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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): August 30, 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 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
3.01.
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
August 30, 2018 we were notified that the NYSE American LLC
accepted the Company's plan for continued listing. As a result, the
Company's common stock will continue to be listed on the NYSE
American, subject to quarterly reviews by NYSE Regulation to ensure
progress toward its plan to restore compliance with continued
listing. We previously submitted on July 16, 2018 a plan of
compliance to address how we intended 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 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.
As
previously reported, on June 14, 2018, we received 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 the continued listing standards of the
NYSE American as set forth in Part 10 of the NYSE American Company
Guide. Specifically, we are not in 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.
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.
Press release dated
August 31, 2018.
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: August 31,
2018
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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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