CorMedix Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2, below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On June 26, 2025, CorMedix Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of an aggregate of 6,604,507 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), to the Underwriters (the “Offering”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to 990,676 additional shares (the “Option Shares” and together with the Firm Shares, the “Shares”) of Common Stock. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to the Underwriting Agreement.
On June 30, 2025, the Offering closed, and the net proceeds from the Offering was approximately $82.2 million, and will be approximately $94.8 million if the option to purchase additional shares of Common Stock is exercised in full by the Underwriters. The Offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-279277) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 9, 2024 and declared effective by the SEC on May 22, 2024, and a related prospectus supplement dated June 26, 2025 and filed on June 30, 2025.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of certain terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Willkie Farr & Gallagher LLP relating to the legality of the issuance and sale of the Shares in the Offering is filed with this Current Report on Form 8-K as Exhibit 5.1.
On June 26, 2025, the Company issued a press release announcing that it had commenced the Offering. On June 27, 2025, the Company issued a press release announcing that it had priced the Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Neither the disclosures on this Current Report on Form 8-K nor the exhibits hereto shall constitute an offer to sell or the solicitation of an offer to buy the securities described herein and therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated June 26, 2025 | |
| 5.1 | Opinion of Willkie Farr & Gallagher LLP | |
| 23.1 | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated June 26, 2025 announcing the commencement of the Offering | |
| 99.2 | Press Release dated June 27, 2025 announcing the pricing of the Offering | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CORMEDIX INC. | ||
| Date: June 30, 2025 | By: | /s/ Joseph Todisco |
| Joseph Todisco | ||
| Chief Executive Officer | ||
2