10-K/A 1 crmd_10k.htm FORM 10-K/A Blueprint
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 _________________
 
FORM 10-K/A
(Amendment No. 1)
 
☒ 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: December 31, 2018
 
OR
 
☐ 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________________ to ______________________
 
Commission file number: 001-34673
 
CORMEDIX INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware
20-5894890
(State or Other Jurisdiction ofIncorporation or Organization)
 
(I.R.S. EmployerIdentification No.)
 
400 Connell Drive, Suite 5000, Berkeley Heights, NJ
 
07922
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (908) 517-9500
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common Stock, $0.001 Par Value
 
NYSE American LLC
 
Securities registered pursuant to Section 12(g) of the Act: none
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
 
Large accelerated filer ☐
Accelerated filer ☐
 
 
Non-accelerated filer ☒
Smaller reporting company ☒
 
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 news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
 
The aggregate market value of the registrant’s voting common equity held by non-affiliates of the registrant, based upon the closing price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter was approximately $19.2 million. Solely for the purpose of this calculation, shares held by directors and executive officers of the registrant have been excluded.
 
The number of outstanding shares of the registrant’s common stock was 119,014,093 as of March 12, 2019.
 
DOCUMENTS INCORPORATED BY REFERENCE
 

 
 
 
Explanatory Note
 
The purpose of the Amendment No. 1 on Form 10–K/A to CorMedix Inc.’s annual report of Form 10–K for the period ended December 31, 2018, filed with the Securities and Exchange Commission on March 14, 2019 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.
 
No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 

  PART IV
 
Item 15. 
Exhibits, Financial Statement Schedules
 
1.            
Exhibit Index
 
The following is a list of exhibits filed as part of this Form 10-K:
 
Exhibit
Number
 
Description of Document
 
Registrant’s
Form
 
Dated
 
Exhibit Number
 
Filed Herewith
 
At-the-Market Issuance Sales Agreement, dated March 9, 2018, between CorMedix Inc. and B. Riley FBR, Inc..
 
    S-3 
 
3/09/2018
 
   1.1
 
 
 
Form of Amended and Restated Certificate of Incorporation.
 
    S-1/A 
 
3/01/2010
 
    3.3 
 
 
 
Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated February 24, 2010.
 
    S-1/A 
 
3/19/2010
 
    3.5 
 
 
 
Form of Amended and Restated Bylaws as amended April 19, 2016.
 
    10-Q 
 
5/10/2016
 
    3.1 
 
 
 
Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated December 3, 2012.
 
    10-K 
 
3/27/2013
 
    3.3 
 
 
3.5 
 
Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated August 9, 2017.
 
    8-K 
 
8/10/2017
 
    3.1 
 
 
 
Certificate of Designation of Series A Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on February 18, 2013, as corrected on February 19, 2013.
 
    8-K 
 
2/19/2013
 
    3.3 
 
 
 
Certificate of Designation of Series B Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on July 26, 2013.
 
    8-K 
 
7/26/2013
 
    3.4 
 
 
 
Certificate of Designation of Series C-1 Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on October 21, 2013.
 
    8-K 
 
10/23/2013
 
    3.5 
 
 
 
Amended and Restated Certificate of Designation of Series C-2 Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 15, 2014.
 
    8-K 
 
9/16/2014
 
    3.15 
 
 
 
Amended and Restated Certificate of Designation of Series C-3 Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 15, 2014.
 
    8-K 
 
9/16/2014
 
    3.16 
 
 
 
Amended and Restated Certificate of Designation of Series D Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 15, 2014.
 
    8-K 
 
9/16/2014
 
    3.17 
 
 
 
 
3
 

 
Exhibit
Number
 
 Description of Document
 
Registrant’s
Form
 
Dated 
 
Exhibit Number 
 
Filed Herewith
 
Amended and Restated Certificate of Designation of Series E Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 15, 2014.
 
    8-K 
 
9/16/2014
 
    3.18 
 
 
 
Amended and Restated Certificate of Designation of Series F Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on December 11, 2017.
 
    8-K 
 
12/11/2017
 
    3.1 
 
 
 
Specimen of Common Stock Certificate.
 
    S-1/A 
 
3/19/2010
 
    4.1 
 
 
 
Form of Warrant issued on February 19, 2013.
 
    8-K 
 
2/19/2013
 
    4.13 
 
 
 
Form of Second Amended Restated Warrant originally issued on October 22, 2013.
 
   8-K
 
1/3/2019
 
   4.2
 
 
 
Form of Warrant issued on January 8, 2014.
 
    8-K 
 
1/09/2014
 
   4.23
 
 
 
Form of Warrant issued on March 10, 2014.
 
    8-K 
 
03/05/2014
 
   4.24
 
 
 
Warrant issued March 3, 2015.
 
    8-K 
 
03/04/2015
 
   4.1
 
 
 
Amended and Restated Warrant originally issued March 24, 2010.
 
    8-K 
 
03/04/2015
 
   4.3
 
 
 
Third Amended and Restated Warrant originally issued May 30, 2013.
 
    8-K 
 
01/03/2019
 
   4.3
 
 
 
Registration Rights Agreement, dated March 3, 2015, by and between CorMedix Inc. and Manchester Securities Corp.
 
    8-K 
 
03/04/2015
 
   4.5
 
 
 
Form of Series B Warrant to Purchase Common Stock of CorMedix Inc. issued on May 3, 2017.
 
    8-K 
 
05/03/2017
 
    4.2 
 
 
 
Form of Underwriter’s Warrant to Purchase Common Stock of CorMedix Inc., issued May 3, 2017.
 
    8-K 
 
05/03/2017
 
   4.3
 
 
 
Form of Warrant issued on November 16, 2017.
 
    8-K 
 
11/13/2017
 
    4.15
 
 
 
Form of Warrant issued on December 31, 2018
 
    8-K 
 
1/03/2019
 
   4.1
 
 
 
Senior Secured Convertible Note issued December 31, 2018.
 
    8-K 
 
1/03/2019
 
   4.4
 
 
 
License and Assignment Agreement, dated as of January 30, 2008, between the Company and ND Partners LLC.
 
    S-1/A 
 
12/31/2009
 
    10.5 
 
 
 
Escrow Agreement, dated as of January 30, 2008, among the Company, ND Partners LLC and the Secretary of the Company, as Escrow Agent.
 
    S-1 
 
11/25/2009
 
    10.6 
 
 
 
 
4
 
 
 
Exhibit
Number
 
 
Description of Document
 
Registrant’s
Form
 
  Dated
 
Exhibit Number
 
Filed Herewith
 
Consulting Agreement, dated as of January 30, 2008, between the Company and Frank Prosl.
 
    S-1 
 
11/25/2009
 
    10.12 
 
 
 
Amended and Restated 2006 Stock Incentive Plan.
 
    S-1/A 
 
3/01/2010
 
    10.8 
 
 
 
Form of Indemnification Agreement between the Company and each of its directors and executive officers.
 
    S-1/A 
 
3/01/2010
 
    10.17 
 
 
 
2013 Stock Incentive Plan
 
    10-K 
 
3/27/2013
 
    10.27 
 
 
 
Preliminary Services Agreement dated April 8, 2015, between CorMedix Inc. and [RC]2 Pharma Connect LLC.
 
    10-Q 
 
8/06/2015
 
    10.1 
 
 
 
Release of Claims and Severance Modification, dated July 17, 2015, between Randy Milby and CorMedix Inc.
 
    10-K 
 
3/15/2016
 
    10.16 
 
 
 
Employment Agreement, dated as of September 27, 2016 and effective as of October 3, 2016, between CorMedix, Inc. and Khoso Baluch
 
    8-K 
 
10/03/2016
 
    10.1 
 
 
 
Employment Agreement, effective February 1, 2017, between CorMedix Inc. and Robert Cook.
 
    10-K 
 
3/16/2017
 
    10.12 
 
 
 
Employment Agreement, effective March 1, 2017, between CorMedix Inc. and John Armstrong.
 
    10-K 
 
3/16/2017
 
    10.14 
 
 
 
Form of Securities Purchase Agreement, dated November 17, 2017, between CorMedix Inc. and the investors signatory thereto.
 
    8-K 
 
11/13/2017
 
    10.1 
 
 
 
Backstop Agreement, dated November 9, 2017, between CorMedix Inc. and the investor named therein.
 
    8-K 
 
11/13/2017
 
    10.2 
 
 
 
Form of Registration Rights Agreement, dated November 9, 2017, by and between CorMedix Inc. and the investor named therein.
 
    8-K 
 
11/13/2017
 
    10.3 
 
 
 
Amendment No. 1, dated as of December 11, 2017, to Registration Rights Agreement, dated November 9, 2017, by and between CorMedix Inc. and the investor named therein.
 
    8-K 
 
12/11/2017
 
    10.1 
 
 
 
Employment Agreement, effective March 19, 2018, between CorMedix Inc. and Elizabeth Masson 
 
  10-Q
 
5/15/2018 
 
  10.1
 
 
 
Securities Purchase Agreement, dated December 31, 2018, between CorMedix Inc. and the investor named therein. 
 
   8-K
 
1/03/2019
 
   10.1
 
 
 
 
5
 
 
 
Exhibit
Number
 
 
Description of Document
 
Registrant’s
Form
 
  Dated
 
Exhibit Number
 
Filed Herewith
 
List of Subsidiaries
 
 10-K 
 
3/27/2013
 
21.1
 
 
 
Consent of Independent Registered Public Accounting Firm.
 
10-K
 
3/14/2019
 
23.1
 
   
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
 
 
 
       
 
    X 
 
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
       
 
 
 
       
 
    X 
 
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
       
 
 
 
       
 
    X 
 
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
       
 
 
 
       
 
    X 
101 
 
The following materials from CorMedix Inc. Form 10-K for the year ended December 31, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheets at December 31, 2018 and 2017, (ii) Statements of Operations for the years ended December 31, 2018 and 2017, (iii) Statements of Changes in Stockholders’ Equity for the years ended December 31, 2018 and 2017, (iv) Statements of Cash Flows for the years ended December 31, 2018 and 2017 and (v) Notes to the Financial Statements.**
 
       
 
 
 
       
 
    X 
_____________
 
*
Confidential treatment has been granted for portions of this document. The omitted portions of this document have been filed separately with the SEC.
 
**
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
  
 
6
 
 
SIGNATURES
 
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 thereunto duly authorized.
 
 
 
CORMEDIX INC.
 
 
 
 
 
 
May 29, 2019
 
By: /s/ Khoso Baluch
 
 
 
Khoso Baluch
 
 
 
Chief Executive Officer
(Principal Executive Officer)
 
 
May 29, 2019
 
By: /s/ Robert Cook
 
 
 
Robert Cook
 
 
 
Chief Financial Officer
(Principal Financial and Accounting Officer)