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 18, 2013
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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 18, 2013, we received notice from the NYSE MKT LLC (“NYSE MKT”) that it granted us an extension until June 30, 2013 to regain compliance with continued listing standards of the NYSE MKT, during which time the NYSE MKT will continue our listing. The NYSE MKT previously notified us on April 20, 2012 that we were not in compliance with Section 1003(a)(iv) of the NYSE MKT Company Guide in that we had sustained losses which are so substantial in relation to our overall operations or our existing financial resources, or our financial condition had become so impaired that it appeared questionable, in the opinion of the NYSE MKT, as to whether we will be able to continue operations and/or meet our obligations as they mature. We were afforded an opportunity to submit a plan of compliance to the NYSE MKT and, on May 17, 2012, we presented a plan to the NYSE MKT. On June 27, 2012, the NYSE MKT accepted our plan to regain compliance with its continued listing standards and granted us an extension until August 22, 2012. On September 21, 2012, the NYSE MKT notified us that it granted us another extension to January 31, 2013 and on February 1, 2013, NYSE MKT notified that we were further granted extension until April 15, 2013 to regain compliance with the continued listing standards of the NYSE MKT.
Separately, and as previously reported, the NYSE MKT notified us on April 5, 2013, that, based on our Form 10-K for the fiscal year ended December 31, 2012, filed on March 27, 2013, we did not meet an additional continued listing standard of the NYSE MKT as set forth in Part 10 of the NYSE MKT Company Guide (“Company Guide”). Specifically, we are not in compliance with Section 1003(a)(i) of the Company Guide because we reported stockholders’ equity of less than $2 million as of December 31, 2012, and losses from continuing operations and/or net losses in two of our three most recent fiscal years viewed prospectively from the date of our initial listing. As a result, we again become subject to the procedures and requirements of Section 1009 of the Company Guide. We must submit to the NYSE MKT no later than May 6, 2013 a plan of compliance to address how we intend to regain compliance with Section 1003(a)(i) of the Company Guide by October 20, 2013. If that plan is accepted by NYSE MKT, we may be able to continue our listing through October 20, 2103, during which time we will be subject to periodic review to determine whether we are making progress consistent with the Plan.
We remain subject to the conditions set forth in the NYSE MKT’s letters dated April 20, 2012 and April 5, 2013. If we are not in compliance with all of the NYSE MKT’s continued listing standards of both Section 1003(a)(i) and Section 1003(a)(iv) within the respective timeframes provided, or do not make progress consistent with either plan during the respective plan period, the NYSE MKT will initiate delisting proceedings.
A copy of the press release regarding the above matters is attached hereto as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | |
99.1 | Press release dated April 22, 2013. |
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.
April 22, 2013 | CORMEDIX INC. | ||
By: |
/s/ Randy Milby |
||
Name: Randy Milby Title: Chief Executive Officer |
|||
Exhibit 99.1
CorMedix Granted Extension of NYSE MKT Listing
Bridgewater, New Jersey, April 22, 2013 (Business Wire) – CorMedix Inc. (“CorMedix”) (NYSE MKT: CRMD), a pharmaceutical company focused on developing and commercializing therapeutic products for the prevention and treatment of cardiorenal disease, received a notice from the NYSE MKT that the NYSE-MKT has accepted CorMedix’s plan to regain compliance with Section 1003(a)(iv) of the continued listing standards of the NYSE-MKT and granted CorMedix an extension until June 30, 2013 to regain compliance.
CorMedix had received notice on April 20, 2012 from the NYSE MKT informing it that CorMedix was not in compliance with Section 1003(a)(iv) of the NYSE MKT’s continued listing standards due to financial impairment. CorMedix was afforded the opportunity to submit a plan to the NYSE MKT to regain compliance and, on May 17, 2012, presented its plan to the NYSE MKT. On June 27, 2012, the NYSE MKT accepted CorMedix’s plan and granted it an extension until August 22, 2012 to regain compliance with the continued listing standards. On September 21, 2012, the NYSE MKT notified CorMedix that it granted CorMedix another extension to January 31, 2013 and on February 1, 2013, NYSE MKT notified that CorMedix was further granted extension until April 15, 2013 to regain compliance with the continued listing standards of the NYSE MKT.
Separately, and as previously reported, on April 5, 2013, CorMedix received notice from NYSE MKT indicating that CorMedix was not in compliance with Section 1003(a)(i) of the NYSE MKT’s continued listing standards due to having less than $2 million of stockholders’ equity as reported in its Form 10-K for the fiscal year ended December 31, 2012. Under NYSE MKT regulations, CorMedix must submit a plan of compliance no later than May 6, 2013 to address how it intends to regain compliance by October 20, 2013. If that plan is accepted by NYSE MKT, CorMedix may be able to continue its listing through October 20, 2013, during which time CorMedix will be subject to periodic review to determine whether it is making progress consistent with the plan.
If CorMedix is not in compliance with all of the NYSE MKT’s continued listing standards within the timeframes provided, or does not make progress consistent with the prior plan or the new plan to be submitted to the NYSE MKT during the respective plan period, the NYSE MKT will initiate delisting proceedings.
About CorMedix
CorMedix Inc. is a 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 most advanced product candidate is 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.
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: CorMedix's ability to maintain its listing on the NYSE MKT; obtaining regulatory
approvals to conduct clinical trials and to commercialize CorMedix's product candidates, including CE Marking for Neutrolin®
in Europe; 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 CorMedix’s ability to manage its limited cash resources, obtaining
additional financing to support CorMedix's research and development and clinical activities and operations; 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; and protecting the intellectual
property developed by or licensed to CorMedix. These and other risks are described in greater detail in CorMedix's filings with
the SEC, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from CorMedix.
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 assumes no obligation and does not intend to update these forward-looking statements,
except as required by law.
Contact:
Randy Milby
Chief Executive Officer
CorMedix Inc.
908-517-9489
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