Current Report Filing (8-k)
03 November 2020 - 8:31AM
Edgar (US Regulatory)
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):
October 30, 2020
CORMEDIX INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-34673
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20-5894890
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(State of other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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400 Connell Drive, Suite 5000
Berkeley Heights, NJ
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07922
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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
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value
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CRMD
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NYSE American LLC
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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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2020, the Board of Directors (the “Board”)
of CorMedix Inc. (the “Company”) appointed Greg Duncan as a director, effective November 2, 2020, to serve until the
Company’s next annual meeting of stockholders or until his respective successor is duly elected and qualified. Mr. Duncan
will replace Dr. Mehmood Khan, who is stepping down from the Board, effective October 30, 2020, due to policies in place with his
new role within an investment organization. Dr. Khan’s resignation was not the result of any disagreement with the Company.
Mr. Duncan currently serves as the Chairman and CEO of Virios Therapeutics,
a clinical-stage biopharmaceutical company developing and commercializing innovative antiviral therapies to treat diseases associated
with a viral triggered abnormal immune response, such as fibromyalgia (FM). Prior to joining his current company earlier this year,
Mr. Duncan served as President and CEO of Celtaxsys, a privately held biotechnology company focused on cystic fibrosis and other
rare, inflammatory diseases.
Mr. Duncan spent the majority of his career in senior leadership
roles in commercial stage pharmaceutical companies. He served as a senior executive at UCB, including as President of its North
America business. In addition to acting on the executive committee and guiding the strategic direction for the Company’s
specialty biopharma business, Mr. Duncan was responsible for managing a multi-billion dollar global business and overseeing the
launches of multiple new products.
Prior to his roles with UCB, Mr. Duncan spent approximately 18 years
at Pfizer where he gained significant experience across sales and marketing functions including serving as SVP of US Marketing
and later as President of Pfizer’s Latin America business.
Mr. Duncan received his undergraduate degree from the State University
of New York, Albany, and earned an MBA degree from Emory University.
In connection with his services as a director, on November 2, 2020,
Mr. Duncan received an initial stock option grant to purchase 20,000 shares of the Company’s common stock, subject to one-third
vesting on the date of grant and one-third vesting on each of the first and second anniversary dates of the date of grant, and
a prorated annual grant of 2,500 options, subject to vesting monthly over a one-year period beginning on December 2, 2020. Both
sets of options are exercisable at an exercise price equal to the closing price of the Company’s common stock on November
2, 2020. Mr. Duncan will also receive cash compensation on the same basis as paid to the other non-employee members of the Board,
as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities
and Exchange Commission on March 16, 2020.
There are no arrangements or understandings between Mr. Duncan
and any other person pursuant to which he was appointed as a director of our Board and there are no related party transactions
between Mr. Duncan and the Company.
Item 8.01. Other Events.
On November 2, 2020, the Company issued a press release to report
the appointment of Mr. Duncan. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: November 2, 2020
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By:
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/s/ Khoso Baluch
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Name:
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Khoso Baluch
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Title:
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Chief Executive Officer
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false
0001410098
0001410098
2020-10-30
2020-10-30
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