Attached files
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| EX-99.1 - PRESS RELEASE - CorMedix Inc. | exhibit991.htm |
| EX-10.1 - FORM OF INDEMNIFICATION AGREEMENT - CorMedix Inc. | exhibit101.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 24, 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
1.01.
Entry
into a Material Definitive Agreement.
On June
24, 2017, our Board of Directors approved a form of indemnification
agreement to be entered into with our current and future directors
and officers. We have entered into, or will be entering into, the
indemnification agreement with each of our directors and executive
officers as well as the individuals elected to the Board and
identified in Item 5.02 below. The indemnification agreement
supersedes our previous form of indemnification
agreement.
The
indemnification agreement provides, among other things, that we
will indemnify indemnitees to the fullest extent permitted by law.
The indemnification agreement provides procedures for the
determination of an indemnitee’s right to receive
indemnification and the advancement of expenses. Subject to the
express terms of the indemnification agreement, our obligations
under the indemnification agreement continue even after an
indemnitee ceases to be a director or officer of our
company.
The
foregoing description of the indemnification agreement does not
purport to be complete and is qualified in its entirety by
reference to the form indemnification agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 5.02. Departure of Directors or Certain
Officers; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June
25, 2017, our Board of Directors elected Mehmood Khan and Steven W.
Lefkowitz as directors, effective June 26, 2017, each to serve
until the 2018 annual meeting or until their respective successors
are duly elected and qualified.
In
addition, directors Michael George and Taunia Markvicka announced
their resignations from the Board of Directors, effective June 26,
2017. Their resignations were not related to any
disagreement with our company on any matter relating to our
operations, policies or practices.
In
addition, Gary A. Gelbfish, M.D., has been appointed by our largest
shareholder Elliott Management as an observer to our Board of
Directors. The appointment was made pursuant to a letter agreement,
dated March 3, 2015, between us and Manchester Securities Corp., an
affiliate of Elliott Management, which letter agreement was entered
into as part of the backstop financing made available to us by
Manchester Securities Corp. in March 2015.
Dr.
Khan currently serves as Vice Chairman (since January 2015) and
Chief Scientific Officer of Global Research and Development (since
December 2007) for PepsiCo, where he leads global R&D and
oversees the company’s 2025 sustainability agenda, which
includes plans for the further transformation of its current food
and beverage portfolio as well as expansion of offerings containing
positive nutrition with a focus on reaching more underserved
communities and consumers with healthier choices. Prior positions
at PepsiCo include Chief Executive Officer, Global Nutrition Group
from January 2011 to September 2013. Previously, Dr. Khan served as
Head of Medical Affairs and then President of Takeda
Pharmaceuticals’ Global Research & Development Center
from January 2002 to December 2007, where he created and maintained
a budget in excess of $1 billion for the company’s global
R&D pipeline excluding Japan, leading a team of thousands
including outsourced staff. Earlier in his career Dr. Khan was a
faculty member at the Mayo Clinic and Mayo Medical School in
Rochester, Minnesota, serving as Director of the Diabetes,
Endocrine and Nutritional Trials Unit in the division of
endocrinology. Prior to the Mayo Clinic, Dr. Khan spent nine years
leading programs in diabetes, endocrinology, metabolism, and
nutrition for the Hennepin County Medical Center in Minneapolis.
His practice included extensive work with patients with diabetes
requiring hemodialysis as well as parenteral nutrition. Dr. Khan
also currently serves as a member of the board of directors for
HemoShear Therapeutics, a biotechnology company focused on
discovering novel biological targets and developing drugs to treat
rare juvenile metabolic disorders. He earned his medical
degree from the University of Liverpool Medical School,
England.
Mr. Lefkowitz has been the President and Founder of Wade Capital
Corporation a financial advisory services company, since June
1990. He was a director of CorMedix from August 2011 to
June 2016. Mr. Lefkowitz has been a director of Franklin Credit
Management Corporation, formerly known as Franklin Credit Holding
Corporation, a public specialty consumer finance company since
1996, a director of AIS, RE, a privately held reinsurance company
since 2001 and a director and chairman of the board of MedConx,
Inc., a privately held medical devices connector company since
2007. Mr. Lefkowitz received his A.B. from Dartmouth College in
1977 and his M.B.A. from Columbia University in 1985.
Dr.
Gelbfish has been in private practice as a vascular surgeon since
1990. Dr. Gelbfish has practiced vascular surgery at Beth Israel
Hospital since 1990, and has practiced vascular surgery at New York
University Downtown Hospital since 2003. Since 1997, Dr. Gelbfish
has served as an Assistant Clinical Professor of Surgery at Mt.
Sinai Hospital. Dr. Gelbfish received a B.S. from Brooklyn College,
holds an M.D. from Columbia University, and completed his
fellowship in vascular surgery at Maimonides Medical Center.
Dr. Gelbfish was a director of
CorMedix from December 2009 to June 2014.
Pursuant
to our director compensation program, each of Dr. Khan and Mr.
Lefkowitz were granted options to purchase 75,000 shares of our
common stock upon the effectiveness of their election, which will
vest one third each on the date of grant and the first and second
anniversaries of the grant date.
There
are no arrangements or understandings between Dr. Khan or Mr.
Lefkowitz and any other person pursuant to which any of them was
appointed as a director of our Board and there are no related party
transactions between either Dr. Khan or Mr. Lefkowitz and our
company.
Item
8.01. Other Events.
On June
26, 2017, we issued a press release to report the resignation and
election of the directors identified in Item 5.02. A copy of the
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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Form of Indemnification
Agreement.
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Press release of CorMedix Inc.
issued June 26, 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 27, 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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