Attached files
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| EX-99.1 - PRESS RELEASE - CorMedix Inc. | crmd_ex991.htm |
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 9, 2017
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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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1430
U.S. Highway 206, Suite 200, Bedminster, NJ
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07921
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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
5.02.
Departure
of Directors or Certain Officers; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b) Effective
immediately prior to the Company’s 2017 annual meeting of
stockholders, Cora Tellez resigned as a member of our Board of
Directors. Her resignation was not related to any
disagreement with our company on any matter relating to our
operations, policies or practices.
In
addition, Michael George has agreed to resign his position as a
member of the Board, to be effective as of the date on which the
Board appoints the two new members who will fill the seats created
by Ms. Tellez’s resignation and the contemplated resignation
of Mr. George, respectively.
Item
5.07.
Submission
of Matters to a Vote of Security Holders.
The
Company’s 2017 annual meeting of stockholders was held on
June 12, 2017. At the meeting, stockholders elected the following
five members to the Company’s Board of Directors for a term
expiring at the annual meeting of stockholders in 2018, based on
the following votes:
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Member
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For
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Withheld
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Broker
Non-Votes
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Khoso
Baluch
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7,449,548
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12,414,150
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13,857,371
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Janet M.
Dillione
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9,757,105
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10,106,593
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13,857,371
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Michael W.
George
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3,445,232
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16,418,466
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13,857,371
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Myron
Kaplan
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9,749,428
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10,114,270
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13,857,371
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Taunia
Markvicka
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3,833,783
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16,029,915
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13,857,371
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Also at
the meeting, stockholders failed to ratify an amendment to the Company’s Amended and
Restated Certificate of Incorporation (“Certificate of
Incorporation”), to increase its shares of authorized capital
stock from 82,000,000 shares to 202,000,000 shares and to increase
the number of authorized shares of common stock from 80,000,000 to
200,000,000 shares. The vote was 10,041,392 shares for,
9,593,887 shares against, 228,419 shares abstaining and 13,857,371
broker non-votes.
Finally, at the
meeting, stockholders also ratified the appointment of Friedman LLP
as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2017. The vote for
such approval was 31,847,085 shares for, 1,282,064 shares against,
591,920 shares abstaining and no broker non-votes.
Item
8.01.
Other
Events.
On June
12, 2017, CorMedix Inc. issued a press release entitled
“CorMedix Inc. Announces Plans to Restructure its Board of
Directors.” A copy of the release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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Press Release of CorMedix Inc.
issued June 12, 2017.
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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 13, 2017
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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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