CorMedix Inc. — Annual Report 2018

May 29, 2019

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 10-K/A

(Amendment No. 1)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2018

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to _______

Commission file number: 001-34673

CORMEDIX INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	20-5894890
(State
or Other Jurisdiction ofIncorporation or Organization)	(I.R.S.
EmployerIdentification No.)

| 400
Connell Drive, Suite 5000, Berkeley Heights, NJ | 07922 |
| --- | --- |
| (Address
of Principal Executive Offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (908) 517-9500

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Name of
each exchange on which registered |
| --- | --- |
| Common
Stock, $0.001 Par Value | NYSE
American LLC |

Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

| Large
accelerated filer ☐ | Accelerated
filer ☐ |
| --- | --- |
| Non-accelerated
filer ☒ | Smaller
reporting company ☒ |

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s voting common equity held by non-affiliates of the registrant, based upon the closing price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter was approximately $19.2 million. Solely for the purpose of this calculation, shares held by directors and executive officers of the registrant have been excluded.

The number of outstanding shares of the registrant’s common stock was 119,014,093 as of March 12, 2019.

DOCUMENTS INCORPORATED BY REFERENCE

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Explanatory Note

The purpose of the Amendment No. 1 on Form 10–K/A to CorMedix Inc.’s annual report of Form 10–K for the period ended December 31, 2018, filed with the Securities and Exchange Commission on March 14, 2019 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.

No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.

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PART IV

Item 15.

Exhibits, Financial Statement Schedules

1.

Exhibit Index

The following is a list of exhibits filed as part of this Form 10-K:

| Exhibit Number | Description
of Document | Registrant’s Form | Dated | Exhibit
Number |
| --- | --- | --- | --- | --- |
| 1.1 | At-the-Market
Issuance Sales Agreement, dated March 9, 2018, between CorMedix
Inc. and B. Riley FBR, Inc.. | S-3 | 3/09/2018 | 1.1 |
| 3 .1 | Form of Amended and
Restated Certificate of Incorporation. | S-1/A | 3/01/2010 | 3.3 |
| 3.2 | Certificate of
Amendment to Amended and Restated Certificate of Incorporation,
dated February 24, 2010. | S-1/A | 3/19/2010 | 3.5 |
| 3.3 | Form of Amended and
Restated Bylaws as amended April 19, 2016. | 10-Q | 5/10/2016 | 3.1 |
| 3.4 | Certificate of
Amendment to Amended and Restated Certificate of Incorporation,
dated December 3, 2012. | 10-K | 3/27/2013 | 3.3 |
| 3.5 | Certificate of
Amendment to Amended and Restated Certificate of Incorporation,
dated August 9, 2017. | 8-K | 8/10/2017 | 3.1 |
| 3.6 | Certificate of
Designation of Series A Non-Voting Convertible Preferred Stock of
CorMedix Inc., filed with the Delaware Secretary of State on
February 18, 2013, as corrected on February 19, 2013. | 8-K | 2/19/2013 | 3.3 |
| 3.7 | Certificate of
Designation of Series B Non-Voting Convertible Preferred Stock of
CorMedix Inc., filed with the Delaware Secretary of State on July
26, 2013. | 8-K | 7/26/2013 | 3.4 |
| 3.8 | Certificate of
Designation of Series C-1 Non-Voting Convertible Preferred Stock of
CorMedix Inc., filed with the Delaware Secretary of State on
October 21, 2013. | 8-K | 10/23/2013 | 3.5 |
| 3 .9 | Amended and
Restated Certificate of Designation of Series C-2 Non-Voting
Convertible Preferred Stock of CorMedix Inc., filed with the
Delaware Secretary of State on September 15, 2014. | 8-K | 9/16/2014 | 3.15 |
| 3.10 | 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. | 8-K | 9/16/2014 | 3.16 |
| 3.11 | Amended and
Restated Certificate of Designation of Series D Non-Voting
Convertible Preferred Stock of CorMedix Inc., filed with the
Delaware Secretary of State on September 15, 2014. | 8-K | 9/16/2014 | 3.17 |

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| Exhibit Number | Description
of Document | Registrant’s Form | Dated | Exhibit
Number |
| --- | --- | --- | --- | --- |
| 3.12 | Amended and
Restated Certificate of Designation of Series E Non-Voting
Convertible Preferred Stock of CorMedix Inc., filed with the
Delaware Secretary of State on September 15, 2014. | 8-K | 9/16/2014 | 3.18 |
| 3 .13 | Amended and
Restated Certificate of Designation of Series F Non-Voting
Convertible Preferred Stock of CorMedix Inc., filed with the
Delaware Secretary of State on December 11, 2017. | 8-K | 12/11/2017 | 3.1 |
| 4.1 | Specimen of Common
Stock Certificate. | S-1/A | 3/19/2010 | 4.1 |
| 4.2 | Form of Warrant
issued on February 19, 2013. | 8-K | 2/19/2013 | 4.13 |
| 4 .3 | Form of Second
Amended Restated Warrant originally issued on October 22,
2013. | 8-K | 1/3/2019 | 4.2 |
| 4.4 | Form of Warrant
issued on January 8, 2014. | 8-K | 1/09/2014 | 4.23 |
| 4.5 | Form of Warrant
issued on March 10, 2014. | 8-K | 03/05/2014 | 4.24 |
| 4.6 | Warrant issued
March 3, 2015. | 8-K | 03/04/2015 | 4.1 |
| 4.7 | Amended and
Restated Warrant originally issued March 24,
2010. | 8-K | 03/04/2015 | 4.3 |
| 4.8 | Third Amended and
Restated Warrant originally issued May 30,
2013. | 8-K | 01/03/2019 | 4.3 |
| 4.9 | Registration Rights
Agreement, dated March 3, 2015, by and between CorMedix Inc. and
Manchester Securities Corp. | 8-K | 03/04/2015 | 4.5 |
| 4.10 | Form
of Series B Warrant to Purchase Common Stock of CorMedix Inc.
issued on May 3, 2017. | 8-K | 05/03/2017 | 4.2 |
| 4.11 | Form
of Underwriter’s Warrant to Purchase Common Stock of CorMedix
Inc., issued May 3, 2017. | 8-K | 05/03/2017 | 4.3 |
| 4.12 | Form
of Warrant issued on November 16, 2017. | 8-K | 11/13/2017 | 4.15 |
| 4.13 | Form of Warrant issued
on December 31, 2018 | 8-K | 1/03/2019 | 4.1 |
| 4.14 | Senior Secured
Convertible Note issued December 31, 2018. | 8-K | 1/03/2019 | 4.4 |
| 10.1 * | License and
Assignment Agreement, dated as of January 30, 2008, between the
Company and ND Partners LLC. | S-1/A | 12/31/2009 | 10.5 |
| 10.2 | Escrow Agreement,
dated as of January 30, 2008, among the Company, ND Partners LLC
and the Secretary of the Company, as Escrow
Agent. | S-1 | 11/25/2009 | 10.6 |

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| Exhibit Number | Description
of Document | Registrant’s Form | Dated | Exhibit
Number |
| --- | --- | --- | --- | --- |
| 10.3 | Consulting
Agreement, dated as of January 30, 2008, between the Company and
Frank Prosl. | S-1 | 11/25/2009 | 10.12 |
| 10.4 | Amended and
Restated 2006 Stock Incentive Plan. | S-1/A | 3/01/2010 | 10.8 |
| 10.5 | Form of
Indemnification Agreement between the Company and each of its
directors and executive officers. | S-1/A | 3/01/2010 | 10.17 |
| 10.6 | 2013 Stock
Incentive Plan | 10-K | 3/27/2013 | 10.27 |
| 10.7 | Preliminary
Services Agreement dated April 8, 2015, between CorMedix Inc. and
[RC]2 Pharma Connect LLC. | 10-Q | 8/06/2015 | 10.1 |
| 10.8 | Release of Claims
and Severance Modification, dated July 17, 2015, between Randy
Milby and CorMedix Inc. | 10-K | 3/15/2016 | 10.16 |
| 10.9 * | Employment
Agreement, dated as of September 27, 2016 and effective as of
October 3, 2016, between CorMedix, Inc. and Khoso
Baluch | 8-K | 10/03/2016 | 10.1 |
| 10.10 * | Employment
Agreement, effective February 1, 2017, between CorMedix Inc. and
Robert Cook. | 10-K | 3/16/2017 | 10.12 |
| 10.11 | Employment
Agreement, effective March 1, 2017, between CorMedix Inc. and John
Armstrong. | 10-K | 3/16/2017 | 10.14 |
| 10.12 | Form
of Securities Purchase Agreement, dated November 17, 2017, between
CorMedix Inc. and the investors signatory thereto. | 8-K | 11/13/2017 | 10.1 |
| 10.13 | Backstop Agreement,
dated November 9, 2017, between CorMedix Inc. and the investor
named therein. | 8-K | 11/13/2017 | 10.2 |
| 10.14 | Form of
Registration Rights Agreement, dated November 9, 2017, by and
between CorMedix Inc. and the investor named therein. | 8-K | 11/13/2017 | 10.3 |
| 10.15 | Amendment
No. 1, dated as of December 11, 2017, to Registration Rights
Agreement, dated November 9, 2017, by and between CorMedix Inc. and
the investor named therein. | 8-K | 12/11/2017 | 10.1 |
| 10.16 * | Employment
Agreement, effective March 19, 2018, between CorMedix Inc. and
Elizabeth Masson | 10-Q | 5/15/2018 | 10.1 |
| 10.17 | Securities
Purchase Agreement, dated December 31, 2018, between CorMedix Inc.
and the investor named therein. | 8-K | 1/03/2019 | 10.1 |

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| Exhibit Number | Description
of Document | Registrant’s Form | Dated | Exhibit
Number |
| --- | --- | --- | --- | --- |
| 21.1 | List of
Subsidiaries | 10-K | 3/27/2013 | 21.1 |
| 23.1 | Consent of
Independent Registered Public Accounting Firm. | 10-K | 3/14/2019 | 23.1 |
| 31.1 | Certification of
Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. | | | X |
| 31.2 | Certification of
Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. | | | X |
| 32.1 | Certification of
Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. | | | X |
| 32.2 | Certification of
Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. | | | X |
| 101 | The following
materials from CorMedix Inc. Form 10-K for the year ended December
31, 2018, formatted in Extensible Business Reporting Language
(XBRL): (i) Balance Sheets at December 31, 2018 and 2017, (ii)
Statements of Operations for the years ended December 31, 2018 and
2017, (iii) Statements of Changes in Stockholders’ Equity for
the years ended December 31, 2018 and 2017, (iv) Statements of Cash
Flows for the years ended December 31, 2018 and 2017 and (v) Notes
to the Financial Statements.** | | | X |

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| * | Confidential
treatment has been granted for portions of this document. The
omitted portions of this document have been filed separately with
the SEC. |
| --- | --- |
| ** | Pursuant
to Rule 406T of Regulation S-T, the Interactive Data Files in
Exhibit 101 hereto are deemed not filed or part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the
Securities Act of 1933, as amended, are deemed not filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and otherwise are not subject to liability under those
sections. |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | CORMEDIX
INC. |
| --- | --- |
| May
29, 2019 | By: /s/
Khoso Baluch |
| | Khoso
Baluch |
| | Chief
Executive Officer (Principal
Executive Officer) |
| May
29, 2019 | By: /s/
Robert Cook |
| | Robert
Cook |
| | Chief
Financial Officer (Principal
Financial and Accounting Officer) |

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