Cormedix Inc. Closes $3,000,000 Preferred Stock Offerings
The following excerpt is from the company's SEC filing
Bridgewater, New Jersey, October 23, 2013 (PRNewswire) – CorMedix Inc. (NYSE MKT: CRMD), a pharmaceutical company focused on developing and commercializing therapeutic products for the prevention and treatment of cardio-renal and infectious disease, today announced that it has closed on the sale to existing institutional investors of 150,000 shares of Series C-1 Non-Voting Convertible preferred stock and 150,000 shares of Series C-2 Non-Voting Convertible preferred stock, together with warrants to purchase up to an aggregate of 1,500,000 shares of common stock, for aggregate gross proceeds of $3,000,000. The net
proceeds of the financing will be used for general corporate purposes, including the development and commercialization of Neutrolin®, and working capital and capital expenditures. No underwriter or placement agent was used in this transaction.
CorMedix met the closing condition to the transaction that it had to receive notice from the NYSE MKT a letter saying it had regained listing compliance with Section 1003(a) (i) and Section 1003(a) (iv) of the NYSE MKT’s Company Guide. CorMedix had received notice on April 20, 2012 from the NYSE MKT informing it that CorMedix was not in compliance with Section 1003(a)(iv) of the NYSE MKT’s continued listing standards due to financial impairment. CorMedix also received notice on April 5, 2013 from the NYSE MKT informing it that CorMedix was not in compliance with Section 1003(a)(i) of the NYSE MKT’s continued listing standards due to having less than $2 million of stockholders’ equity as reported in its Form 10-K for the fiscal year ended December 31, 2012. CorMedix had been granted extensions until October 20, 2013 to regain compliance with the Sections 1003(a)(i) and 1003(a)(iv) of the NYSE MKT listing standards. Based on the closing of the offerings, and that CorMedix anticipates that stockholders’ equity on a pro forma basis as of October 17, 2013 would be approximately $2.1 million and our cash and cash equivalents would be approximately $3.7 million, CorMedix received a notice from the NYSE MKT that CorMedix has resolved the continued listing deficiencies with respect to Sections 1003(a)(i) and 1003(a)(iv) of the NYSE MKT listing standards.
As an additional condition to the closing, CorMedix simultaneously exchanged a convertible note held by one of the investors in the principal amount of $400,000 for shares of its Series D Non-Voting Convertible Preferred Stock and exchanged another convertible note held by the same investor in the principal amount of $750,000 for shares of its Series E Non-Voting Convertible Preferred Stock. The terms of the Series D and Series E Preferred Stock are designed to provide the holder of the notes exchanged with the similar economic terms of the exchanged notes, including interest, dilution and other protections.
The Series C-1 Preferred Stock (and the shares of common stock underlying the Series C-1 Stock) was offered by CorMedix pursuant to a shelf registration statement (File No. 333-185737) that was declared effective by the U.S. Securities and Exchange Commission on January 10, 2013.
The Series C-2 Preferred Stock and the warrants were sold in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof. The Series D Preferred Stock and the Series E Preferred Stock were sold in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 3(a)(9) thereof. None of the Series C-2 Preferred Stock or the warrants may be offered or sold in the United States absent registration or exemption from registration under the Securities Act and any applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of CorMedix, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
CorMedix Inc. is a development-stage pharmaceutical company that seeks to in-license, develop and commercialize therapeutic products for the prevention and treatment of cardiac, renal and infectious diseases. CorMedix’s most advanced product candidate is Neutrolin®, catheter lock solution for the prevention of catheter related bloodstream infections and maintenance of catheter patency in tunneled, cuffed, central venous catheters used for vascular access in hemodialysis patients. Please see the company’s website at www.cormedix.com for additional information.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.
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