CORMEDIX INC. (NYSEMKT:CRMD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CORMEDIX INC. (NYSEMKT:CRMD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

On January 30, 2017, we entered into employment agreements, each
effective February 1, 2017, with Robert Cook to serve as our
Chief Financial Officer and with Judith Abrams to serve as our
Chief Medical Officer. Unless renewed to the terms thereof, each
agreement will expire on January 31, 2020. After the initial
three-year term of each employment agreement, the agreement will
automatically renew for additional successive one-year periods,
unless either party notifies the other in writing at least 90
days before the expiration of the then current term that the
agreement will not be renewed. The agreements are identical
except as to the performance milestones for certain options
granted to each executive, discussed below.
Mr. Cook most recently served as Chief Financial Officer of
Bioblast Pharma Ltd. from January 2016 to July 2016. His prior
pharma experience includes: Executive Vice President and Chief
Financial Officer at Strata Skin Sciences, Inc. from April 2014
to January 2016; Senior Vice President and Chief Financial
Officer at Immune Pharmaceuticals, Inc. from August 2013 to March
2014, and its predecessor EpiCept Corporation from April 2004 to
August 2013, including one year as Interim President and CEO of
EpiCept in which he completed the reverse merger of EpiCept into
Immune. Previously he served as CFO of publicly-held Pharmos
Corporation. Mr. Cook began his career in financial services at
Chase Manhattan and he also held a position as a Vice President
in the Healthcare Group at General Electric Capital Commercial
Finance. Mr. Cook holds a B.S. in Finance, magna cum laude, from
The American University, in Washington, DC.
Most recently, Dr. Abrams served as Head of Celgene Corporations
Otezla (Apremilast) Global Clinical Submission Team, from January
2012 to January 2017, where she led all clinical activities
supporting the global submission through approval and launch of
Otezla. Previously, Dr. Abrams has held positions of increasing
responsibility managing the clinical development of a portfolio
of products across all phases of clinical development, including
Vice President, Medical Science Inflammation at Novo Nordisk,
Inc. from October 2010 to January 2012, and positions at NPS
Pharmaceuticals, Inc., Johnson Johnson PRD, Novartis
Pharmaceuticals Corporation, Amgen Inc., and Bristol-Myers Squibb
PRI. Dr. Abrams received her M.D. and completed fellowships in
Internal Medicine and Rheumatology at the University of Toronto
Faculty of Medicine. She completed a post-doctoral research
fellowship at Stanford University School of Medicine, Division of
Immunology where she subsequently became a member of the clinical
faculty. Dr. Abrams is Adjunct Associate Professor, Department of
Medicine, New York University School of Medicine.
In exchange for their service as our Chief Financial Officer and
Chief Medical Officer, respectively, each executive will receive
an annual base salary of $350,000, which cannot be decreased
unless all officers and/or members of our executive management
team experience an equal or greater percentage reduction in base
salary and/or total compensation, provided that any reduction in
executives salary may be no greater than 25%. Each executive will
be eligible for an annual bonus, which may equal up to 30% of his
or her base salary then in effect, as determined by our Board or
compensation committee. In determining such bonus, our Board or
compensation committee will take into consideration the
achievement of specified company objectives, predetermined by our
Chief Executive Officer and approved by the Board or compensation
committee, and specified personal objectives, predetermined by
the Board and each executive. For fiscal year 2017, each
executives bonus will be prorated, contingent upon him or her
meeting performance objectives established by the Board and the
executive. Each executive must be employed through December 31 of
a given year to earn that years annual bonus.
In connection with executives employment, we granted each
executive stock options to purchase 350,000 shares of our common
stock, with 185,000 of the options vesting in four equal annual
installments on the first four anniversaries of the grant date.
The remaining 165,000 options are split into three tranches,
which become exercisable upon the achievement of specified
performance milestones for that executive, provided that these
options will be forfeited if the milestones are not achieved
within their respective time periods, the earliest of which is
December 31, 2017 and the latest of which is December 31, 2019 in
the case of Mr. Cook and the earliest of which is December 31,
2019 and the latest of which is June 30, 2020 in the case of Dr.
Abrams. In each case, executive must be an employee of ours or
consultant to us on the applicable vesting date.
Mr. Cook and Dr. Abrams will each receive up to $5,000 to cover
legal fees and other expenses associated with negotiating their
respective employment agreement.
Each executive is eligible to participate in all employee
benefits available to our senior executives from time-to-time. to
the agreement, each executive is eligible for up to four weeks of
paid vacation per year and may be reimbursed for specified
business-related expenses.
If we terminate executives employment for Cause (as defined
below), executive will be entitled to receive only the accrued
compensation due to him or her as of the date of such
termination, rights to indemnification and directors and officers
liability insurance, and as otherwise required by law. All
unvested equity awards then held by executive will be forfeited
to us as of such date.
If we terminate executives employment other than for Cause, death
or disability, other than by notice of nonrenewal, or if
executive resigns for Good Reason (as defined below), executive
will receive the following benefits: (i) payment of any accrued
compensation and any unpaid bonus for the prior year, as well as
rights to indemnification and directors and officers liability
insurance and any rights or privilege otherwise required by law;
(ii) we will continue to pay his or her base salary and benefits
for a period of nine months following the effective date of the
termination of employment; (iii) payment on a prorated basis for
any target bonus for the year of termination based on the actual
achievement of the specified bonus objectives; (iv) if executive
timely elects continued health insurance coverage under COBRA,
then we will pay the premium to continue such coverage for him or
her and his or her eligible dependents in an amount equal to the
portion paid for by us during executives employment until the
conclusion of the time when he or she is receiving continuation
of base salary payments or until he or she becomes eligible for
group health insurance coverage under another employers plan,
whichever occurs first, provided however that we have the right
to terminate such payment of COBRA premiums on behalf of
executive and instead pay him or her a lump sum amount equal to
the COBRA premium times the number of months remaining in the
specified period if we determine in our discretion that continued
payment of the COBRA premiums is or may be discriminatory under
Section 105(h) of the Internal Revenue Code of 1986, as amended;
and (v) all unvested time-based stock options held by executive
that are scheduled to vest on or before the next succeeding
anniversary of the date of termination shall be accelerated and
deemed to have vested as of the termination date. The separation
benefits set forth above are conditioned upon executive executing
a release of claims against us, our parents, subsidiaries and
affiliates and each such entities officers, directors, employees,
agents, successors and assigns in a form acceptable to us, within
a time specified therein, which release is not revoked within any
time period allowed for revocation under applicable law.
If we terminate executive without Cause or if executive resigns
for Good Reason within 24 months after a change in control (as
defined in our 2013 Stock Incentive Plan), executive will receive
the following benefits: (i) payment of any accrued compensation,
as well as rights to indemnification and directors and officers
liability insurance and any rights or privilege otherwise
required by law; (ii) we will continue to pay his or her base
salary and full target bonus for a period of nine months
following the effective date of the termination of employment;
(iii) payment on a prorated basis for any partial bonus earned by
executive based on the actual achievement of the specified bonus
objectives; (iv) if executive timely elects continued health
insurance coverage under COBRA, then we will pay the entire
premium necessary to continue such coverage for him or her and
his or her eligible dependents until the conclusion of the time
when he or she is receiving continuation of base salary payments
or until he or she becomes eligible for group health insurance
coverage under another employers plan, whichever occurs first,
provided however that we have the right to terminate such payment
of COBRA premiums on behalf of executive and instead pay him or
her a lump sum amount equal to the COBRA premium times the number
of months remaining in the specified period if we determine in
our discretion that continued payment of the COBRA premiums is or
may be discriminatory under Section 105(h) of the Internal
Revenue Code of 1986, as amended; and (v) all unvested stock
options held by executive shall be accelerated and deemed to have
vested as of the termination date and all options that have
vested (including upon such acceleration) will remain exercisable
until the earlier of 12 months following such termination or the
expiration date of the respective options. The separation
benefits set forth above are conditioned upon executive executing
a release of claims against us, our parents, subsidiaries and
affiliates and each such entities officers, directors, employees,
agents, successors and assigns in a form acceptable to us, within
a time specified therein, which release is not revoked within any
time period allowed for revocation under applicable law.
For purposes of the agreement, Cause is defined as: (i) the
willful failure, disregard or refusal by executive to perform his
or her material duties or obligations under the agreement (other
than as a result of executives mental incapacity or illness, as
confirmed by medical evidence provided by a physician selected by
us) that is not cured, to the extent subject to cure, by
executive to our reasonable satisfaction within 30 days after we
gave written notice thereof to executive; (ii) any willful,
intentional or grossly negligent act by executive having the
effect of materially injuring (whether financially or otherwise)
our business or reputation or any of our affiliates; (iii)
executives conviction of any felony involving moral turpitude
(including entry of a guilty or nolo contendere plea); (iv)
executives qualification as a bad actor, as defined by 17 CFR
230.506(a); (v) the good faith determination by the Board, after
a reasonable and good-faith investigation by us that executive
engaged in some form of harassment or discrimination prohibited
by law (including, without limitation, harassment on the basis of
age, sex or race) unless executives actions were specifically
directed by the Board; (vi) any material misappropriation or
embezzlement by executive of our property or our affiliates
(whether or not a misdemeanor or felony); or (vii) material
breach by executive of the agreement that is not cured, to the
extent subject to cure, by executive to our reasonable
satisfaction within 30 days after we gave written notice thereof
to executive.
For purposes of the agreement, Good Reason is defined as: (i) any
material breach of the agreement by us; (ii) any material
diminution by us of executives duties, responsibilities, or
authority; (iii) a material reduction in executives annual base
salary unless all officers and/or members of our executive
management team experience an equal or greater percentage
reduction in annual base salary and/or total compensation; (iv) a
required relocation of the primary place of performance of
executives duties to a location more than 50 miles from our
current location in Bedminster, New Jersey, provided that a
change in the location of the primary place of performance of
executives duties will not constitute Good Reason if such change
occurs prior to a change in control and we only require executive
to physically work at that new location two days or less per
workweek and provide reimbursement of executives reasonable
travel expenses in commuting to such new location; or (v) a
material reduction in executives target bonus level unless all
officers and/or members of our executive management team
experience an equal or greater percentage reduction related to
target bonus levels.
If executive terminates his or her employment by written notice
of termination or if executive or we terminate his or her
employment by providing a notice of nonrenewal at least 90 days
before the agreement is set to expire, executive will not be
entitled to receive any payments or benefits other than any
accrued compensation, any unpaid prior years bonus, rights to
indemnification and directors and officers liability insurance
and as otherwise required by law.
If executives employment is terminated as a result of his or her
death or disability, we will pay him or her or his or her estate,
as applicable, any accrued compensation.
During the term of each agreement and the 12-month period
immediately following executives separation from employment for
any reason, executive is prohibited from engaging in any business
involving the development or commercialization of a preventive
anti-infective product that would be a direct competitor of
Neutrolin or a product containing taurolidine or any other
product being actively developed or produced by us within the
United States and the European Union on the date of termination
of his or her employment.
There are no family relationships between either of Mr. Cook or
Dr. Abrams and any other director or executive officer of ours or
any person nominated or chosen by us to become a director or
executive officer of ours. There are no transactions with us in
which either of Mr. Cook or Dr. Abrams has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
The description of Mr. Cooks and Dr. Abramss employment
agreements provided above are qualified in their entirety by
reference to the full and complete terms of each agreement, which
we intend to file as exhibits to our Annual Report on Form 10-K
for the year ended December 31, 2016.
A copy of the press release announcing the appointment of Mr.
Cook and Dr. Abrams is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits

Exhibit No.
Description
99.1
Press release dated as of February 1, 2017.


About CORMEDIX INC. (NYSEMKT:CRMD)

CorMedix Inc. is a commercial pharmaceutical and medical device company. The Company in-licenses, develops and commercializes prophylactic and therapeutic products for the prevention and treatment of infectious and inflammatory diseases. The Company has in-licensed the rights to develop and commercialize its product candidate, CRMD003 (Neutrolin), which addresses market opportunities in the instances in which a central venous catheter is used, such as hemodialysis, intensive care units, oncology, and patients receiving total parenteral nutrition, intravenous (IV) hydration, and/or IV medications. Neutrolin is an anti-infective solution for the prevention of catheter-related infections and thrombosis in the central venous catheter markets, such as dialysis, critical care and oncology. Neutrolin is a broad-spectrum antimicrobial/antifungal and anticoagulant combination that is active against common microbes, including antibiotic-resistant strains, and may prevent biofilm formation.

CORMEDIX INC. (NYSEMKT:CRMD) Recent Trading Information

CORMEDIX INC. (NYSEMKT:CRMD) closed its last trading session 00.00 at 1.66 with 96,102 shares trading hands.