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CorMedix Inc. — Major Shareholding Notification 2012
Jan 17, 2012
32333_mrq_2012-01-17_86bf78b7-f8cb-4bfb-873a-2e08541005ca.zip
Major Shareholding Notification
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)
| CORMEDIX INC. |
|---|
| (Name of Issuer) |
| COMMON STOCK, PAR VALUE $0.001 PER SHARE |
|---|
| (Title of Class of Securities) |
| 21900C100 |
|---|
| (CUSIP Number) |
| DECEMBER 31, 2011 |
|---|
| (Date of event which requires filing of this statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
- The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
CUSIP No. 21900C100 SCHEDULE 13G Page 2 of 13
| 1 | NAMES OF REPORTING PERSONS ICS Opportunities, Ltd. |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER -0- |
|---|---|
| 6 | SHARED VOTING POWER 200,000 |
| 7 | SOLE DISPOSITIVE POWER -0- |
| 8 | SHARED DISPOSITIVE |
| POWER 200,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 200,000 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.7% |
| 12 | TYPE OF REPORTING PERSON CO |
CUSIP No. 21900C100 SCHEDULE 13G Page 3 of 13
| 1 | NAMES OF REPORTING PERSONS Millennium International Management LP |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER -0- |
|---|---|
| 6 | SHARED VOTING POWER 200,000 |
| 7 | SOLE DISPOSITIVE POWER -0- |
| 8 | SHARED DISPOSITIVE POWER 200,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 200,000 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.7% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP No. 21900C100 SCHEDULE 13G Page 4 of 13
| 1 | NAMES OF REPORTING PERSONS Millennium International Management GP LLC |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER -0- |
|---|---|
| 6 | SHARED VOTING POWER 200,000 |
| 7 | SOLE DISPOSITIVE POWER -0- |
| 8 | SHARED DISPOSITIVE POWER 200,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 200,000 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.7% |
| 12 | TYPE OF REPORTING PERSON OO |
CUSIP No. 21900C100 SCHEDULE 13G Page 5 of 13
| 1 | NAMES OF REPORTING PERSONS Millennium Management LLC |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER -0- |
|---|---|
| 6 | SHARED VOTING POWER 200,000 |
| 7 | SOLE DISPOSITIVE POWER -0- |
| 8 | SHARED DISPOSITIVE POWER 200,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 200,000 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.7% |
| 12 | TYPE OF REPORTING PERSON OO |
CUSIP No. 21900C100 SCHEDULE 13G Page 6 of 13
| 1 | NAMES OF REPORTING PERSONS Israel A. Englander |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United |
| States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER -0- |
|---|---|
| 6 | SHARED VOTING POWER 200,000 |
| 7 | SOLE DISPOSITIVE POWER -0- |
| 8 | SHARED DISPOSITIVE POWER 200,000 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 200,000 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.7% |
| 12 | TYPE OF REPORTING
PERSON IN |
CUSIP No. 21900C100 SCHEDULE 13G Page 7 of 13
| Item 1. | (a) | Name of
Issuer : |
| --- | --- | --- |
| | | CorMedix Inc., a Delaware corporation (the "Issuer"). |
| | (b) | Address of Issuers Principal
Executive Offices : |
| | | 745 Route 202-206, Suite 303 Bridgewater, New Jersey 08807 |
| Item 2. | (a) | Name of Person
Filing : |
| | (b) | Address of Principal Business
Office : |
| | (c) | Citizenship : |
| | | ICS Opportunities, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York
10103 Citizenship: Cayman Islands |
| | | Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | Millennium International Management GP LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | Millennium Management
LLC 666 Fifth Avenue New York, New York 10103 Citizenship:
Delaware |
| | | Israel A. Englander c/o
Millennium Management LLC 666 Fifth Avenue New York, New York
10103 Citizenship: United States |
| | (d) | Title of Class of
Securities : |
| | | common stock, par value $0.001 per share ("Common Stock") |
| | (e) | CUSIP Number: |
| | | 21900C100 |
CUSIP No. 21900C100 SCHEDULE 13G Page 8 of 13
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| (a) | o | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- | --- |
| (b) | o | Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8); |
| (e) | o | An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E); |
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
CUSIP No. 21900C100 SCHEDULE 13G Page 9 of 13
| (g) | o | A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | o | A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
| (i) | o | A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| (j) | o | Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on January 13, 2012, ICS Opportunities, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 200,000 shares of the Issuers Common Stock as it held warrants to purchase 200,000 shares of Common Stock. Each warrant entitles the holder to purchase one share of the Issuers Common Stock at a price of $3.4375 per share. The warrants will expire on March 24, 2015, or earlier upon redemption.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the 100% shareholder of ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium International Management GP and Millennium Management. Consequently, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium International Management GP, Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by ICS Opportunities.
(b) Percent of Class:
1.7% of the Issuers outstanding Common Stock(see Item 4(a) above), which percentage was calculated based on 11,408,274 shares of Common Stock outstanding as of November 10, 2011, as per the Issuers Form 10-Q dated November 10, 2011.
CUSIP No. 21900C100 SCHEDULE 13G Page 10 of 13
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
200,000
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
200,000
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 21900C100 SCHEDULE 13G Page 11 of 13
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of January 13, 2012, by and among ICS Opportunities, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.
| CUSIP
No. |
| --- |
| SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: January 13, 2012
| ICS OPPORTUNITIES, LTD. By: Millennium International Management LP, its Investment Manager |
| --- |
| By: /s/ David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT LP |
| By: /s/ David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC |
| By: /s/ David Nolan |
| MILLENNIUM MANAGEMENT
LLC |
| By: /s/ David Nolan |
| /s/ Israel A.
Englander by David Nolan pursuant to Power of Attorney filed
with the SEC on June 6,
2005 |
| CUSIP
No. |
| --- |
| EXHIBIT I |
| JOINT
FILING AGREEMENT |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of CorMedix Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: January 13, 2012
| ICS OPPORTUNITIES, LTD. By: Millennium International Management LP, its Investment Manager |
| --- |
| By: /s/ David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT LP |
| By: /s/ David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC |
| By: /s/ David Nolan |
| MILLENNIUM MANAGEMENT
LLC |
| By: /s/ David Nolan |
| /s/ Israel A.
Englander by David Nolan pursuant to Power of Attorney filed
with the SEC on June 6,
2005 |