Cormedix SEC Filings

CorMedix Inc. (CRMD) reported a profitable quarter and closed a transformative acquisition. Q3 2025 revenue was $104.3 million, driven by $101.5 million in product sales and $2.7 million in contract revenue. Gross profit reached $93.1 million and income from operations was $51.3 million. A tax benefit of $56.0 million contributed to net income of $108.6 million (basic EPS $1.42; diluted $1.26).

On August 29, 2025, CorMedix acquired Melinta, adding six marketed anti-infectives plus TOPROL‑XL and recording $390.0 million of intangible assets and $17.5 million of goodwill. Year‑to‑date, revenue was $183.1 million with net income of $149.0 million and operating cash flow of $80.6 million. To help fund the deal, the company issued $150.0 million 4.00% Convertible Senior Notes due 2030 and recognized $95.9 million of contingent consideration at fair value. Cash and cash equivalents were $48.5 million, stockholders’ equity was $374.1 million, and total assets were $750.9 million. Shares outstanding were 78,789,045 as of November 10, 2025.

CorMedix Inc. (CRMD) furnished an update on its business by announcing financial results for the quarter ended September 30, 2025. The company disclosed the results through a press release attached as Exhibit 99.1.

The information was provided under Item 2.02 and is being treated as “furnished,” not “filed,” which means it is not subject to Section 18 of the Exchange Act nor incorporated by reference unless specifically stated.

CorMedix Inc. (CRMD) director reported an open‑market purchase of 25,000 shares of common stock on 10/23/2025 at a weighted average price of $11.02 (transactions ranged from $11.01 to $11.03), coded “P” for purchase.

Following the transaction, the reporting person beneficially owns 201,034 shares directly. The filing also lists 20,000 shares held indirectly by a spouse and 10,000 shares held indirectly as spouse acting as guardian for grandchildren; beneficial ownership of these indirect holdings is disclaimed.

CorMedix Inc. called a virtual special meeting on November 10, 2025 to seek stockholder approvals on five items affecting capital structure, equity incentives, and governance.

Proposal 1 asks stockholders to approve the “Exchange Cap Removal” under Nasdaq Rule 5635(a), permitting issuances above the 19.99% cap tied to the Company’s $150,000,000 convertible senior notes due 2030, the Melinta merger consideration, and potential contingent payments. The filing notes 3,323,833 Merger Shares were issued at closing, a current cap of 14,922,333 shares, a maximum of 14,479,035 shares upon note conversion if the cap is removed, and a request to approve up to 3,000,000 shares for contingent payments.

Proposal 2 seeks to amend the 2019 Omnibus Stock Incentive Plan to add 4,312,000 shares, increasing the plan reserve to 12,472,000 shares. Proposal 3 requests ratification under DGCL Section 204 of amendments to certificates of designation for preferred stock. Proposal 4 would amend the Certificate of Incorporation to allow preferred holders to vote on amendments relating solely to their series. Proposal 5 permits adjournment to solicit additional proxies if needed.

CorMedix Inc. (CRMD) amended its preliminary proxy for a virtual Special Meeting now set for November 10, 2025. The Amended Proxy adds two proposals and updates related materials, including naming a proxy solicitor.

Stockholders will vote on: (1) Exchange Cap Removal under Nasdaq Rule 5635(a) to permit issuances above the 19.99% cap tied to the Company’s $150,000,000 convertible senior notes due 2030 and its Melinta merger consideration; (2) an amendment to the 2019 Omnibus Plan to increase the share reserve by 4,312,000 (from 8,160,000 to 12,472,000); (3) ratification of certain preferred stock Certificate of Designation amendments under DGCL Section 204; (4) a charter amendment allowing preferred holders to vote on amendments relating solely to outstanding preferred series; and (5) adjournment, if needed.

For Proposal 1, the Company states 3,323,833 Merger Shares were issued at closing and seeks approval to permit up to 14,479,035 shares upon note conversion (per Indenture terms) and to issue up to 3,000,000 shares for potential contingent milestone consideration, with any excess consideration payable in cash.

CorMedix, Inc. (CRMD) filed an S-3ASR prospectus registering up to 6,323,833 shares of common stock to be sold by existing selling securityholders rather than by the company. The selling holders include Deerfield Private Design Fund IV, L.P. and Deerfield Private Design Fund III, L.P., with Fund IV accounting for up to 4,853,542 shares (consisting of 2,551,042 merger-issued shares and up to 2,302,500 milestone shares) and Fund III accounting for up to 1,470,291 shares (consisting of 772,791 merger-issued shares and up to 697,500 milestone shares). Milestone shares are issuable under a contingent purchase agreement and will be valued using the five-day volume weighted average price on NASDAQ preceding each milestone date through June 30, 2029. The prospectus states the company will receive no proceeds from these sales and lists $140,000 of legal fees and expenses. The company's common stock trades on the Nasdaq Global Market under the symbol CRMD.

CorMedix, Inc. (CRMD) filed a shelf registration on Form S-3ASR to allow selling securityholders to offer up to 6,323,833 shares of common stock. The company will not receive proceeds from these sales. Principal selling holders include Deerfield Private Design Fund IV, L.P. and Deerfield Private Design Fund III, L.P., with detailed allocations showing 2,551,042 and 772,791 shares issued under the Merger Agreement, plus potential 2,302,500 and 697,500 milestone shares issuable under a contingent purchase agreement (CPA) through June 30, 2029. Shares for milestones will be valued using the five-day VWAP before each milestone date. The prospectus references risk factors and incorporates the companyForm 10-K for fiscal 2024 filed March 25, 2025. A listed legal fees line item shows $140,000.