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

Each of Elliott Associates, Elliott International and EICA may be deemed to beneficially own shares of Common Stock underlying certain securities currently convertible or exercisable, as the case may be, as of the date hereof. Such securities contain restrictions on exercise and conversion, as the case may be, such that they may not be exercised or converted if the number of shares of Common Stock to be issued pursuant to such exercise or conversion would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (“Section 13(d)”)) in excess of 9.99% of all of the Common Stock outstanding at such time (the “Ownership Limitation”).  Elliott Associates, 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 Associates’, Elliott International’s and EICA’s, as applicable, aggregate beneficial ownership to exceed or remain above the Ownership Limitation.

Item 5(c) is hereby amended and restated in its entirety to read as follows:

Item 6 is hereby amended to add the following:

Elliott, through Manchester, owns 640,000 Tranche 1 Warrants exercisable for 480,000 shares of Common Stock at $1.05 per share that expire five (5) years from the exercise date contained therein.

Elliott International, owns 1,360,001 Tranche 1 Warrants exercisable for 1,020,001 shares of Common Stock at $1.05 per share that expire five (5) years from the exercise date contained therein.

Elliott, through Manchester, owns 640,000 Tranche 2 Warrants exercisable for 480,000 shares of Common Stock at $0.75 per share that expire thirteen (13) months from the exercise date contained therein.

Elliott International, owns 1,360,001 Tranche 2 Warrants exercisable for 1,020,001 shares of Common Stock at $0.75 per share that expire thirteen (13) months from the exercise date contained therein.

Each of the securities described in this Item 6 are subject to the Ownership Limitation.  Elliott Associates, 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 Associates’, Elliott International’s and EICA’s, as applicable, aggregate beneficial ownership to exceed or remain above the Ownership Limitation.

In connection with the Company’s Offering described in the Prospectus Supplement (the “Offering”), Manchester partially exercised its participation rights pursuant to the previously disclosed Consent and Exchange Agreement dated September 15, 2014, between Manchester and the Company. Notwithstanding Manchester’s partial participation, Manchester will continue to have the right to acquire (no later than May 4, 2017) up to the full amount of securities that Manchester would have been permitted to acquire in the Offering had Manchester elected to exercise its full participation rights in the Offering.

On February 17, 2015, Elliott, Elliott International and EICA entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit to the initial Schedule 13D and is incorporated herein by reference.

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:

Schedule 1 – Transactions of the Reporting Persons Effected During the Past 60 Days