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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): June 14, 2018
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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
3.01.
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June
14, 2018, we received a notice from the NYSE American that, based on our Form 10-Q
for the quarter ended March 31, 2018, filed on May 15, 2018, we do
not meet a continued listing standard of the NYSE American as set
forth in Part 10 of the NYSE American Company Guide. Specifically,
we are not in compliance with compliance with Section 1003(a)(i)
(requiring stockholders’ equity of $2.0 million or more if it
has reported losses from continuing operations and/or net losses in
two of its three most recent fiscal years), Section 1003(a)(ii)
(requiring stockholders’ equity of $4.0 million or more if it
has reported losses from continuing operations and/or net losses in
three of its four most recent fiscal years); and Section
1003(a)(iii) (requiring stockholders’ equity of $6.0 million
or more if it has reported losses from continuing operations and/or
net losses in its five most recent fiscal years). The notice noted
that we have reported stockholders’ equity of $0.8 million as
of March 31, 2018, and net losses in our five most recent fiscal
years ended December 31, 2017. As a result, we have become subject
to the procedures and requirements of Section 1009 of the Company
Guide. We must submit to the NYSE American no later than July 16,
2018 a plan of compliance to address how we intend to regain
compliance with Section 1003(a)(i), Section 1003(a)(ii) or Section
1003(a)(iii) of the Company Guide by December 16, 2019 (the
“Sections 1003(a)(i)-(iii) Plan Period”). If the plan
is accepted by the NYSE American, we may be able to continue our
listing during the Sections 1003(a)(i)-(iii) Plan Period, during
which time we will be subject to periodic review to determine
whether we are making progress consistent with the
plan.
If we
are not in compliance with the NYSE American’s continued
listing standards of Section 1003(a)(i), Section 1003(a)(ii) or
Section 1003(a)(iii) within the timeframe provided, or do not make
progress consistent with the plan during the Sections
1003(a)(i)-(iii) Plan Period, the NYSE American will initiate
delisting proceedings.
A copy
of the press release we issued regarding this matter, as required
by the NYSE American, 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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Press release dated June 19,
2018.
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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: June 19,
2018
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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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