13D Filing: Elliott Associates, L.P. and Cormedix Inc. (CRMD)

Upon the consummation of the transactions contemplated Backstop Agreement, Elliott will own one 2017 Warrant exercisable for up to approximately 303,145  shares of Common Stock, subject to adjustment, at $0.001 per share and that expires three (3) years from the exercise date contained therein and Elliott International will own one 2017 Warrant exercisable for up to approximately 644,183 shares of Common Stock, subject to adjustment,  at $0.001 per share and that expires three (3) years from the exercise date contained therein. The terms and conditions of the 2017 Warrant are qualified in their entirety by reference to the full text of the form of such document,  which is attached as Exhibit 99.15 hereto and is incorporated herein by reference.

Elliott has agreed to purchase 640 shares of Series F Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”) for $1,000 per share.  Elliott International has agreed to purchase 1,360 shares of Series F Preferred Stock for $1,000 per share.  The terms and conditions of the Series F Preferred Stock are qualified in their entirety by reference to the Certificate of Designations of the Series F Preferred Stock, which is attached as Exhibit 99.17 hereto and is incorporated herein by reference.

Each of the securities described in this Item 6 are subject to the Ownership Limitation (as described in Item 5 above).  Elliott, Elliott International and EICA  each disclaims beneficial ownership of any and all shares of Common Stock issuable upon any conversion or exercise, as the case may be, of such securities if such conversion would cause Elliott’s, Elliott International’s and EICA’s, as applicable, aggregate beneficial ownership to exceed or remain above the Ownership Limitation.

Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

Exhibit 99.13 – Securities Purchase Agreement, dated November 9, 2017, between CorMedix Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2017)

Exhibit 99.14 – Backstop Agreement, dated November 9, 2017, between CorMedix Inc. and the investors named therein (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2017)

Exhibit 99.15 – Form of 2017 Warrant (incorporated by reference to Exhibit 4.15 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2017)

Exhibit 99.16 – Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2017)

Exhibit 99.17 – Certificate of Designation of Series F Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on November 9, 2017 (incorporated by reference to Exhibit 3.15 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 13, 2017)