Blueprint
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): April 28, 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 Jurisdictionof Incorporation)
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(CommissionFile
Number)
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(IRS
EmployerIdentification No.)
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1430
U.S. Highway 206, Suite 200, Bedminster NJ
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07921
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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 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
April 28, 2017, we entered into an underwriting agreement with H.C.
Wainwright & Co., LLC, relating to an underwritten public
offering of 16,190,697 shares of our common stock, par value $0.001
per share, together with Series A Warrants to purchase up to an
aggregate of 12,143,022 shares of our common stock and Series B
Warrants to purchase up to an aggregate of 12,143,022 shares of our
common stock, at a price to the public of $0.75 per share and
related warrants. We also granted the underwriters a 30-day option
to purchase up to an additional 2,428,604 additional shares of
common stock and/or Series A Warrants to purchase up to 1,821,453
Shares and Series B Warrants to purchase up to 1,821,453 Shares,
which option was exercised in full, resulting in the sale and
issuance of a total of 18,619,301 shares of common stock, Series A
Warrants to purchase up to an aggregate of 13,964,475 shares of our
common stock and Series B Warrants to purchase up to an aggregate
of 13,964,475 shares of our common stock.
The
offering closed on May 3, 2017. The gross proceeds from the sale of
shares was approximately $14.0 million, before deducting
underwriting discounts and commissions and estimated offering
expenses.
Each
Series A Warrant has an exercise price of $1.05 per share of common
stock and will expire five years following the Exercisable Date.
Each Series B Warrant has an exercise price of $0.75 per share of
common stock and will expire thirteen months following the
Exercisable Date.
We do
not currently have a sufficient number of authorized shares of
common stock to cover the shares issuable upon exercise of the
warrants issued in the offering. As a result, before any warrants
can become exercisable, we need to receive stockholder approval of
an amendment to our Amended and Restated Certificate of
Incorporation (the “Charter Amendment”) to increase the
number of authorized shares of common stock to a total of
200,000,000 shares at our next annual meeting of stockholders on
June 6, 2017. The warrants will be exercisable on any day on or
after the date that we publicly announce through the filing of a
Current Report on Form 8-K that the Charter Amendment has been
approved by our stockholders and has become effective (the
“Exercisable Date”). In the event our stockholders do
not approve the Charter Amendment, the warrants will not be
exercisable and may not have any value. Until we receive approval
of the Charter Amendment, we cannot sell any
securities.
H.C.
Wainwright & Co. acted as sole book-running manager for the
offering, which was a firm commitment underwritten public offering
pursuant to a shelf registration statement on Form S-3 (File No.
333-203300) and a related prospectus, including the related
prospectus supplement, filed with the Securities and Exchange
Commission.
We paid
H.C. Wainwright & Co. a commission equal to 6.0% of the gross
proceeds of the offering and also issued warrants to
purchase up to an aggregate of 1,117,157 shares of common stock,
with an exercise price of $0.9375, which represents 125% of the
public offering price per combined share and related warrants. The
underwriter warrant will expire five years following the
Exercisable Date. Other than the exercise price, the terms of the
underwriter warrant are the same as the Tranche 1
warrants.
The
underwriting agreement contains customary representations,
warranties, and agreements by us, and customary conditions to
closing, indemnification obligations of our company and the
underwriters, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties, and termination
provisions.
A copy
of the underwriting agreement, the form of Series A Warrant, the
form of Series B Warrant and the form of underwriter’s
warrant are filed herewith as Exhibits 1.1, 4.1, 4.2 and 4.3,
respectively, and are incorporated herein by reference. The
prospectus relating to the offering has been filed with the
Securities and Exchange Commission.
A copy
of the opinion of Wyrick Robbins Yates & Ponton LLP relating to
the legality of the issuance and sale of the common stock in the
offering (including the common stock underlying the warrants) and
the enforceability of the warrants is attached as Exhibit 5.1
hereto.
The
foregoing description of the offering and the documentation related
thereto does not purport to be complete and is qualified in its
entirety by reference to such Exhibits.
A copy
of the press release announcing the closing of the underwritten
public offering 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
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Underwriting Agreement, dated April 28, 2017 by and among CorMedix
Inc. and H.C. Wainwright & Co., LLC.
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Form of Series A Warrant to Purchase Common Stock of CorMedix Inc.
issued on May 3, 2017.
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Form of Series B Warrant to Purchase Common Stock of CorMedix Inc.
issued on May 3, 2017.
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Form of Underwriter’s Warrant to Purchase Common Stock of
CorMedix Inc., issued May 3, 2017.
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Opinion of Wyrick Robbins Yates & Ponton LLP.
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23.1
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Consent of Wyrick Robbins Yates & Ponton (contained in Exhibit
5.1).
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Press release dated May 3, 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: May 3,
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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