false
0001410098
0001410098
2025-08-28
2025-08-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
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):
August 28, 2025
CorMedix Inc.
(Exact name of Registrant as Specified in Its
Charter)
| Delaware |
|
001-34473 |
|
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) |
Registrant’s Telephone Number, Including
Area Code: (908)-517-9500
(Former Name or Former Address, if Changed Since
Last Report)
Not Applicable
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:
| ☐ |
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(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 par value 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. ☐
Introductory Note
On August 29, 2025 (the “Closing
Date”), CorMedix Inc., a Delaware corporation (the “Company,” “CorMedix,” “we,” “our”
and “us”) completed its previously announced merger with Melinta Therapeutics, LLC, a Delaware limited liability company (“Melinta”).
Pursuant to that certain Agreement and Plan of Merger, dated August 7, 2025 (the “Merger Agreement”), by and between the Company,
Melinta, Coriander BidCo LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”),
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 (the “Members’ Representative”), Merger Sub merged with and into Melinta, with Melinta
surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).
Item 1.01. Entry into a Material Definitive Agreement.
Contingent Payment Agreement
On the Closing Date, the Company,
Melinta, Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P. (the “Consenting Melinta Members”)
and the Members’ Representative entered into a contingent payment agreement (the “Contingent Payment Agreement”), pursuant
to which, in connection with the Merger Agreement and as part of the Merger Consideration payable to the Consenting Melinta Members, the
Company will make certain payments to the Contingent Payment Holders (as defined in the Contingent Payment Agreement) as described below.
The Contingent Payment Agreement
provides for milestone and net sales based payments. Upon the issuance of the U.S. Food and Drug Administration (“FDA”) marketing
approval of (a) the product known as REZZAYOTM (rezafungin) as of the date hereof or as may be modified thereafter, or (b)
any product that contains the active ingredient rezafungin, for the prevention or prophylaxis of invasive fungal infections in adult patients
undergoing allogeneic stem cell blood and marrow transplant or the regulatory equivalent on or prior to June 30, 2029, the Company shall
pay, in cash or common shares, par value $0.001 per share, of the Company (“Common Stock”) at the Company’s election,
to the Contingent Payment Holders the following payments:
| |
(i) |
if the FDA-approved labeling includes candida, $20 million; |
| |
(ii) |
if the FDA-approved labeling includes aspergillus, $2.5 million; and |
| |
(iii) |
if the FDA-approved labeling includes pneumocystis, $2.5 million. |
Further, the Contingent Payment
Agreement provides that the Company will pay to the Contingent Payment Holders tiered royalties on REZZAYOTM (rezafungin) U.S.
net sales and low-single-digit royalties on MINOCIN® (minocycline) U.S. net sales.
The foregoing description
of the Contingent Payment Agreement and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety
by reference to the full text of the Contingent Payment Agreement, which is attached as Exhibit 10.1 and is incorporated herein by reference.
Registration Rights Agreement
On the Closing Date, the Company
and the Consenting Melinta Members entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant
to which, among other things, the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended
(the “Securities Act”), the Merger Shares. One third of the Merger Shares are subject to a 60-day lock-up, and one third of
Merger Shares are subject to a 120-day lock-up.
The foregoing description
of the Registration Rights Agreement and the transactions contemplated thereby is not intended to be complete and is qualified in its
entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 10.2 and is incorporated herein
by reference.
Item 2.01. Completion of Acquisition
or Disposition of Assets.
The information contained
above under the Introductory Note and Item 1.01, to the extent required by Item 2.01 of Form 8-K, is hereby incorporated by reference
herein.
Under the terms and subject
to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), the Company
(i) paid to the Melinta equityholders (including the Consenting Melinta Members) an aggregate of $260 million in cash (subject
to adjustment for the Aggregate Exercise Price, Estimated Company Cash, Estimated Company Debt, Estimated Working Capital as compared
to the Working Capital Target, and Estimated Transaction Expenses (each as defined in the Merger Agreement)), and (ii) to the Consenting
Melinta Members an aggregate of $40 million worth of common shares, par value $0.001 per share, of the Company (the “Merger Shares”).
Additionally, the Consenting Melinta Members are eligible to receive certain contingent payments pursuant to the terms of the Merger Agreement,
the Contingent Payment Agreement (as defined and described above). The cash consideration was funded by a combination of the Company’s
existing cash on hand and a $150 million convertible notes offering.
The foregoing description
of the Merger Agreement and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety by reference
to the full text of the Merger Agreement, which is attached as Exhibit 2.1 and is incorporated herein by reference.
Item 3.02. Unregistered Sale of Securities.
The information contained
above under Introductory Note, Item 1.01 and 2.01, to the extent required by Item 3.02 of Form 8-K, is hereby incorporated by reference
herein. The offer and sale of the securities issued to the Consenting Melinta Members pursuant to the Merger, any securities issuable
pursuant to the Contingent Payment Agreement (including any shares of Common Stock) are being made in reliance on the exemption afforded
by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue sky” laws. The securities
issued in the Merger and issuable pursuant to the Contingent Payment Agreement, (including any shares of Common Stock) have not been registered
under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the
Securities and Exchange Commission (the “SEC”) or an applicable exemption from the registration requirements. The issuance
and sale of the securities issued in the Merger did not involve a public offering and was made without general solicitation or general
advertising.
Neither this Current Report
on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other
securities of the Company.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company announced today
that Susan Blum, Elizabeth Hurlburt and Matthew David (each, an “Executive”)have been appointed to serve as the Company’s
Chief Financial Officer, Chief Operating Officer and Chief Business Officer, respectively, each effective as of the Closing Date. In their
previous roles, Ms. Blum served as the Chief Financial Officer of Melinta, Ms. Hurlburt as EVP, Chief Clinical Strategy and Operations
Officer of the Company, and Dr. David as Chief Financial Officer of the Company. Effective as of the Closing Date, Dr. David ceased
to serve, and Ms. Blum commenced serving, as the Company’s principal financial officer.
Ms. Blum was previously the
Chief Financial Officer of Melinta. Ms. Blum joined Melinta in 2016 as the company’s Controller and then served as Vice President
of Finance & Chief Accounting Officer prior to being appointed to the Chief Financial Officer position in 2021. Prior to joining Melinta,
Ms. Blum served as Corporate Controller at Textura Corporation from 2013 to 2016, supporting the company’s IPO and transformation
into a publicly-traded organization. Ms. Blum also served in leadership roles at Orbitz Worldwide, Inc. (NYSE: OWW) from 2011 to 2013
and at Facet Biotech Corporation and PDL BioPharma, Inc. (Nasdaq: PDLI) from 2004 to 2010, where she was responsible for such functions
as external reporting and related compliance, technical accounting and internal controls over financial reporting. Ms. Blum has served
as a director of BiomX Inc. since April 2024. Ms. Blum began her career in public accounting at Ernst & Young, where she spent nearly
seven years working with a diverse client base ranging from large, public international engagements to development-stage enterprises.
Ms. Blum is a Certified Public Accountant, currently serves as a member of the BioNJ Cybersecurity Committee and holds a B.S. in Business
Commerce from Santa Clara University.
There are no arrangements
or understandings between Mses. Blum or Hurlburt or Dr. David and any other person pursuant to which Mses. Blum or Hurlburt or Dr. David
were selected as officers, and there are no family relationships between Mses. Blum or Hurlburt or Dr. David and any of the Company’s
directors or executive officers. None of Mses. Blum or Hurlburt or Dr. David have any direct or indirect material interest in any transaction
or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
The Company entered into employment
agreements with each of Mses. Blum (entered into on August 28, 2025) and Hurlburt (entered into on August 29, 2025) and Dr.
David (entered into on August 31, 2025) that will govern the terms of their employment (collectively, the “Executive Employment
Agreements”) from and after the Closing Date. Pursuant to the terms of the Executive Employment Agreements, Mses. Blum and
Hurlburt and Dr. David are entitled to receive an annual base salary of $488,000, $500,000, and $423,833, respectively, and each
will be eligible for a target annual bonus equal to 45% of their base salary, based upon the achievement of corporate objectives for the
Company as a whole for such fiscal year (except with respect to Ms. Blum’s bonus in respect of the 2025 fiscal year, which
will be equal to 45% of her base salary with two-thirds deemed achieved at target level performance and the remaining one-third based
on the achievement of corporate objectives). Further, the Company will grant Ms. Blum restricted stock units covering a number of shares
of Common Stock with a value of $1,000,000 (determined based on the closing price of the Company’s Common Stock on the trading day
immediately preceding the Closing Date), which will vest in equal annual installments over four years, subject to continued employment.
Mses. Blum and Hurlburt and Dr. David will be eligible for additional equity awards commencing in 2026.
Pursuant to the Executive
Employment Agreements, upon a termination by the Company other than for Cause (as defined in the Executive Employment Agreements) (other
than as a result of death or disability), or by the Executive for Good Reason (as defined in the Executive Employment Agreements), the
Executive will, subject to execution of a general release of claims, be entitled to (i) continuation of base salary for a period
of nine months, (ii) payment of a prorated annual bonus for the year of termination based on the actual achievement of the specified
bonus objectives (except with respect to Ms. Blum, in the event her employment is terminated prior to January 1, 2026, she will
receive payment of her full annual bonus in respect of fiscal year 2025, in lieu of such prorated bonus), (iii) subsidized COBRA
premiums for up to nine months, (iv) one year of additional time vesting of any then-outstanding equity awards (or, if such termination
occurs within twenty-four months following a Corporate Transaction (as defined in the Company’s 2019 Omnibus Stock Incentive Plan),
full vesting of all then-outstanding equity awards), and (v) any then-unpaid bonus in respect of service during the year preceding
the year of termination.
The Executive Employment Agreements
also contain customary confidentiality and non-disparagement covenants and non-competition and non-solicitation of employees and customers
covenants that apply during employment and for a period of twelve months following any termination of employment.
The foregoing description
of the Executive Employment Agreements is qualified in its entirety by reference to the full text of each of the Executive Employment
Agreements, which are attached as Exhibits 10.3, 10.4 and 10.5, respectively, hereto and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On September 2, 2025, the
Company issued a press release announcing the completion of the Merger and announcing the appointment of Susan Blum, Elizabeth Hurlburt
and Matthew David as the Company’s Chief Financial Officer, Chief Operating Officer and Chief Business Officer, respectively. Pursuant
to Regulation FD, a copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference
herein.
The information in this Item
7.01 not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description of Exhibit |
| |
|
|
| 2.1* |
|
Agreement and Plan of Merger, dated as of August 7, 2025, by and among CorMedix Inc., Melinta Therapeutics, LLC, Coriander BidCo, LLC and Deerfield Private Design Fund IV, L.P., solely in its capacity as representative, agent and attorney-in-fact of the Company Members (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 7, 2025) |
| 10.1* |
|
Contingent Payment Agreement, dated August 29, 2025, by and among Deerfield Private Design Fund IV, L.P., Deerfield Private Design Fund III, L.P., CorMedix Inc., a Delaware corporation, Melinta Therapeutics, LLC, and Deerfield Private Design Fund IV, L.P., a Delaware limited partnership, solely in its capacity as representative |
| 10.2 |
|
Registration Rights Agreement, dated August 29, 2025, by and among CorMedix Inc., Deerfield Private Design Fund IV, L.P., Deerfield Private Design Fund III, L.P. and each other Holder (as defined in the Registration Rights Agreement) |
| 10.3 |
|
Employment Agreement by and between CorMedix, Inc. and Susan Blum, dated August 28, 2025 |
| 10.4 |
|
Employment Agreement by and between CorMedix, Inc. and Elizabeth Hurlburt, dated August 29, 2025 |
| 10.5 |
|
Employment Agreement by and between CorMedix, Inc. and Matthew David, dated August 31, 2025 |
| 99.1 |
|
Press Release, dated September 2, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. |
SIGNATURES
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 thereunto duly authorized.
| |
CorMedix Inc. |
| |
|
|
| Date: September 2, 2025 |
By: |
/s/ Joseph Todisco |
| |
|
Joseph Todisco |
| |
|
Chief Executive Officer |
- 5 -
