CORMEDIX INC. (NYSEMKT:CRMD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
H.C. Wainwright Co., LLC, relating to an underwritten public
offering of 16,190,697 shares of our common stock, par value
$0.001 per share, together with Series A Warrants to purchase up
to an aggregate of 12,143,022 shares of our common stock and
Series B Warrants to purchase up to an aggregate of 12,143,022
shares of our common stock, at a price to the public of $0.75 per
share and related warrants. We also granted the underwriters a
30-day option to purchase up to an additional 2,428,604
additional shares of common stock and/or Series A Warrants to
purchase up to 1,821,453 Shares and Series B Warrants to purchase
up to 1,821,453 Shares, which option was exercised in full,
resulting in the sale and issuance of a total of 18,619,301
shares of common stock, Series A Warrants to purchase up to an
aggregate of 13,964,475 shares of our common stock and Series B
Warrants to purchase up to an aggregate of 13,964,475 shares of
our common stock.
sale of shares was approximately $14.0 million, before deducting
underwriting discounts and commissions and estimated offering
expenses.
common stock and will expire five years following the Exercisable
Date. Each Series B Warrant has an exercise price of $0.75 per
share of common stock and will expire thirteen months following
the Exercisable Date.
of common stock to cover the shares issuable upon exercise of the
warrants issued in the offering. As a result, before any warrants
can become exercisable, we need to receive stockholder approval
of an amendment to our Amended and Restated Certificate of
Incorporation (the Charter Amendment) to increase the number of
authorized shares of common stock to a total of 200,000,000
shares at our next annual meeting of stockholders on June 6,
2017. The warrants will be exercisable on any day on or after the
date that we publicly announce through the filing of a Current
Report on Form 8-K that the Charter Amendment has been approved
by our stockholders and has become effective (the Exercisable
Date). In the event our stockholders do not approve the Charter
Amendment, the warrants will not be exercisable and may not have
any value. Until we receive approval of the Charter Amendment, we
cannot sell any securities.
offering, which was a firm commitment underwritten public
offering to a shelf registration statement on Form S-3 (File No.
333-203300) and a related prospectus, including the related
prospectus supplement, filed with the Securities and Exchange
Commission.
gross proceeds of the offering and also issued warrants to
purchase up to an aggregate of 1,117,157 shares of common stock,
with an exercise price of $0.9375, which represents 125% of the
public offering price per combined share and related warrants.
The underwriter warrant will expire five years following the
Exercisable Date. Other than the exercise price, the terms of the
underwriter warrant are the same as the Tranche 1 warrants.
warranties, and agreements by us, and customary conditions to
closing, indemnification obligations of our company and the
underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties, and
termination provisions.
Warrant, the form of Series B Warrant and the form of
underwriters warrant are filed herewith as Exhibits 1.1, 4.1, 4.2
and 4.3, respectively, and are incorporated herein by reference.
The prospectus relating to the offering has been filed with the
Securities and Exchange Commission.
relating to the legality of the issuance and sale of the common
stock in the offering (including the common stock underlying
the warrants) and the enforceability of the warrants is
attached as Exhibit 5.1 hereto.
related thereto does not purport to be complete and is
qualified in its entirety by reference to such Exhibits.
underwritten public offering is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated April 28, 2017 by and
among CorMedix Inc. and H.C. Wainwright Co., LLC. |
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4.1
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Form of Series A Warrant to Purchase Common Stock of
CorMedix Inc. issued on May 3, 2017. |
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4.2
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Form of Series B Warrant to Purchase Common Stock of
CorMedix Inc. issued on May 3, 2017. |
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4.3
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Form of Underwriters Warrant to Purchase Common Stock
of CorMedix Inc., issued May 3, 2017. |
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5.1
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Opinion of Wyrick Robbins Yates Ponton LLP.
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23.1
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Consent of Wyrick Robbins Yates Ponton (contained in
Exhibit 5.1). |
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99.1
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Press release dated May 3, 2017.
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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 down -0.003 at 0.570 with 421,697 shares trading hands.
