding Preferred Stock
Under the terms of our Amended and Restated Certificate
of Incorporation, as amended, our Board of Directors is authorized to issue up to 2,000,000 shares of preferred stock in one or more series
without stockholder approval. Our Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred
stock. As of August 11, 2021 of the 2,000,000 shares of preferred stock authorized, our Board of Directors has designated (all with
par value of $0.001 per share): 200,000 shares as Series C-3 Non-Voting Convertible Preferred Stock; 89,623 shares as Series E Convertible
Preferred Stock and 100,000 as Series G Convertible Preferred Stock. As of August 11, 2021, we had outstanding: 2,000 shares of Series
C-3 Non-Voting Convertible Preferred Stock; 89,623 shares of Series E Convertible Preferred Stock and 89,999 shares of Series G Convertible
Preferred Stock.
Series C-3 Non-Voting Convertible Preferred Stock
The Series C-3 Preferred Stock has the rights,
privileges and terms described below.
Rank. The Series C-3 Preferred Stock will
rank:
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senior to our common stock;
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senior to any class or series of capital stock created after the issuance of the Series C-3 Preferred Stock; and
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junior to the Series E Convertible Preferred Stock, in each case, as to dividends or distributions of assets upon our liquidation, dissolution or winding up whether voluntarily or involuntarily.
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Conversion. Each share of Series C-3 Preferred
Stock is convertible into 2 shares of our common stock (subject to adjustment in the event of stock dividends and distributions, stock
splits, stock combinations, or reclassifications affecting our common stock) at a per share price of $5.00 at any time at the option of
the holder, except that a holder will be prohibited from converting shares of Series C-3 Preferred Stock into shares of common stock if,
as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number
of shares of our common stock then issued and outstanding.
Liquidation Preference. In the event of
our liquidation, dissolution or winding up, holders of Series C-3 Preferred Stock will receive a payment equal to $10.00 per share of
Series C-3 Preferred Stock before any proceeds are distributed to the holders of our common stock. After the payment of this preferential
amount, and subject to the rights of holders of any class or series of our capital stock hereafter created specifically ranking by its
terms senior to the Series C-3 Preferred Stock, holders of Series C-3 Preferred Stock will participate ratably in the distribution of
any remaining assets with the common stock and any other class or series of our capital stock hereafter created that participates with
the common stock in such distributions.
Voting Rights. Shares of Series C-3 Preferred
Stock will generally have no voting rights, except as required by law and except that the consent of holders of two thirds of the outstanding
Series C-3 Preferred Stock will be required to amend the terms of the Series C-3 Preferred Stock or the certificate of designation for
the Series C-3 Preferred Stock.
Dividends. Holders of Series C-3 Preferred
Stock are entitled to receive, and we are required to pay, dividends on shares of the Series C-3 Preferred Stock equal (on an as-if-converted-to-common-stock
basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock
when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock.
Redemption. We are not obligated to redeem
or repurchase any shares of Series C-3 Preferred Stock. Shares of Series C-3 Preferred Stock are not otherwise entitled to any redemption
rights, or mandatory sinking fund or analogous fund provisions.
Listing. There is no established public
trading market for the Series C-3 Preferred Stock, and we do not expect a market to develop. In addition, we do not intend to apply for
listing of the Series C-3 Preferred Stock on any national securities exchange or trading system.
Fundamental Transactions. If, at any time
that shares of Series C-3 Preferred Stock are outstanding, we effect a merger or other change of control transaction, as described in
the certificate of designation and referred to as a fundamental transaction, then a holder will have the right to receive, upon any subsequent
conversion of a share of Series C-3 Preferred Stock (in lieu of conversion shares) for each issuable conversion share, the same kind and
amount of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction
if such holder had been, immediately prior to such fundamental transaction, the holder of a share of common stock.
Series E Convertible Preferred Stock
Rank. The Series E Preferred Stock will
rank:
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senior to our common stock;
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senior to the Series C-3 Non-Voting Convertible Preferred Stock;
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on parity with the Series G Convertible Preferred Stock; and
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senior to any class or series of capital stock created after the issuance of the Series E
Preferred Stock, in each case, as to dividends or distributions
of assets upon our liquidation, dissolution or winding up whether voluntarily or involuntarily.
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Conversion. Each share of Series E Preferred
Stock is convertible into 4.3733 shares of our common stock (subject to adjustment as provided in the certificates of designation for
the Series E Preferred Stock) at a per share price of $3.75 at any time at the option of the holder, except that a holder will be prohibited
from converting shares of Series E Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together
with its affiliates, would beneficially own more than 4.99% of the total number of shares of our common stock then issued and outstanding.
Liquidation Preference. In the event of
our liquidation, dissolution or winding up, holders of Series E Preferred Stock will receive a payment equal to $49.20 per share of Series
E Preferred Stock on parity with the payment of the liquidation preference due the Series G Preferred Stock, but before any proceeds are
distributed to the holders of common stock, and the Series C-3 Preferred Stock. After the payment of this preferential amount, holders
of Series E Preferred Stock will participate ratably in the distribution of any remaining assets with the common stock and any other class
or series of our capital stock that participates with the common stock in such distributions.
Voting Rights. Shares of Series E Preferred
Stock are entitled to vote on an as-converted basis, based upon an assumed conversion price of $7.93.
Dividends. Holders of Series E Preferred
Stock are entitled to receive, and we are required to pay, dividends on shares of the Series E Preferred Stock equal (on an as-if-converted-to-common-stock
basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock
when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock.
Redemption. We are not obligated to redeem
or repurchase any shares of Series E Preferred Stock. Shares of Series E Preferred Stock are not otherwise entitled to any redemption
rights, or mandatory sinking fund or analogous fund provisions.
Listing. There is no established public
trading market for the Series E Preferred Stock, and we do not expect a market to develop. In addition, we do not intend to apply for
listing of the Series E Preferred Stock on any national securities exchange or trading system.
Fundamental Transactions. If, at any time
that shares of Series E Preferred Stock are outstanding, we effect a merger or other change of control transaction, as described in the
certificate of designation and referred to as a fundamental transaction, then a holder will have the right to receive, upon any subsequent
conversion of a share of Series E Preferred Stock (in lieu of conversion shares) for each issuable conversion share, the same kind and
amount of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction
if such holder had been, immediately prior to such fundamental transaction, the holder of a share of common stock.
Debt Restriction. As long as any of the
Series E Preferred Stock is outstanding, we cannot create, incur, guarantee, assume or suffer to exist any indebtedness, other than (i)
trade payables incurred in the ordinary course of business consistent with past practice, and (ii) up to $10 million aggregate principal
amount of indebtedness with a maturity less than twelve months outstanding at any time, which amount may include up to $5 million of letters
of credit outstanding at any time.
Other Covenants. In addition to the debt
restrictions above, as long as any the Series E Preferred Stock is outstanding , we cannot, among others things: create, incur, assume
or suffer to exist any encumbrances on any of our assets or property; redeem, repurchase or pay any cash dividend or distribution on any
of our capital stock (other than as permitted, which includes the dividends on the Series E Preferred Stock and Series G Preferred Stock);
redeem, repurchase or prepay any indebtedness (other than as permitted); or engage in any material line of business substantially different
from our current lines of business.
Purchase Rights. In the event we issue any
options, convertible securities or rights to purchase stock or other securities pro rata to the holders of common stock, then a holder
of Series E Preferred Stock will be entitled to acquire, upon the same terms a pro rata amount of such stock or securities as if the Series
E Preferred Stock had been converted to common stock.
Series G Convertible Preferred Stock
Rank. The Series G Preferred Stock will
rank:
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senior to our common stock;
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senior to any class or series of capital stock created after the issuance of the Series G Preferred Stock;
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junior to the Series C-3 Non-Voting Convertible Preferred Stock, pending the consent of the holders of such series to the subordination thereof; and
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on parity with the Series E Convertible Preferred Stock, in each case, as to dividends or distributions
of assets upon our liquidation, dissolution or winding up whether voluntarily or involuntarily.
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Conversion. Each share of Series G Preferred
Stock is convertible into approximately 55.5978 shares of our common stock (subject to adjustment as provided in the certificate of designation
for the Series G Preferred Stock) at a per share price of $3.37 at any time at the option of the holder, except that a holder will be
prohibited from converting shares of Series G Preferred Stock into shares of common stock if, as a result of such conversion, such holder,
together with its affiliates, would beneficially own more than 4.99% of the total number of shares of our common stock then issued and
outstanding.
Liquidation Preference. In the event of
our liquidation, dissolution or winding up, holders of Series E Preferred Stock will receive a payment equal to $187.36452 per share of
Series G Preferred Stock on parity with the payment of the liquidation preference due the Series E Preferred Stock, but before any proceeds
are distributed to the holders of Series C-3 Preferred Stock (pending the consent of the holders of such series to the subordination thereof)
and after any proceeds are distributed to the holders of common stock. After the payment of this preferential amount, holders of Series
G Preferred Stock will participate ratably in the distribution of any remaining assets with the common stock and any other class or series
of our capital stock that participates with the common stock in such distributions.
Voting Rights. Shares of Series G Preferred
Stock are entitled to vote on an as-converted basis, based upon an assumed conversion price of $7.93.
Dividends. Holders of Series G Preferred
Stock are entitled to receive, and we are required to pay, dividends on shares of the Series G Preferred Stock equal (on an as-if-converted-to-common-stock
basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock
when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock.
Redemption. We are not obligated to redeem
or repurchase any shares of Series G Preferred Stock. Shares of Series G Preferred Stock are not otherwise entitled to any redemption
rights, or mandatory sinking fund or analogous fund provisions.
Listing. There is no established public
trading market for the Series G Preferred Stock, and we do not expect a market to develop. In addition, we do not intend to apply for
listing of the Series G Preferred Stock on any national securities exchange or trading system.
Fundamental Transactions. If, at any time
that shares of Series G Preferred Stock are outstanding, we effect a merger or other change of control transaction, as described in the
certificate of designation and referred to as a fundamental transaction, then a holder will have the right to receive, upon any subsequent
conversion of a share of Series G Preferred Stock (in lieu of conversion shares) for each issuable conversion share, the same kind and
amount of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction
if such holder had been, immediately prior to such fundamental transaction, the holder of a share of common stock.
Debt Restriction. As long as any of the
Series G Preferred Stock is outstanding, we cannot create, incur, guarantee, assume or suffer to exist any indebtedness, other than (i)
trade payables incurred in the ordinary course of business consistent with past practice, and (ii) up to $10 million aggregate principal
amount of indebtedness with a maturity less than twelve months outstanding at any time, which amount may include up to $5 million of letters
of credit outstanding at any time.
Other Covenants. In addition to the debt
restrictions above, as long as any the Series G Preferred Stock is outstanding, we cannot, among others things: create, incur, assume
or suffer to exist any encumbrances on any of our assets or property; redeem, repurchase or pay any cash dividend or distribution on any
of our capital stock (other than as permitted, which includes the dividends on the Series E Preferred Stock and the Series G Preferred
Stock); redeem, repurchase or prepay any indebtedness (other than as permitted); or engage in any material line of business substantially
different from our current lines of business.
Purchase Rights. In the event we issue any
options, convertible securities or rights to purchase stock or other securities pro rata to the holders of common stock, then a holder
of Series G Preferred Stock will be entitled to acquire, upon the same terms a pro rata amount of such stock or securities as if the Series
G Preferred Stock had been converted to common stock.
Transfer Agent and Registrar
We act as our own transfer agent and registrar
for the Series C-3, E and G Preferred Stock.
Description of Preferred Stock That May Be Offered
Our board of directors has the authority, without
further action by the stockholders, to issue up to 2,000,000 shares of preferred stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences,
sinking fund terms and the number of shares constituting any series or the designation of such series, without any further vote or action
by our stockholders. The shares of preferred stock outstanding are described above. The issuance of new or additional preferred stock
could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments
and payments upon liquidation and could have the effect of delaying, deferring or preventing a change in control of our company.
We will fix the rights, preferences, privileges
and restrictions of any new series of preferred stock in the certificate of designation relating to that series. We will file as an exhibit
to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the
SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance
of the related series of preferred stock. This description will include any or all of the following, as required:
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the title and stated value;
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the number of shares we are offering;
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the liquidation preference per share;
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the dividend rate, period and payment date and method of calculation for dividends;
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period;
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;
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voting rights, if any, of the preferred stock;
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preemptive rights, if any;
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restrictions on transfer, sale or other assignment, if any;
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whether interests in the preferred stock will be represented by depositary shares;
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a discussion of any material or special United States federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
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any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
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If we issue shares of preferred stock under this
prospectus, the shares will be fully paid and non-assessable.
The General Corporation Law of the State of Delaware,
the state of our incorporation, provides that the holders of preferred stock will have the right to vote separately as a class on any
proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights
that may be provided for in the applicable certificate of designation.
Our board of directors may authorize the issuance
of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our
common stock. Preferred stock could be issued quickly with terms designed to delay or prevent a change in control of our company or make
removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price
of our common stock.
Certain
Anti-Takeover Provisions of Delaware Law and of Our Amended and Restated Certificate of Incorporation and Second Amended and Restated
Bylaws
Certain provisions of the Delaware General Corporation
Law (the “DGCL”) and our Amended and Restated Certificate of Incorporation, as amended, and our Second Amended and Restated
Bylaws discussed below may have the effect of making more difficult or discouraging a tender offer, proxy contest or other takeover attempt.
These provisions are expected to encourage persons seeking to acquire control of our Company to first negotiate with our Board of Directors.
We believe that the benefits of increasing our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire
or restructure our Company outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result
in an improvement of their terms.
Delaware Anti-takeover Law
We are subject to Section 203 of the DGCL, an anti-takeover
law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with
an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless:
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the Board of Directors approves the transaction in which the stockholder became an interested stockholder prior to the date the interested stockholder attained that status;
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when the stockholder became an interested stockholder, he or she owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and certain shares owned by employee benefits plans; or
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on or subsequent to the date the business combination is approved by the Board of Directors, the business combination is authorized by the affirmative vote of at least 66 2/3% of the voting stock of the corporation at an annual or special meeting of stockholders.
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Generally, a “business combination”
includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally,
an “interested stockholder” is a person who, together with affiliates and associates, owns, or is an affiliate or associate
of the corporation and within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s
voting stock.
The existence of Section 203 of the DGCL would
be expected to have an anti-takeover effect with respect to transactions not approved in advance by our Board of Directors, including
discouraging attempts that might result in a premium over the market price for the shares of our common stock.
Charter Documents
Our Amended and Restated Certificate of Incorporation,
as amended, and Second Amended and Restated Bylaws include a number of provisions that may have the effect of deterring hostile takeovers
or delaying or preventing changes in control or management of our Company. First, our Second Amended and Restated Bylaws limit who may
call special meetings of the stockholders, such meetings may only be called by the chairman of the Board of Directors, the chief executive
officer, the Board of Directors or holders of an aggregate of at least 15% of our outstanding entitled to vote. Second, our Amended and
Restated Certificate of Incorporation does not include a provision for cumulative voting for directors. Under cumulative voting, a minority
stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors. Third, our
Second Amended and Restated Bylaws provide that the number of directors on our Board of Directors, which may range from five to nine directors,
shall be exclusively fixed by our Board of Directors, which has set the number of directors at seven. Fourth, newly created directorships
resulting from any increase in our authorized number of directors and any vacancies in our Board of Directors resulting from death, resignation,
retirement, disqualification or other cause (including removal from office by a vote of the shareholders) will be filled by a majority
of our Board of Directors then in office. Finally, our Second Amended and Restated Bylaws establish procedures, including 90-day advance
notice requirement, with regard to the nomination of candidates for election as directors and stockholder proposals. These and other provisions
of our Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws and Delaware law could discourage potential
acquisition proposals and could delay or prevent a change in control or management of our Company.
DESCRIPTION
OF DEBT SECURITIES
The following description, together with the additional
information we include in any applicable prospectus supplement, summarizes the material terms and provisions of any debt securities that
we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securities we may
offer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement.
The terms of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities
that we may offer, an indenture (and any relevant supplemental indenture), if required, will contain additional important terms and provisions,
the form of which we filed as an exhibit to the registration statement of which this prospectus is a part and is incorporated therein
by reference. We will file any definitive indenture as an exhibit to reports that we file with the SEC and incorporate by reference in
this prospectus and the applicable prospectus supplement. Any indenture would be qualified under the Trust Indenture Act of 1939.
With respect to any debt securities that we issue,
we will describe in each prospectus supplement the following terms relating to a series of debt securities:
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the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;
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any limit on the amount that may be issued;
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whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be;
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the principal amount due at maturity;
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whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;
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the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
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whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion;
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whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt;
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the terms of the subordination of any series of subordinated debt;
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the place where payments will be payable;
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restrictions on transfer, sale or other assignment, if any;
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our right, if any, to defer payment or interest and the maximum length of any such deferral period;
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the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemptions provisions;
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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
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whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
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whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business;
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a discussion of any material or special United States federal income tax considerations applicable to the debt securities;
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information describing any book-entry features;
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any provisions for payment of additional amounts for taxes;
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whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
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whether we and/or the indenture trustee may change an indenture without the consent of any holders;
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the form of debt security and how it may be exchanged and transferred;
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description of the indenture trustee and paying agent, and the method of payments; and
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any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations.
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We summarize below the material terms of the form
of indenture, if required, or indicate which material terms will be described in the applicable prospectus supplement. The indenture:
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does not limit the amount of debt securities that we may issue;
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allows us to issue debt securities in one or more series;
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does not require us to issue all of the debt securities of a series at the same time;
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allows us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series; and
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provides that the debt securities will be unsecured, except as may be set forth in the applicable prospectus supplement.
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DESCRIPTION OF WARRANTS
The following description, together with the additional
information we may include in any applicable prospectus supplement, summarizes the material terms and provisions of any warrants that
we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will
apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the
applicable prospectus supplement. The terms of any warrants offered under a prospectus supplement may differ from the terms described
below. With respect to any warrants that we offer, specific warrant agreements will contain additional important terms and provisions
and will be incorporated by reference as an exhibit to the registration statement that includes this prospectus or as an exhibit to reports
that we file with the SEC and incorporated by reference in this prospectus:
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the specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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if applicable, the exercise price for shares of our common stock or preferred stock and the number of shares of common stock or preferred stock to be received upon exercise of the warrants;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
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the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;
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any applicable material U.S. federal income tax consequences;
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the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;
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the proposed listing, if any, of the warrants or the common stock issuable upon exercise of the warrants on any securities exchange;
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if applicable, the date from and after which the warrants and the common stock will be separately transferable;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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the anti-dilution provisions of the warrants, if any;
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any redemption or call provisions;
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whether the warrants are to be sold separately or with other securities as parts of units; and
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Before exercising their warrants, holders of warrants
will not have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
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Transfer Agent and Registrar
The transfer agent and registrar for any warrants
will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
We might issue units composed of one or more debt
securities, shares of common stock, shares of preferred stock and warrants in any combination. Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the
unit may not be held or transferred separately, at any time or at any time before a specified date. We will file as exhibits to the registration
statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of unit
agreement, warrant and any supplemental agreements that describe the terms of the series of units we are offering before the issuance
of the related series of units.
We may choose to evidence each series of units
by unit certificates that we would issue under a separate agreement. If we choose to evidence the units by unit certificates, we will
enter into the unit agreements with a unit agent and will indicate the name and address of the unit agent in the applicable prospectus
supplement relating to the particular series of units.
LEGAL
MATTERS
Certain legal matters with respect to the securities
offered hereby have been passed upon by Morgan, Lewis & Bockius LLP, New York, New York.
EXPERTS
The consolidated balance sheets of CorMedix Inc. as
of December 31, 2020 and 2019 and the related consolidated statements of operations and comprehensive income (loss), stockholders’
equity, and cash flows for each of the years in the two-year period ended December 31, 2020, have been incorporated herein by reference
in reliance on the report of Friedman LLP, independent registered public accounting firm, given upon their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are required to file annual and quarterly reports,
current reports, proxy statements, and other information with the SEC. We make these documents publicly available, free of charge, on
our website at www.cormedix.com as soon as reasonably practicable after filing such documents with the SEC. Any requests for this information
should be made by calling or sending a letter to the Secretary of the Company, c/o CorMedix Inc., at our office located at 300 Connell
Drive, Suite 4200, Berkeley Heights, NJ 07922.
SEC filings are also available at the SEC’s
web site at http://www.sec.gov. Our common stock is listed on the Nasdaq Global Market, and you can read and inspect our filings at the
offices of the Nasdaq Global Market at 151 W. 42nd Street, New York, NY 10036.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to
those other documents. The information incorporated by reference is an important part of this prospectus and any applicable accompanying
prospectus supplement, and information that we file later with the SEC will automatically update and supersede this information. We filed
a registration statement on Form S-3 under the Securities Act of 1933, as amended, with the SEC with respect to the securities being
offered pursuant to this prospectus and any applicable accompanying prospectus supplement. This prospectus omits certain information
contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits,
for further information about us and the securities being offered pursuant to this prospectus and any applicable accompanying prospectus
supplement. Statements in this prospectus and any applicable accompanying prospectus supplement regarding the provisions of certain documents
filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified
in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference
or the exhibits, may be obtained as described above in “Where You Can Find More Information.” The documents we are incorporating
by reference into this prospectus are:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC pursuant to Section 13 of the Exchange Act on March 30, 2021;
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our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 13, 2021 and for the quarter ended June 30, 2021, filed with the SEC on August 12, 2021;
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the description of our capital stock contained in Exhibit 4.5 to our Annual Report on Form 10-K filed with the SEC on March 30, 2021, including any amendment or report filed for the purpose of updating such description; and
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all of the filings pursuant to the Exchange Act after the date of the filing of the registration statement and prior to the effectiveness of the registration statement.
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In addition, all documents subsequently filed by
us after the date of the initial registration statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before
the date our offering is terminated or completed are deemed to be incorporated by reference into, and to be a part of, this prospectus.
Any statement contained in this prospectus and
any applicable prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this prospectus and
any applicable prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus and any prospectus supplement
to the extent that a statement contained in this prospectus and any applicable prospectus supplement or any other subsequently filed document
that is deemed to be incorporated by reference into this prospectus and any applicable prospectus supplement modifies or supersedes the
statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus and any applicable prospectus supplement.
We will furnish without charge to you, on written
or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct
any requests for documents to CorMedix, Inc., Attention: Secretary, 300 Connell Drive, Suite 4200, Berkeley Heights, New Jersey 07922,
(908) 517-9500.
You should rely only on information contained in,
or incorporated by reference into, this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide
you with information different from that contained in this prospectus and any applicable prospectus supplement or incorporated by reference
in this prospectus and any applicable prospectus supplement. We are not making offers to sell the securities in any jurisdiction in which
such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or
to anyone to whom it is unlawful to make such offer or solicitation.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution.
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We estimate that expenses payable by us in connection
with the offering described in this registration statement will be as follows:
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SEC registration fee
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$
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16,365
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Legal fees and expenses
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50,000
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Accounting fees and expenses
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15,000
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*
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Printing expenses
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10,000
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*
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Miscellaneous
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34,590
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*
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Total
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125,955
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*
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*
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Estimated as permitted under Item
511 of Regulation S-K.
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Item 15.
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Indemnification of Directors and Officers.
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Section 145 of the DGCL permits a corporation,
under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation,
if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct
was unlawful. In a derivative action, that is one by or in the right of the corporation, indemnification may be made only for expenses
actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action
or suit, and only with respect to a matter as to which they will have acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no indemnification will be made if such person will have been
adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought will determine
upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Pursuant to the DGCL, our Amended and Restated
Certificate of Incorporation, as amended provides that no director will be personally liable to our company or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to
our company or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit.
Our Second Amended and Restated Bylaws provide that we will generally indemnify our directors, officers, employees or agents to the fullest
extent permitted by the law against all losses, claims, damages or similar events. We have obtained liability insurance for each director
and officer for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers
of our Company.
(a) The following exhibits are filed as part of
this Registration Statement:
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Exhibit Number
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Description of Document
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Registrant’s Form
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Dated
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Exhibit Number
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Filed Herewith
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3.1
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Form of Amended and Restated Certificate of Incorporation.
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S-1/A
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3/01/2010
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3.3
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3.2
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Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated February 24, 2010.
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S-1/A
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3/19/2010
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3.5
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3.3
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Second Amended and Restated Bylaws as amended October 8, 2020.
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8-K
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10/14/2020
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3.1
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3.4
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Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated December 3, 2012.
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10-K
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3/27/2013
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3.3
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3.5
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Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated August 9, 2017.
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8-K
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8/10/2017
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3.1
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3.6
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Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated March 25, 2019
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8-K
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3/25/2019
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3.1
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3.7
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Amended and Restated Certificate of Designation of Series C-3 Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 15, 2014.
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8-K
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9/16/2014
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3.16
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3.8
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Second Amended and Restated Certificate of Designation of Series E Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 5, 2019.
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8-K
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9/11/2019
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3.18
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3.9
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Certificate of Designation of Series G Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 5, 2019.
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8-K
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9/11/2019
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3.18
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4.1
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Specimen of Common Stock Certificate.
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S-1/A
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3/19/2010
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4.1
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4.2
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Form of Warrant issued on January 8, 2014.
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8-K
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1/09/2014
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4.23
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4.3
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Form of Series B Warrant to Purchase Common Stock of CorMedix Inc. issued on May 3, 2017.
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8-K
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5/03/2017
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4.2
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4.4
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Form of Underwriter’s Warrant to Purchase Common Stock of CorMedix Inc., issued May 3, 2017.
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8-K
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5/03/2017
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4.3
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4.5
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Form of Warrant issued on November 16, 2017.
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8-K
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11/13/2017
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4.15
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4.6
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Form of Indenture.
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S-3
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3/09/2018
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4.16
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4.7*
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Form of Note.
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4.8*
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Form of Common Stock Warrant Agreement and Warrant Certificate.
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4.9*
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Form of Preferred Stock Warrant Agreement and Warrant Certificate.
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4.10*
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Form of Debt Securities Warrant Agreement and Warrant Certificate.
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4.11*
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Form of Unit Agreement.
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5.1
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Opinion of Morgan, Lewis & Bockius LLP.
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x
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23.1
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Consent of Friedman LLP, Independent Registered Accounting Firm
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x
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23.3
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Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1).
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x
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24.1
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Power of Attorney (included in the signature page hereto).
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x
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25.1**
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Form T-1 Statement of Eligibility of Trustee
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*
|
To be filed by amendment or as
an exhibit to a Current Report on Form 8-K and incorporated herein by reference, if applicable.
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**
|
To be filed in accordance with
Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
|
(b) Financial statement schedule.
None.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii)
above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by Registrant pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the Registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date.
(5) That, for the purpose of determining liability
of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned Registrant undertakes that in a
primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
(i) Any preliminary prospectus or prospectus of
the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of
the undersigned Registrant; and
(iv) Any other communication that is an offer in
the offering made by the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes
that:
(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2) For the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(e) The undersigned Registrant hereby undertakes
to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310
of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2)
of the Act.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Berkeley Heights, State of New Jersey, on August 12, 2021.
|
|
CORMEDIX INC.
|
|
|
|
|
|
|
By:
|
/s/ Khoso Baluch
|
|
|
|
Khoso Baluch
|
|
|
|
Chief Executive Officer
|
POWER OF ATTORNEY
We, the undersigned officers and directors of CorMedix
Inc., do hereby constitute and appoint Khoso Baluch and Matthew David, or either of them, our true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and any and all additional registration statements pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing requisite are necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
|
|
/s/ Khoso Baluch
|
|
Director and Chief Executive Officer
|
|
August 12, 2021
|
|
Khoso Baluch
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Matthew David
|
|
Chief Financial Officer
|
|
August 12, 2021
|
|
Matthew David
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Janet Dillione
|
|
Director
|
|
August 12, 2021
|
|
Janet Dillione
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Myron Kaplan
|
|
Director
|
|
August 12, 2021
|
|
Myron Kaplan
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Alan W. Dunton
|
|
Director
|
|
August 12, 2021
|
|
Alan W. Dunton
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Steven Lefkowitz
|
|
Director
|
|
August 12, 2021
|
|
Steven Lefkowitz
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Paulo F. Costa
|
|
Director
|
|
August 12, 2021
|
|
Paulo F. Costa
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Greg Duncan
|
|
Director
|
|
August 12, 2021
|
|
Greg Duncan
|
|
|
|
|
II-5
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