As filed with the Securities and Exchange Commission on October 26, 2022
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CORMEDIX INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 20-5894890 |
(State of other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
CorMedix Inc.
300 Connell Drive, Suite 4200
Berkeley Heights, NJ 07922
(Address of principal executive offices) (Zip code)
Amended and Restated 2019 Omnibus Stock Incentive Plan
(Full title of the plan)
Phoebe Mounts, Esq.
Executive Vice President and General Counsel
CorMedix Inc.
300 Connell Drive, Suite 4200
Berkeley Heights, NJ 07922
(Name and address for agent for service)
(908) 517-9500
(Telephone number, including area code, of agent for service)
Copies to:
Steven A. Navarro
Bryan S. Keighery
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Act. (Check one):
| | Large accelerated filer | ☐ | Accelerated filer ☐ | |
| | Non-accelerated filer | ☒ | Smaller reporting company ☒ | |
| | | | 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 7(a)(2)(B) of the Securities Act. ☐
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the registration of an additional 4,800,000 shares (the “Shares”) of common stock, $0.001 par value per share, of CorMedix Inc. (the “Registrant”). The Shares are securities of the same class and related to the same employee benefit plan, the Amended and Restated 2019 Omnibus Stock Plan, as amended and restated on October 13, 2022, as those registered pursuant to the Registrants registration statement on Form S-8, previously filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2010, December 13, 2013, August 7, 2016 and December 17, 2019. In accordance with General Instruction E of Form S-8, the contents of the Registrant’s registration statements on Form S-8 (file numbers 333-170498, 333-192840, 333-212430 and 333-235556) filed with the SEC on November 9, 2010, December 13, 2013, August 7, 2016 and December 17, 2019, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
Item 8. Exhibits
A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes the signature page hereto and is incorporated herein by reference.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Berkeley Heights, State of New Jersey, on the 26th day of October 2022.
| | CORMEDIX INC. |
| | |
| | By: | /s/ Joseph Todisco |
| | | Joseph Todisco |
| | | Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Joseph Todisco and Phoebe Mounts, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
/s/ Joseph Todisco | | Director and Chief Executive Officer (Principal Executive Officer) | | October 26, 2022 |
| Joseph Todisco | | |
| /s/ Matthew T. David | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | October 26, 2022 |
| Matthew T. David | | | |
/s/ Myron Kaplan | | Director and Chairman of the Board | | October 26, 2022 |
| Myron Kaplan | | | | |
/s/ Paulo F. Costa | | Director | | October 26, 2022 |
| Paulo F. Costa | | | | |
/s/ Janet Dillione | | Director | | October 26, 2022 |
| Janet Dillione | | | | |
/s/ Gregory Duncan | | Director | | October 26, 2022 |
| Gregory Duncan | | | | |
/s/ Alan W. Dunton | | Director | | October 26, 2022 |
| Alan W. Dunton | | | | |
/s/ Steven Lefkowitz | | Director | | October 26, 2022 |
| Steven Lefkowitz | | | | |
II-2
