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): August 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. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
On
August 31, 2017, we entered into a warrant exchange agreement
whereby we agreed to exchange with an investor (the
“Investor”) Series A warrants issued to the investor in
our May 2017 public offering of common stock and warrants. The
warrants provide for the purchase of up to an aggregate of
3,850,000 shares of our common stock at an exercise price of $0.75,
with an expiration date of September 10, 2018. We issued 962,500
shares of common stock to the Investor in exchange for the warrants
to purchase up to an aggregate of 3,850,000 shares of common stock.
The closing of the warrant exchange is anticipated to take place on
September 1, 2017, subject to customary closing
conditions.
Pursuant
to the terms of the agreement, in the event that, within 30
calendar days of the closing date, we exchange any Series A
warrants issued in our May 2017 public offering for shares of
common stock with another person or entity at an exchange rate
greater than 25%, and at the time of such other exchange the
closing stock price of the common stock is $0.51 or less, then the
Company will issue to the Investor additional shares of common
stock to reflect the difference between the 25% exchange rate and
such greater exchange rate in an amount sufficient to make the
Investor whole.
The description of the agreement is qualified in its entirety by
reference to the full and complete terms of the agreement, a
copy of which will be filed as an exhibit to the Form 10-Q for the
quarter ending September 30, 2017.
Item 3.02. Unregistered Sale of Equity Securities.
The
information contained in Item 1.01 of this Current Report is
incorporated herein by reference. The exchange of the warrants for
the shares of common stock was exempt from registration under
Section 3(a)(9) of the Securities Act of 1933.
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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 31,
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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