UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported):
March 25, 2019
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CORMEDIX
INC.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34673
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20-5894890
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(State
or Other Jurisdictionof Incorporation)
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(CommissionFile
Number)
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(IRS
EmployerIdentification No.)
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400
Connell Drive, Suite 5000, Berkeley Heights, NJ
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07922
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
(908) 517-9500
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(Former
Name or Former Address, If Changed Since Last Report)
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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))
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
5.03.
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the
authorization granted by our stockholders at a special meeting of
stockholders held on June 26, 2018, our Board of Directors approved
a 1-for-5 reverse stock split of our issued and outstanding shares
of common stock, par value $0.001 per share. We filed with the
Secretary of State of the State of Delaware a Certificate of
Amendment of our Amended and Restated Certificate of Incorporation,
as amended, to implement the reverse stock split effective at 9:00
a.m. on March 26, 2019. A copy of the Certificate of Amendment is
attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
On
March 26, 2019, all shares of our common stock issued and
outstanding will automatically be reclassified into a smaller
number of shares such that every five shares of issued common stock
will be reclassified into one share of common stock. No fractional
shares will be issued, and, in lieu thereof, one whole share will
be issued.
To
reflect the reverse stock split, proportional adjustments will be
made to our outstanding preferred shares, warrants and options and
other equity awards. The reverse stock split will not affect the
par value per share of our common stock (which remains at $0.001
per share) or
the total
number of shares of common stock that we are authorized to issue
pursuant to our Amended and Restated Certificate of Incorporation,
as amended, which will remain at 160,000,000 shares
. VStock
Transfer, LLC, our transfer agent, will act as exchange agent for
purposes of implementing the exchange of stock
certificates.
Item
8.01. Other Events.
On
March 25, 2019, we issued a press release regarding the reverse
stock split. A copy of the release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item
9.01.
Financial
Statements and Exhibits
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Exhibit No.
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Description of Exhibit
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Certificate
of Amendment of Amended and Restated Certificate of Incorporation
of CorMedix Inc., filed on March 25, 2019 and to be effective at
9:00 a.m. on March 26, 2019.
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Press
release dated March 25, 2019.
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SIGNATURE
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 hereunto duly authorized.
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CORMEDIX
INC.
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Date: March 25,
2019
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By:
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/s/
Robert W.
Cook
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Name:
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Robert W.
Cook
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Title:
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Chief Financial
Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED
OF
CORMEDIX INC.
The undersigned, for purposes of amending the
Amended and Restated Certificate of Incorporation, as amended (the
“
Certificate
”), of CorMedix Inc., a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as
follows:
FIRST
: The name of the corporation is
CorMedix Inc. (the “
Corporation
”).
SECOND
: The Certificate was filed with the
Office of the Secretary of State of the State of Delaware on March
30, 2010, and amended on December 3, 2012 and August 9,
2017.
THIRD
: Article FOURTH of the Certificate is
hereby amended by adding the following
paragraph:
“Effective at 9:00 a.m. on March 26, 2019
(the “
Effective
Time
”), a one-for-five
reverse stock split of the Corporation’s common stock shall
become effective, pursuant to which every five shares of common
stock, par value $0.001 per share, issued and outstanding or held
as treasury shares at the Effective Time (hereinafter called
“
Old Common
Stock
”), shall be
reclassified and combined into one share of common stock, par value
$0.001 per share (hereinafter called “
Common
Stock
”), automatically
and without any action by the holder thereof, subject to the
treatment of fractional shares, and shall represent one share of
Common Stock from and after the Effective Time. No fractional
shares of Common Stock shall be issued as a result of such
reclassification and combination, rather stockholders who otherwise
would be entitled to receive fractional share interests of Common
Stock as a result of the reclassification and combination shall be
entitled to receive in lieu of such fractional share interests,
upon the Effective Time, one whole share of Common Stock in lieu of
such fractional share interests. As soon as practicable following
the Effective Time, the Corporation will notify its stockholders of
record as of the Effective Time to transmit outstanding share
certificates to the Corporation’s exchange agent and
registrar (“
Exchange
Agent
”) and the
Corporation will cause the Exchange Agent to issue new certificates
or book entries representing one share of common stock for every
five shares transmitted and held of record as of the Effective
Time; and in settlement of fractional interests that might arise as
a result of such combination as of the Effective Time, cause the
Exchange Agent to issue one whole share to such holders in lieu of
a fractional share interest. The Corporation’s authorized
shares of Common Stock, each having a par value of $0.001 per
share, shall not be changed.”
FOURTH
: Except as expressly amended herein, all
provisions of the Certificate filed with the Office of the
Secretary of State of the State of Delaware on March 30, 2010, and
amended on December 3, 2012 and August 9, 2017, shall remain in
full force and effect.
FIFTH
:
The foregoing amendment was duly adopted by the
Board of Directors and by the stockholders of the Corporation in
accordance with Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS
WHEREOF
, the undersigned, being
a duly authorized officer of the Corporation, does hereby execute
this Certificate of Amendment to the Amended and Restated
Certificate of Incorporation, as amended, this
25
th
day of March,
2019.
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CORMEDIX INC.
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By:
/s/ Robert W.
Cook
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Name: Robert
W. Cook
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Title: Chief
Financial Officer
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CORMEDIX CONFIRMS PREVIOUSLY ANNOUNCED ONE-FOR-FIVE REVERSE STOCK
SPLIT
Berkeley Heights, NJ – March 25, 2019
– CorMedix Inc. (NYSE American: CRMD),
a biopharmaceutical company focused on developing and
commercializing therapeutic products for the prevention and
treatment of infectious and inflammatory disease, today
confirmed
that the previously announced one-for-five reverse
stock split of the Company’s common stock, par value $0.001,
will be effective at 9:00 am Eastern Time tomorrow, March 26. The
Company’s common stock will trade on the NYSE American on a
split-adjusted basis under a new CUSIP number, 21900C308, beginning
on March 26, 2019.
Khoso
Baluch, CorMedix CEO commented, “We are implementing the
reverse stock split as planned so that we have flexibility to take
advantage of future investment opportunities, to possibly attract
more institutional interest into our stock, and given our need to
have available unissued shares to reserve for past transactions. As
our current cash position is expected to finance the Company into
the second quarter of 2020, we believe it is a good time to move
ahead.”
The
reverse stock split will affect all stockholders uniformly and will
not alter any stockholder’s percentage ownership interest in
the Company, except to the extent that the reverse stock split
results in any of the Company’s stockholders owning a
fractional share as described below.
The
reverse stock split will reduce the number of shares of common
stock issued and outstanding from approximately 119.0 million to
approximately 23.8 million. No fractional shares will be issued in
connection with the reverse stock split. Each stockholder who would
otherwise be entitled to receive a fraction of a share of the
Company’s common stock will instead receive one whole share
of common stock.
As of
the effective date of the reverse stock split, the number of shares
of common stock available for issuance under the Company’s
equity incentive plans and issuable upon the exercise of stock
options, warrants and preferred stock outstanding immediately prior
to the reverse split will be proportionately affected by the
reverse stock split. The exercise prices of the Company’s
outstanding options and warrants, and the conversion price of its
outstanding preferred stock will be adjusted in accordance with
their respective terms.
There
will be no change to the number of authorized shares or the par
value per share.
VStock
Transfer, LLC is acting as the exchange agent for the reverse stock
split. VStock will provide instructions to stockholders with
physical certificates regarding the process for exchanging their
pre-split stock certificates for post-split stock
certificates.
About CorMedix
CorMedix Inc. is a biopharmaceutical company focused on developing
and commercializing therapeutic products for the prevention and
treatment of infectious and inflammatory diseases. The Company is
focused on developing its lead product Neutrolin®, a novel,
non-antibiotic antimicrobial solution designed to prevent costly
and dangerous bloodstream infections associated with the use of
central venous catheters, currently in Phase 3 development for
patients undergoing chronic hemodialysis. Such infections cost the
U.S. healthcare system approximately $6 billion annually and
contribute significantly to increased morbidity and mortality.
Neutrolin has FDA Fast Track status and is designated as a
Qualified Infectious Disease Product, which provides the potential
for priority review of a marketing application by FDA and
allows for 5 additional years of QIDP market exclusivity in the
event of U.S. approval. Neutrolin is already marketed as a CE
Marked product in Europe and other territories. In parallel,
CorMedix is leveraging its taurolidine technology to develop a
pipeline of antimicrobial medical devices, with active programs in
surgical sutures and meshes, and topical hydrogels. The
company is also working with top-tier researchers to develop
taurolidine-based therapies for rare pediatric cancers. For
more information, visit:
www.cormedix.com
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Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks and uncertainties. All statements, other
than statements of historical facts, regarding management’s
expectations, beliefs, goals, plans or CorMedix’s prospects,
future financial position, financing plans, future revenues and
projected costs should be considered forward-looking. Readers are
cautioned that actual results may differ materially from
projections or estimates due to a variety of important factors,
including:
risks relating to the effectiveness of the
reverse stock split; risks relating to the effect of the reverse
stock split on the Company’s stock price and its overall
market capitalization;
the resources
needed to terminate the Phase 3 trial and the costs and time needed
to submit a new drug application to the FDA; the risks and
uncertainties associated with CorMedix’s ability to manage
its limited cash resources and the impact on current, planned or
future research, including the continued development of Neutrolin
and research for additional uses for taurolidine; obtaining
additional financing to support CorMedix’s research and
development and clinical activities and operations; risks related
to obtaining FDA approval of the new drug application for
Neutrolin; relying on preclinical results that may not be
indicative of success in clinical trials and might not be
replicated in any subsequent studies or trials; and the ability to
retain and hire necessary personnel to staff our operations
appropriately. These and other risks are described in greater
detail in CorMedix’s filings with the SEC, copies of which
are available free of charge at the SEC’s website at
www.sec.gov or upon request from CorMedix. CorMedix may not
actually achieve the goals or plans described in its
forward-looking statements, and investors should not place undue
reliance on these statements. CorMedix assumes no obligation and
does not intend to update these forward-looking statements, except
as required by law.
Investor Contact:
Dan
Ferry
Managing
Director
LifeSci
Advisors
617-535-7746
