SEC Form S-8 filed by CorMedix Inc.

As filed with the Securities and Exchange Commission on November 13, 2025

Registration Statement No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CORMEDIX INC.

(Exact name of registrant as specified in its charter)

CorMedix Inc.

300 Connell Drive, Suite 4200

Berkeley Heights, NJ 07922

(Address of principal executive offices) (Zip code)

Amended and Restated CorMedix Inc. 2019 Omnibus Stock Incentive Plan

(Full title of the plan)

Joseph Todisco

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:

Jared Fertman

Andrew Marmer

Willkie Farr and Gallagher LLP

787 Seventh Ave

New York, New York 10019

Telephone: (212) 728-8000

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 Act. (Check one):

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 the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement relates to the registration of an additional 7,672,000 shares of common stock, $0.001 par value per share (“Common Stock”), of CorMedix Inc. (the “Registrant”), for issuance under the Amended and Restated CorMedix Inc 2019 Omnibus Stock Incentive Plan (the “Plan”). The shares of Common Stock are securities of the same class and related to the same employee benefit plan, the Plan, as amended and restated on October 13, 2022, as those registered pursuant to the Registrant’s registration statement on Form S-8, previously filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2010, December 13, 2013, August 7, 2016, December 17, 2019 and October 26, 2022.

The Board of Directors of the Registrant approved an amendment to the Plan on September 17, 2024 and October 7, 2024 and the Registrant’s stockholders approved the amendment at the Registrant’s 2024 Annual Meeting of Stockholders on November 21, 2024 (“Amendment No. 1”). The Board of Directors of the Registrant approved a second amendment to the Plan on September 14, 2025 and the Registrant’s stockholders approved the amendment at the Registrant’s Special Meeting of Stockholders on November 10, 2025 (“Amendment No. 2” and, together with Amendment No. 1, the “Amendments”). The Amendments increased the number of shares of Common Stock reserved and available for issuance under the Plan by the number of shares being registered herein.

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s registration statements on Form S-8 (file numbers 333-170498, 333-192840, 333-212430, 333-235556 and 333-268019) filed with the Commission on November 9, 2010, December 13, 2013, August 7, 2016, December 17, 2019 and October 26, 2022, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The information required by Item 1 is included in documents sent or given by the Registrant to participants in the plan covered by the registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 is included in documents sent or given by the Registrant in the plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission are hereby incorporated by reference into this Registration Statement:

To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.

All reports and other documents that the Registrant subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that the Registrant has sold all of the securities offered under this Registration Statement or deregisters the distribution of all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date that the Registrant files such report or document.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The Exhibits to this Registration Statement are listed in the Index to Exhibits and are incorporated herein by reference.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Berkeley Heights, State of New Jersey, on the 13 day of November 2025.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Joseph Todisco and Susan Blum, or each of them singly, with fully power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.