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CRMD > SEC Filings for CRMD > Form 8-K on 5-Mar-2014All Recent SEC Filings

Show all filings for CORMEDIX INC.

Form 8-K for CORMEDIX INC.


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On March 4, 2014, we entered into subscription agreements with investors for the sale of an aggregate of 2,960,000 units in a registered direct offering. Each unit consists of one share of our common stock and 0.35 of a warrant, each to purchase one share of our common stock. The purchase price to be paid by the investors is $2.50 per unit. The warrants have an exercise price of $3.10 per share, are exercisable commencing six months from the date of issuance, and have a term of five years from the date of exercisability.

Roth Capital Partners, LLC ("Roth") has acted as sole placement agent in this offering. Pursuant to the terms of a placement agent agreement, we have agreed to pay Roth a placement agent fee equal to 7% of the gross proceeds of the offering.

The offering is being made pursuant to a prospectus supplement dated March 5, 2014 and an accompanying prospectus dated January 10, 2013, pursuant to our shelf registration statement on Form S-3 that became effective on January 10, 2013 (File No. 333-185737). The offering is expected to close on or about March 10, 2014, subject to the satisfaction of customary closing conditions contained in the subscription agreement. The subscription agreement contains customary representations, warranties, and agreements by us, and customary conditions to closing. The placement agent agreement contains customary indemnification obligations of our company and Roth, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties.

Copies of the form of warrant, form of subscription agreement and the placement agent agreement are attached as Exhibits 4.24, 10.37 and 10.38, respectively, and are incorporated herein by reference. The foregoing descriptions of the form of warrant, form of subscription agreement and the placement agent agreement are not complete and are qualified in their entirety by reference to Exhibits 4.24, 10.37 and Exhibit 10.38. The prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. A copy of the opinion of Wyrick Robbins Yates & Ponton LLP relating to the validity of the issuance and sale of the shares and the warrants in the offering and the issuance and sale of the shares of common stock underlying the warrants is attached as Exhibit 5.1 hereto.

A copy of the press release announcing the registered direct offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

4.24 Form of Warrant

5.1 Opinion of Wyrick Robbins Yates & Ponton LLP

10.37 Form of Subscription Agreement dated March 4, 2014, between CorMedix Inc. and the investors named therein

10.38 Placement Agent Agreement dated March 4, 2014, between CorMedix Inc. and Roth Capital Partners, LLC

99.1 Press release dated March 4, 2014

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