8-K

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): April 27, 2012

CORMEDIX INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34673	20-5894890
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

745 Rt. 202-206, Suite 303, Bridgewater, NJ	08807
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (908) 517-9500

(Former Name or Former Address, If Changed Since Last Report)

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))

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 2, 2012, Cormedix Inc., a Delaware corporation (the “Company”), appointed Randy Milby as its Chief Operating Officer. Mr. Milby brings extensive commercial operational experience to the Company having served as Global Business Director, Applied Biosciences, and other management positions at Dupont Company from 1999 through 2010. Since September 2010, Mr. Milby was co-founder and a managing director of WaterStone Bridge, LLC, a healthcare consulting services firm. From 1998 through 1999, Mr. Milby was also a Healthcare Analyst at Goldman Sachs & Company. Mr. Milby received his Pharmacy degree at the University of Kansas and his MBA from Washington University in St. Louis.

On April 27, 2012, Brian Lenz notified the Company that he is resigning as the Company’s Chief Operating Officer and Chief Financial Officer, effective as of April 30, 2012. In connection with Mr. Lenz’s resignation, the Company and Mr. Lenz entered into a Memorandum of Understanding (the “MOU”) on May 2, 2012. Pursuant to the MOU, Mr. Lenz agreed to provide certain transition services to the Company through May 31, 2012, and to remain reasonably available to the Company, telephonically, as requested from time to time by the Company from and after May 31, 2012. In exchange for providing such services to the Company, the Company agreed to compensate Mr. Lenz in the amount of $10,416.67, less applicable taxes and withholdings, in accordance with the regular payroll processing of the Company. In addition, in consideration of Mr. Lenz’s execution of the MOU and performance of the undertakings contained therein, on May 1, 2012, the Compensation Committee of the Board of Directors of the Company approved an extension of Mr. Lenz’s right to exercise his 45,000 vested stock options (the “Options”) through and including May 31, 2014, in accordance with the terms of the Company’s Amended and Restated 2006 Stock Incentive Plan. The Options have an exercise price of $0.49 and were granted to Mr. Lenz by the Company on March 20, 2012.

In connection with Mr. Lenz’s resignation, on May 2, 2012, the Company appointed Richard M. Cohen, the Company’s current Interim CEO, as Interim CFO. Mr. Cohen has been a director of the Company since December 2009, was appointed Executive Chairman in September 2011 and our Interim Chief Executive Officer in November 2011. Since 2002, Mr. Cohen has served as a Managing Director of Encore/Novation, a company that purchases and securitizes settlement assets. He also served as Chief Financial Officer of Dune Energy, an oil and gas exploration and production company, from 2003 to 2005. Mr. Cohen was a member of the Board of Directors of Dune Energy from 2003 to 2012, is a member of the Board of Directors and the Audit Committee of Rodman & Renshaw, a public investment bank. Mr. Cohen holds a C.P.A. from the State of New York, received his M.B.A. from Stanford University, and received his B.S. from the Wharton School of the University of Pennsylvania. Mr. Cohen shares with the Board his expertise in financial and investment matters and significant experience in accounting matters as a certified public accountant.

Item 9.01   Financial Statements and Exhibits

Exhibit 99.1           Press release dated May 3, 2012

Exhibit 99.2           Memorandum of Understanding

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.

May 3, 2012	CORMEDIX INC.
	By:	/s/ Richard M. Cohen
		Name:	Richard M. Cohen
		Title:	Interim Chief Executive Officer

EX-99.1

Exhibit 99.1

CorMedix Strengthens Management Team with Addition of Randy Milby as Chief Operating Officer.

Brian Lenz resigns as COO and CFO to pursue an opportunity with another life sciences company.

Richard M. Cohen, Interim CEO, will add title of Interim CFO.

Bridgewater, New Jersey, May 3, 2012 (Business Wire) – CorMedix Inc. (“CorMedix”) (NYSE Amex: CRMD), a pharmaceutical company focused on developing and commercializing therapeutic products for the prevention and treatment of cardiorenal disease, today announced the appointment of Randy Milby as its Chief Operating Officer. Randy brings extensive commercial operational experience to the Company having worked as the Global Business Director of Applied Biosciences and other management positions at Dupont from 1999 through 2010.  Prior to his experience with Dupont, he was also a Healthcare Analyst at Goldman Sachs & Company. Randy received his Pharmacy degree at the University of Kansas and his MBA from Washington University in St. Louis. Randy Milby has been employed from September 2010 to present at WaterStone Bridge LLC., a healthcare consulting firm.

Richard M. Cohen, CorMedix's Interim CEO stated, "Previously with DuPont and Goldman Sachs, Randy Milby brings both strategic and operational expertise to CorMedix.  Randy will be instrumental as we transition to a commercial organization in anticipation of our receiving a CE Mark approval this year and the subsequent commercial launch of Neutrolin® in Europe.  Randy will work with management and the board to drive CorMedix's strategic agenda forward at this important juncture in the company's history.  Brian Lenz, formerly COO and CFO has resigned to pursue another opportunity.  CorMedix wishes Brian the best of luck with his future activities and thanks him for his valuable service to the company." In connection with Brian’s departure, the Company has appointed Richard M. Cohen as its Interim CFO.

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, 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 the outcome of clinical trials of CorMedix’s product candidates and whether they demonstrate these candidates’ safety and effectiveness; the risks and uncertainties associated with: obtaining additional financing to support CorMedix’s research and development and clinical activities and operations; obtaining regulatory approvals to conduct clinical trials and to commercialize CorMedix’s product candidates; CorMedix’s ability to enter into and maintain collaborations with third parties for its development programs; CorMedix’s dependence on its collaborations and its license relationships; achieving milestones under CorMedix’s collaborations; CorMedix’s’ dependence on preclinical and clinical investigators, preclinical and clinical research organizations, manufacturers and consultants; protecting the intellectual property developed by or licensed to CorMedix; and CorMedix’s ability to maintain listing on NYSE Amex. These and other risks are described in greater detail in CorMedix’s filings with the Securities and Exchange Commission. 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 disclaims any intent or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

About CorMedix

CorMedix Inc. is a development-stage pharmaceutical company that seeks to in-license, develop and commercialize therapeutic products for the prevention and treatment of cardiac and renal dysfunction, also known as cardiorenal disease.  CorMedix’s goal is to treat kidney disease by reducing the commonly associated cardiovascular and metabolic complications, in effect, treating the kidney to treat the heart.  CorMedix is currently pursuing the CE marking approval process in Europe, for CRMD003 (Neutrolin®) for the prevention of catheter related bloodstream infections and maintenance of catheter patency in tunneled, cuffed, central venous catheters used for vascular access in hemodialysis patients. Please see www.cormedix.com for additional information.

Contacts:

Richard M. Cohen

Interim CEO and Interim CFO

CorMedix Inc.

908-517-9500

EX-99.2

Exhibit 99.2

May 2, 2012

Re: Memorandum of Understanding (“MOU”) Between CorMedix (the “Company”) and Brian Lenz (the “Executive”) Transition Services Agreement

Executive hereby agrees to perform and provide certain transition services (the “Services”), through May 31, 2012 (the “Transition Period”), as requested by the Company, which shall generally include certain responsibilities previously performed by Executive in his role as the Company’s Chief Financial Officer and Chief Operating Officer. In connection with providing such Services to the Company, Executive will be compensated by the Company in the amount of $10,416.67, less applicable taxes and withholdings (the “Transition Payment”), payable on May 15, 2012, in accordance with the regular payroll processing of the Company. Although full payment will be made prior to the end of the Transition Period, the Transition Payment constitutes compensation to Executive for the entirety of the Transition Period.

In exchange for the benefits offered to Executive under this MOU, from and after May 31, 2012, Executive shall continue to remain reasonably available to the Company telephonically, on a periodic basis, as requested from time to time by the Company.

Executive holds 45,000 vested stock options (the “Options”), which have an exercise price of $0.49 and which were granted to Executive by the Company on March 20, 2012. By action of the Compensation Committee taken on May 1, 2012, and in accordance with the terms of the Company’s Amended and Restated 2006 Stock Incentive Plan, Executive’s right to exercise his Options has been extended and shall continue through and including May 31, 2014.

This MOU shall be binding on and inure to the benefit of each of the parties hereto and their respective successors and assigns.

By:  /s/ Richard M. Cohen By:  /s/ Brian Lenz

Name:  Richard M. Cohen Name:  Brian Lenz

Date:  May 2, 2012 Date:  May 2, 2012

745 Route 202-206, Suite 303

Bridgewater, NJ 08807

Tel: 908-517-9500

Fax: 908-429-4307

www.cormedix.com