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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): November 17, 2017
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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 Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification 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 1.01. Entry into a Material Definitive
Agreement.
On
November 17, 2017, we entered into a securities purchase agreement
with all of our directors and executive officers and certain of our
employees pursuant to which we have agreed to sell an aggregate of
624,246 shares of our common stock at a per share purchase price of
$0.48, which was the closing price of our common stock on November
16, 2017. Gross proceeds from the offering are expected to be
$299,640. No placement agent or underwriter was involved in the
offering.
We
currently anticipate that closing of the sale of the common stock
will take place on or about November 21, 2017, subject to the
satisfaction of customary closing conditions.
We
intend to use the net proceeds of the offering for general
corporate purposes, working capital and capital
expenditures.
The
common stock offering will reduce the number of shares issuable
under the warrants that we issued to two institutional investors on
November 16, 2017, pursuant to a Backstop Agreement, dated November
9, 2017, among those institutional investors and our company, which
was reported in a Current Report on Form 8-K filed on November 13,
2017.
The
form of the securities purchase agreement is filed herewith as
Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the securities purchase agreement is not complete
and is qualified in its entirety by reference to Exhibit
10.1.
The
common stock will be issued pursuant to a prospectus supplement, to
be filed with the Securities and Exchange Commission pursuant to
Rule 424(b)(5) of the Securities Act of 1933, as amended, to our
effective shelf registration statement on Form S-3 (File No.
333-200300), which became effective on April 17, 2015. A copy of
the opinion of Wyrick Robbins Yates & Ponton LLP relating to
the validity of the issuance and sale of the common stock in the
offering is attached as Exhibit 5.1 hereto.
The
information contained in this Current Report on Form 8-K is not an
offer to sell or the solicitation of an offer to buy shares of our
common stock or any other securities of our company.
A copy
of the press release regarding the above matter is attached hereto
as Exhibit 99.1.
Item 9.01. Financial Statements and
Exhibits.
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Exhibit No.
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Description
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Form
of Securities Purchase Agreement, dated November 17, 2017, between
CorMedix Inc. and the investors signatory thereto.
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Press Release dated
November 20, 2017.
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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:
November 20,
2017
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By:
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/s/
Robert
W. Cook
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Name:
Robert
W. Cook
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Title:
Chief
Financial Officer
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