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Delaware
(State
or other jurisdiction of incorporation or organization)
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20-5894890
(I.R.S.
Employer
Identification
No.)
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745
Rt. 202-206, Suite 303
Bridgewater,
NJ 08807
(Address
of Principal Executive Offices) (Zip Code)
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Amended
and Restated 2006 Stock Incentive Plan
(Full
title of the plan)
John
C. Houghton
President
and Chief Executive Officer
CorMedix
Inc.
745
Rt. 202-206, Suite 303
Bridgewater,
NJ 08807
(908)
517-9500
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(Name,
Address, and Telephone Number of Agent for Service)
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Copy
to:
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Yehuda
Markovits, Esq.
Olshan
Grundman Frome Rosenzweig & Wolosky LLP
Park
Avenue Tower
65
East 55th
Street
New
York, NY 10022-1106
(212)
451-2300
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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(Do
not check if a smaller reporting company)
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Title
of Each Class of
Securities
to be Registered
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Amount
to be Registered(1)
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Proposed
Maximum Offering Price Per Share
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Common
stock, par value $0.001 per share
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637,173
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$1.40
(2)
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$892,043
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$63.61
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Common
stock, par value $0.001 per share
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1,662,827
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$3.15
(3)
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$5,237,906
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$373.47
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TOTAL
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2,300,000
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$6,129,949
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$437.08
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(1)
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Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement also registers such indeterminate
number of additional shares of common stock of the Registrant that may be
offered pursuant to the anti-dilution provisions set forth in the Amended
and Restated 2006 Stock Incentive Plan (the “2006
Plan”).
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(2)
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Estimated
solely for the purposes of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act, based on the average of the high and
low prices of the common stock of the Registrant as reported on NYSE Amex
on November 8, 2010.
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(3)
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Estimated
solely for the purposes of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act, based on a weighted average of the
exercise prices of outstanding options previously granted under the 2006
Plan.
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1.
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Our
prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act, on March 26, 2010,
relating to the registration statement on Form S-1, as amended
(Registration No. 333-163380), which contains our audited financial
statements for the latest fiscal year for which such statements have been
filed;
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2.
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010,
filed with the Commission on May 11,
2010;
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3.
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010,
filed with the Commission on August 12,
2010;
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4.
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Our
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2010, filed with the Commission on November 9,
2010;
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5.
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Our
Current Reports on Form 8-K filed with the Commission on April 21, 2010,
May 7, 2010, June 25, 2010, June 30, 2010 and November 4, 2010;
and
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6.
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The
description of our common stock contained in our Registration Statement on
Form 8-A (Registration No. 001-34673) filed with the Commission on March
19, 2010, including any amendments or reports filed for the purpose of
updating such description.
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Exhibit
No.
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Description
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4.1
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Form
of Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.3 to the Registration Statement on Form S-1/A
(File No. 333-163380), filed with the Commission on March 1,
2010)
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4.2
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Form
of Amended and Restated By-laws (incorporated
by reference to Exhibit 3.4 to the Registration Statement on Form S-1/A
(File No. 333-163380), filed with the Commission on March 1,
2010)
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4.3
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Amended
and Restated 2006 Stock Incentive Plan (incorporated by reference to
Exhibit 10.8 to the Registration Statement on Form S-1/A (File No.
333-163380), filed with the Commission on March 1,
2010)
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5.1
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Opinion
of Olshan Grundman Frome Rosenzweig & Wolosky LLP*
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23.1
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Consent
of J.H. Cohn LLP*
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23.2
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Consent
of Olshan Grundman Frome Rosenzweig & Wolosky LLP (included in its
opinion filed as Exhibit 5.1)*
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24.1
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Powers
of Attorney (included on the signature page to this Registration
Statement)*
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i)
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to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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to
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration
statement;
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(iii)
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to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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(2)
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That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(b)
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The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(h)
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Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
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CORMEDIX
INC.
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By:
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/s/
John C. Houghton
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Name:
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John
C. Houghton
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Title:
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President
and Chief Executive Officer
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Signature
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Title
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Date
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/s/
Russell H. Ellison
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Chairman
of the Board
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November
9, 2010
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Russell
H. Ellison
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/s/
John C. Houghton
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President
and Chief Executive Officer
(Principal
Executive Officer)
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November
9, 2010
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John
C. Houghton
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/s/
Brian Lenz
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Chief
Financial Officer
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November
9, 2010
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Brian
Lenz
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(Principal
Financial and Accounting Officer)
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/s/
Richard M. Cohen
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Director
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November
9, 2010
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Richard
M. Cohen
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/s/
Gary A. Gelbfish
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Director
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November
9, 2010
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Gary
A. Gelbfish
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Director
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Bamdad
Bastani
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/s/
Antony E. Pfaffle
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Director
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November
9, 2010
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Antony
E. Pfaffle
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/s/
Timothy Hofer
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Director
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November
9, 2010
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Timothy
Hofer
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Exhibit
No.
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Description
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4.1
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Form
of Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.3 to the Registration Statement on Form S-1/A
(File No. 333-163380), filed with the SEC on March 1,
2010)
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4.2
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Form
of Amended and Restated By-laws (incorporated
by reference to Exhibit 3.4 to the Registration Statement on Form S-1/A
(File No. 333-163380), filed with the SEC on March 1,
2010)
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4.3
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Amended
and Restated 2006 Stock Incentive Plan (incorporated by reference to
Exhibit 10.8 to the Registration Statement on Form S-1/A (File No.
333-163380), filed with the SEC on March 1, 2010)
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5.1
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Opinion
of Olshan Grundman Frome Rosenzweig & Wolosky LLP*
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23.1
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Consent
of J.H. Cohn LLP*
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23.2
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Consent
of Olshan Grundman Frome Rosenzweig & Wolosky LLP (included in its
opinion filed as Exhibit 5.1)*
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24.1
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Powers
of Attorney (included on the signature page to this Registration
Statement)*
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