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CorMedix Inc. Major Shareholding Notification 2014

Mar 5, 2014

32333_mrq_2014-03-05_f48f9a4c-efcc-4dff-a99a-e2fe61369c73.zip

Major Shareholding Notification

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CorMedix
Inc.
(Name of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
21900C100
(CUSIP Number)
March 4,
2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
(Page 1 of 12 Pages)

  • The remainder of this cover page shall be filled out for a reporting person's 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 (the "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).

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CUSIP No. 21900C100 13G Page 2 of 12 Pages

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1 NAMES OF REPORTING PERSONS Kingsbrook Opportunities Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER - 0 -
6 SHARED VOTING POWER 1,480,000 shares of Common Stock
7 SOLE DISPOSITIVE POWER - 0 -
8 SHARED DISPOSITIVE POWER 1,480,000 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,480,000 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8%
12 TYPE OF REPORTING PERSON PN

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CUSIP No. 21900C100 13G Page 3 of 12 Pages

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1 NAMES OF REPORTING PERSONS Kingsbrook Opportunities GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER - 0 -
6 SHARED VOTING POWER 1,480,000 shares of Common Stock
7 SOLE DISPOSITIVE POWER - 0 -
8 SHARED DISPOSITIVE POWER 1,480,000 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,480,000 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8%
12 TYPE OF REPORTING PERSON OO

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CUSIP No. 21900C100 13G Page 4 of 12 Pages

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1 NAMES OF REPORTING PERSONS Kingsbrook Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER - 0 -
6 SHARED VOTING POWER 1,480,000 shares of Common Stock
7 SOLE DISPOSITIVE POWER - 0 -
8 SHARED DISPOSITIVE POWER 1,480,000 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,480,000 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8%
12 TYPE OF REPORTING PERSON PN

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CUSIP No. 21900C100 13G Page 5 of 12 Pages

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1 NAMES OF REPORTING PERSONS Ari Storch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER - 0 -
6 SHARED VOTING POWER 1,480,000 shares of Common Stock
7 SOLE DISPOSITIVE POWER - 0 -
8 SHARED DISPOSITIVE POWER 1,480,000 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,480,000 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8%
12 TYPE OF REPORTING PERSON IN

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CUSIP No. 21900C100 13G Page 6 of 12 Pages

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1 NAMES OF REPORTING PERSONS Adam J. Chill
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER - 0 -
6 SHARED VOTING POWER 1,480,000 shares of Common Stock
7 SOLE DISPOSITIVE POWER - 0 -
8 SHARED DISPOSITIVE POWER 1,480,000 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,480,000 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8%
12 TYPE OF REPORTING PERSON IN

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CUSIP No. 21900C100 13G Page 7 of 12 Pages

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1 NAMES OF REPORTING PERSONS Scott Wallace
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER - 0 -
6 SHARED VOTING POWER 1,480,000 shares of Common Stock
7 SOLE DISPOSITIVE POWER - 0 -
8 SHARED DISPOSITIVE POWER 1,480,000 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,480,000 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8%
12 TYPE OF REPORTING PERSON IN

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CUSIP No. 21900C100 13G Page 8 of 12 Pages

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Item 1(a) NAME OF ISSUER.
The name of the issuer is CorMedix Inc. (the " Company ").
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Company's principal executive offices are located at 745 Rt. 202-206, Suite 303, Bridgewater, NJ.
Item 2(a). NAME OF PERSON FILING:
This statement is filed by:
(i) Kingsbrook Opportunities Master Fund LP, a Cayman Islands limited partnership (the " Kingsbrook Fund "), with respect to the Common Stock (as defined below) directly held by it;
(ii) Kingsbrook Opportunities GP LLC, a Delaware limited liability company (the " General Partner "), which serves as the general partner of the Kingsbrook Fund, with respect to the Common Stock directly held by the Kingsbrook Fund;
(iii) Kingsbrook Partners LP, a Delaware limited partnership (the " Investment Manager "), which serves as the investment manager to the Kingsbrook Fund, with respect to the Common Stock directly held by the Kingsbrook Fund;
(iv) Mr. Ari Storch (" Mr. Storch "), who serves as senior managing member to the General Partner and KB GP LLC, the general partner of the Investment Manager, with respect to the Common Stock directly held by the Kingsbrook Fund;
(v) Mr. Adam J. Chill (" Mr. Chill "), who serves as managing member to the General Partner and KB GP LLC, the general partner of the Investment Manager, with respect to the Common Stock directly held by the Kingsbrook Fund; and
(iii) Mr. Scott Wallace (" Mr. Wallace ") , who serves as managing member to the General Partner and KB GP LLC, the general partner of the Investment Manager, with respect to the Common Stock directly held by the Kingsbrook Fund.
The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ."
The filing of this statement should not be construed as an admission
that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported
herein.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the business office of each of the Reporting Persons is c/o Kingsbrook Partners LP, 689 Fifth Avenue, 12th Floor, New York, New York 10022.

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CUSIP No. 21900C100 13G Page 9 of 12 Pages

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Item 2(c). CITIZENSHIP:
The Kingsbrook Fund is a Cayman Islands limited partnership. The General Partner is a Delaware limited liability company. The Investment Manager is a Delaware limited partnership. Messrs. Storch, Chill and Wallace are each United States citizens.
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share, (the " Common Stock ").
Item 2(e). CUSIP NUMBER:
21900C100
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨ Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ¨ Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) ¨ Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please specify the type of institution: _______
Item 4.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

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CUSIP No. 21900C100 13G Page 10 of 12 Pages

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The percentage set forth in Row (11) of the cover page for each Reporting Person is based on an aggregate of 21,894,165 shares of Common Stock currently outstanding which is the sum of (i) 18,934,165 shares of Common Stock reported to be outstanding by the Company as of March 1, 2014 in Exhibit 10.38 to the Current Report on Form 8-K filed by the Company on March 5, 2014 (the " Form 8-K ") and (ii) 2,960,000 shares of Common Stock issued by the Company in the offering described in the Form 8-K.

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
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.
Not applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
Each of the Reporting Persons hereby makes the following certification:
By signing below, each Reporting Person certifies that, to the best of his or 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.

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CUSIP No. 21900C100 13G Page 11 of 12 Pages

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: March 5, 2014

KINGSBROOK OPPORTUNITIES MASTER FUND LP
By: Kingsbrook Opportunities GP LLC, its general partner
/s/ Adam J. Chill
Name: Adam J. Chill
Title: Managing Member
KINGSBROOK OPPORTUNITIES GP LLC
/s/ Adam J. Chill
Name: Adam J. Chill
Title: Managing Member
KINGSBROOK Partners LP
By: KB GP LLC, its general partner
/s/ Adam J. Chill
Name: Adam J. Chill
Title: Managing Member
/s/ Ari Storch
Ari Storch
/s/ Adam J. Chill
Adam J. Chill
/s/ Scott Wallace
Scott Wallace

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CUSIP No. 21900C100 13G Page 12 of 12 Pages

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EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: March 5, 2014

KINGSBROOK OPPORTUNITIES MASTER FUND LP
By: Kingsbrook Opportunities GP LLC, its general partner
/s/ Adam J. Chill
Name: Adam J. Chill
Title: Managing Member
KINGSBROOK OPPORTUNITIES GP LLC
/s/ Adam J. Chill
Name: Adam J. Chill
Title: Managing Member
KINGSBROOK Partners LP
By: KB GP LLC, its general partner
/s/ Adam J. Chill
Name: Adam J. Chill
Title: Managing Member
/s/ Ari Storch
Ari Storch
/s/ Adam J. Chill
Adam J. Chill
/s/ Scott Wallace
Scott Wallace