SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): July 31, 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. ☐
Explanatory
Note
We are
amending the Form 8-K that we filed on August 1, 2017 (the
“Original Form 8-K”) to report the voting results of
Proposal 1 voted upon at the adjourned special meeting of
stockholders held on August 8, 2017. Other than the vote on
Proposal 1, no other changes or revisions were made to the Original
Form 8-K.
Item
5.07. Submission of Matters to a Vote of Security
Holders.
We held
a special meeting of stockholders on July 31, 2017. At the meeting,
stockholders were asked to vote on two proposals. These proposals
are described in detail in the definitive proxy statement, which we
filed with the Securities and Exchange Commission on June 29,
2017.
At the
special meeting held on July 31, 2017, stockholders voted on
Proposal 2 to approve the adjournment of the special meeting, and
any adjournment or postponement thereof, if necessary, to solicit
additional proxies if there are not sufficient votes in favor of
Proposal 1 (an increase in the
authorized shares of common stock). The vote was 28,571,814
shares for, 18,908,646 shares against, 73,902 shares abstaining and
no broker non-votes.
In light of the approval by stockholders to permit
adjournment to solicit additional proxies, and given that the
results of the voting so far indicate the clear majority of
shares that have been voted to date have voted to approve
Proposal 1, we decided to adjourn the
meeting with respect to such proposal until 11:00 a.m. (Eastern
Time) on August 8, 2017 at our principal executive offices,
1430 U.S. Highway 206, Suite 200, Bedminster, NJ.
On
August 8, 2017, we reconvened the special meeting of stockholders
to vote on Proposal 1, which was to approve an amendment to our
Amended and Restated Certificate of Incorporation to increase the
number of authorized shares of capital stock from 82,000,000 shares
to 162,000,000 shares and to increase the number of authorized
shares of common stock from 80,000,000 shares to 160,000,000 shares
(the “Charter Amendment”). At the reconvened special
meeting, stockholders voted to approve the Charter Amendment. The
vote was 30,301,551 shares for, 18,309,790 shares against, 56,074
shares abstaining and no broker non-votes.
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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: August 8, 2017 |
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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