CRMD closes $150M private placement of convertible senior notes

Rhea-AI Filing Summary

CorMedix Inc. completed its previously announced private placement of $150,000,000 aggregate principal amount of convertible senior notes due 2030, issued in reliance on Section 4(a)(2) of the Securities Act. The company entered into an indenture with U.S. Bank Trust Company, National Association, as trustee, and the indenture and form of note are filed as Exhibits 4.1 and 4.2.

The notes bear a stated rate reflected in the form of the notes as 4.00% and have an initial conversion rate of 74.2515 shares per $1,000 principal amount $13.47 per share implied by that rate). The notes and any common stock issuable upon conversion have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption.

Positive

• Raised $150,000,000 in aggregate principal amount through the private placement, providing substantial additional capital
• Convertible structure with 4.00% stated rate (as reflected in the form of the notes), which defines fixed cash interest obligations
• Initial conversion rate disclosed at 74.2515 shares per $1,000 principal amount (explicit conversion mechanics available in filed exhibits)

Negative

• Notes and conversion shares are unregistered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption
• Private placement indicates the securities were sold without public offering, which may limit immediacy of market liquidity for the instruments
• Convertible feature creates potential for future share issuance upon conversion, which may affect outstanding share count (conversion terms are set)

Insights

Financial Analyst

TL;DR: CorMedix raised $150M via 4.00% convertible notes; provides capital but creates convertible share overhang.

The company completed a material financing through a private placement of convertible senior notes, bringing in $150.0 million of proceeds under an indenture with U.S. Bank Trust Company, N.A. The notes are structured with an initial conversion rate of 74.2515 shares per $1,000, implying an approximate conversion reference of $13.47 per share. The financing is exempt under Section 4(a)(2), and neither the notes nor the shares issuable upon conversion are registered under the Securities Act. From a capital-structure perspective, this transaction is impactful for liquidity and creates potential future share issuance if conversions occur; the explicit coupon and conversion terms are documented in Exhibits 4.1 and 4.2.

Corporate Finance Expert

TL;DR: Material financing secured with clear terms; the convertible structure balances cash interest costs and potential equity dilution.

The offering delivers $150 million of financing via convertible senior notes due 2030, with the form of the notes showing a 4.00% rate and an initial conversion rate of 74.2515 shares per $1,000. The company established an indenture and trustee, and filed the related documents as exhibits. The placement was completed privately under Section 4(a)(2), and conversion shares are currently unregistered, which preserves regulatory constraints until registration or exemption. This transaction is material to the company’s funding profile and will be a key factor in future capitalization and dilution scenarios.

false 0001410098 0001410098 2025-08-12 2025-08-12 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 12, 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)

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 12, 2025, CorMedix Inc. (the “Company”) completed its previously announced offering of $150,000,000 aggregate principal amount of its convertible senior notes due 2030 (the “Notes”) in a private placement, exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Further information about the Notes (including the terms thereof) is contained in the Company’s Current Report on Form 8-K, dated August 7, 2025, which is incorporated herein by reference. In connection with the closing, the Company entered into an indenture, dated August 12, 2025, with U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), governing the Notes. The initial conversion rate for the Notes was set at the time of closing and is equal to 74.2515 shares of Common Stock per $1,000 principal amount of Notes. The foregoing summary and description of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture and the Form of Note, which are filed as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and are incorporated by reference herein.

Item 3.02. Unregistered Sale of Securities.

The information contained above under Item 1.01, to the extent required by Item 3.02 of Form 8-K, is hereby incorporated by reference herein. The offer and sale of the Notes was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and corresponding provisions of state securities or “blue sky” laws. The Notes, and the shares of the Company’s common stock (“Common Stock”) issuable upon conversion of the Notes, 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 or an applicable exemption from the registration requirements. The issuance and sale of the Notes 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, the Notes or other securities of the Company.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
4.1		Indenture, dated as of August 12, 2025, by and between CorMedix Inc. and U.S. Bank Trust Company, National Association.
4.2		Form of 4.00% Convertible Senior Notes due 2030 of CorMedix Inc. (included in Exhibit 4.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: August 12, 2025	By:	/s/ Joseph Todisco
		Joseph Todisco
		Chief Executive Officer

FAQ

What did CorMedix (CRMD) announce in this 8-K filing?

The company completed a private placement of $150,000,000 aggregate principal amount of convertible senior notes due 2030 and entered into an indenture with U.S. Bank Trust Company, N.A.

What are the key financial terms of the notes issued by CRMD?

The form of the notes shows a stated rate of 4.00% and an initial conversion rate of 74.2515 shares per $1,000 principal amount $13.47 per share implied by that rate).

Were the notes registered under the Securities Act?

No. The notes and the common stock issuable upon conversion have not been registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption.

How was the offering conducted for CRMD's convertible notes?

The offering was completed as a private placement in reliance on Section 4(a)(2) of the Securities Act, without general solicitation or advertising.

Where can investors find the detailed terms of the indenture and the notes?

The full text of the indenture and the form of the notes are filed as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by reference in the filing.