Blueprint
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): September 1, 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 September 1,
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 2,850,000 shares of our common
stock at an exercise price of $0.75, with an expiration date of
September 10, 2018. We issued 712,500 shares of common stock to the
Investor in exchange for the warrants to purchase up to an
aggregate of 2,850,000 shares of common stock. The closing of the
warrant exchange is anticipated to take place on September 5, 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.
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:
September 5,
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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