Blueprint
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 27, 2016
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CORMEDIX
INC.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34673
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20-5894890
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(State
or Other Jurisdictionof Incorporation)
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(CommissionFile
Number)
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(IRS
EmployerIdentification No.)
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1430
U.S. Highway 206, Suite 200, Bedminster, NJ
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07921
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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
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(Former
Name or Former Address, If Changed Since Last Report)
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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))
Item 8.01.
Other Events.
As
previously reported, on July 7, 2015,
a putative class action lawsuit was commenced against our company
and certain of our current and former officers in the United States
District Court for the District of New Jersey, captioned
Li v. Cormedix
Inc., et al., Case
3:15-cv-05264 (the “Securities Class Action”). On
September 4, 2015, two individuals, Shahm Martini and Paul Chretien
(the “Martini Group”), filed a Motion to Appoint Lead
Plaintiff. On that same date, another individual, Elaine Wood,
filed a competing Motion to Appoint Lead Plaintiff. On September
18, 2015, the Martini Group withdrew its motion. Thereafter, on
September 22, 2015, the Court appointed Elaine Wood as Lead
Plaintiff and, on October 2, 2015, appointed the Rosen Law Firm as
Lead Counsel.
On
December 1, 2015, Lead Plaintiff filed an Amended Complaint
asserting claims that our company and Steven Lefkowitz, Randy Milby
and Harry O’Grady (the “Cormedix Defendants”)
violated Section 10(b) of the Exchange Act and Rule 10b-5
promulgated thereunder and Section 20(a) of the Exchange Act. The
Amended Complaint also names as defendants several unrelated
entities that allegedly were paid stock promoters. Lead Plaintiff
alleges generally that the Cormedix Defendants made materially
false or misleading statements and omissions concerning, among
other things, the competitive landscape for our Neutrolin product
and the alleged use of stock promoters. The Amended Complaint
seeks unspecified damages, interest, attorneys’ fees, and
other costs.
On
February 1, 2016, the Cormedix Defendants filed a motion to dismiss
all claims asserted against them in the Amended Complaint on the
grounds, among others, that the Amended Complaint fails to
adequately allege: (1) material misstatements or omissions; (2)
scienter by any of the Cormedix Defendants; or (3) loss causation.
The Court heard oral argument on this motion on July 18, 2016 and
took the matter under advisement.
In
an order dated October 27, 2016, the Court granted the Cormedix
Defendants’ Motion to Dismiss and dismissed with prejudice
the Amended Complaint. We intend to continue to vigorously defend
this case.
On May 13, 2016, a putative shareholder derivative
action was filed in the Superior Court of New Jersey against the
Company and certain present and former directors and officers
captioned Raval v. Milby, et.
al., Docket No. C-12034-6 (the
“Derivative Action”). The factual allegations of the
Derivative Action substantially overlap the factual allegations
contained in the Amended Complaint in the Securities Class Action.
The plaintiff purports to assert claims against the individual
defendants on behalf of the Company for breach of fiduciary duty,
unjust enrichment, abuse of control, gross mismanagement and waste
of corporate assets. The complaint in the Derivative Action seeks
unspecified damages, interest, attorneys’ fees and other
costs, and certain amendments to the Company’s
“corporate governance and internal procedures”. On June
30, 2016, the Court entered a stipulated order, among other things,
staying the Derivative Action until 30 days after either: (a) the
entry of any order denying any motion to dismiss the Derivative
Action in the Securities Class Action, or (b) the entry of a final
order dismissing the Securities Class Action with
prejudice.
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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Date:
November 3, 2016
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CORMEDIX
INC.
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/s/
Khoso
Baluch
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Name: |
Khoso
Baluch
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Title: |
Chief Executive
Officer |
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