SEC Form 4 · accession 0001354488-16-008167
CorMedix Inc. · CRMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randy Milby
Officer — Chief Executive Officer · Director
Period of report
Aug 10, 2016
Accepted (ET)
Aug 10, 2016 · 4:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001410098
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par value per share | Aug 9, 2016 | M | 100,000 | $0.68 | A | 157,026 | D | |
| Common Stock, $0.001 par value per shareF1 | Aug 9, 2016 | M | 50,000 | $0.29 | A | 246,243 | I | MW Bridges LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F6 | $0.68 | Aug 9, 2016 | M | 100,000 | D | — | Dec 5, 2022 | Common Stock, $0.001 par value per share | 100,000 | 0 | D |
| Stock Option (right to buy)F1,F7 | $0.29 | Aug 9, 2016 | M | 50,000 | D | — | May 14, 2022 | Common Stock, $0.001 par value per share | 50,000 | 0 | I |
| Stock Option (right to buy)F2 | $2.02 | holding | — | — | — | — | Jan 9, 2024 | Common Stock, $0.001 par value per share | 100,000 | 100,000 | D |
| Series C-3 Non-Voting Convertible Preferred StockF3 | $1.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value per share | 237,000 | 237,000 | D |
| Warrant (right to purchase Common Stock)F3 | $1.25 | holding | — | — | — | Jan 8, 2015 | Jan 8, 2020 | Common Stock, $0.001 par value per share | 118,500 | 118,500 | D |
| Series C-3 Non-Voting Convertible Preferred StockF4,F1 | $1.00 | holding | — | — | — | — | — | Common Stock, $0.001 par value per share | 13,000 | 13,000 | I |
| Warrant (right to purchase Common Stock)F4,F1 | $1.25 | holding | — | — | — | Jan 8, 2015 | Jan 8, 2020 | Common Stock, $0.001 par value per share | 6,500 | 6,500 | I |
| Stock Option (right to buy)F5 | $0.90 | holding | — | — | — | — | Mar 20, 2023 | Common Stock, $0.001 par value per share | 437,500 | 437,500 | D |
| Warrant (right to purchase Common Stock)F1 | $0.40 | holding | — | — | — | Sep 20, 2012 | Sep 20, 2017 | Common Stock, $0.001 par value per share | 62,500 | 62,500 | I |
| Stock Option (right to buy)F8 | $5.00 | holding | — | — | — | — | Feb 24, 2025 | Common Stock, $0.001 par value per share | 75,000 | 75,000 | D |
Explanation of responses
- F1The reporting person beneficially owns these securities through his ownership interest in MW Bridges LLC (an entity through which he has voting and investment control).
- F2The option vested 100% on January 10, 2014.
- F3On January 8, 2014, the reporting person acquired in a private placement (i) 23,700 shares of the Company's Series C-3 Non-Voting Convertible Prefered Stock, each share is convertible into 10 shares of the Common Stock, $0.001 par value per share at a conversion price of $1.00 per share; and (ii) a five-year warrant to purchase Common Stock at an exercise price of $1.25 per share. The Series C-3 Preferred Stock and the warrants were purchased together at a purchase price of $10.00 per share for each share of Series C-3 Preferred Stock.
- F4On January 8, 2014, the reporting person, through his ownership in MW Bridges LLC (an entity through which he has voting and investment control), acquired in a private placement (i) 1,300 shares of the Company's Series C-3 Non-Voting Convertible Preferred Stock, each share is convertible into 10 shares of the Common Stock, $0.001 par value per share at a conversion price of $1.00 per share; and (ii) a five-year warrant to purchase Common Stock at an exercise price of $1.25 per share. The Series C-3 Preferred Stock and the warrants were purchased together at a purchase price of $10.00 per share for each share of Series C-3 Preferred Stock.
- F5The original grant of 500,000 options were to vest based on performance milestones running through December 31, 2014, pursuant to which 62,500 were forfeited for failure to meet all of the vesting requirements.
- F6These options vested as follows: (a) fifty percent (50%) on the date of issuance of the CE Mark certification for Neutrolin in Europe, which occurred on July 5, 2013, and (b) fifty percent (50%) on December 31, 2013.
- F7These options vested 100% upon receipt of CE Mark approval for the Company's Neutrolin product candidate on July 5, 2013.
- F8These options were granted on February 24, 2015, and vested immediately.