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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Amendment
No. 1
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 29, 2025
CorMedix
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-34673 |
|
20-5894890 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
300
Connell Drive, Suite 4200
Berkely
Heights, NJ
07922
(Address
of principal executive offices) (Zip Code)
(908)
517-9500
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
CRMD |
|
Nasdaq
Global Select Market |
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. ☐
Explanatory
Note
On
September 2, 2025, CorMedix Inc., a Delaware corporation (“the Company”) filed a Current Report on Form 8-K with the Securities
and Exchange Commission (the “Original 8-K”), which reported that on August 29, 2025, the Company completed the acquisition
of Melinta Therapeutics, LLC (“Melinta”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”),
dated as of August 7, 2025, by and between the Company, Melinta, Coriander BidCo LLC, a Delaware limited liability company and a wholly
owned subsidiary of the Company, and Deerfield Private Design Fund IV, L.P., a Delaware limited partnership, solely in its capacity as
representative, agent and attorney-in-fact of the Melinta equityholders. This first amendment to the Original 8-K (“Amendment No.
1”) is being filed for the purpose of satisfying the Company’s undertaking to file the consolidated financial statements
and pro forma financial statements required by Item 9.01 of Form 8-K. This Amendment No. 1 should be read in conjunction with the Original
8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K.
Item 9.01
Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired
The
audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 of Melinta and unaudited condensed
consolidated financial statements for the six-month period ended June 30, 2025 are attached as Exhibits 99.2 and 99.3, respectively,
to this Form 8-K/A and incorporated herein by reference. Such financial statements of the Company were prepared in accordance with accounting
principles generally accepted in the United States of America.
(b)
Pro Forma Financial Information
The
unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2024 and the unaudited pro forma
condensed combined financial information as of and for the six months ended June 30, 2025, related to the Company’s acquisition
of Melinta are attached as Exhibits 99.4 to this Form 8-K/A and incorporated herein by reference.
(d)
Exhibits
| Exhibit No. |
|
Description |
| |
|
| 23.1 |
|
Consent of EisnerAmper LLP. |
| |
|
| 99.2 |
|
Audited Consolidated Financial Statements of Melinta as of and for the fiscal years ended December 31, 2024 and 2023. |
| |
|
| 99.3 |
|
Unaudited Consolidated Financial Statements of Melinta as of and for the six months ended June 30, 2025. |
| |
|
| 99.4 |
|
Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended December 31, 2024 and the six months ended June 30, 2025. |
| |
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference
to such company and its subsidiaries.
| |
CorMedix
Inc. |
| |
|
|
| Date:
September 30, 2025 |
By: |
/s/
Joseph Todisco |
| |
Name: |
Joseph
Todisco |
| |
Title: |
Chief
Executive Officer |
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