SEC Form 4 · accession 0001654954-17-011653
CorMedix Inc. · CRMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary A. Gelbfish
Director
Period of report
Dec 12, 2017
Accepted (ET)
Dec 14, 2017 · 4:12 pm EST
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 shareF1 | Dec 12, 2017 | P | 52,083 | $0.48 | A | 2,101,121 | D | |
| Common Stock, $0.001 par value per shareF2 | holding | — | — | — | 14,000 | I | Landmark Foundation |
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 Common Stock)F3 | $0.37 | holding | — | — | — | — | Aug 3, 2027 | Common Stock, $0.001 par value per share | 75,000 | 75,000 | D |
| Series C-3 Non-Voting Convertible Preferred StockF4 | — | holding | — | — | — | Jan 8, 2014 | — | Common Stock, $0.001 par value per share | 500,000 | 50,000 | D |
| Warrant (Right to Purchase Common Stock) | $0.90 | holding | — | — | — | Jan 8, 2015 | Jan 8, 2020 | Common Stock, $0.001 par value per share | 250,000 | 250,000 | D |
| Series A Common Stock WarrantF5 | $0.75 | holding | — | — | — | — | — | Common Stock, $0.001 par value per share | 1,000,000 | 1,000,000 | D |
| Series B Common Stock WarrantF6 | $1.05 | holding | — | — | — | — | — | Common Stock, $0.001 par value per share | 1,000,000 | 1,000,000 | D |
Explanation of responses
- F1Purchase was contracted on November 17, 2017, but not closed until December 12, 2017.
- F2Held by Landmark Foundation, of which Dr. Gelbfish and his wife are trustees.
- F3These options vest as follows: 1/3 on August 3, 2017, an additional 1/3 on August 3, 2018, and the remaining 1/3 on August 3, 2019.
- F4The conversion ratio is equal to the stated value of $10.00 divided by the conversion price of $1.00. The Series C-3 Non-Voting Convertible Preferred Stock is perpetual.
- F5The Series A Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant shall be exercisable for a period of thirteen months from the Initial Exercise Date.
- F6The Series B Common Stock warrant is exercisable any time after the Company publicly announces through the filing of a Current Report on Form 8-K that the Company has received Stockholder Approval and the amendment to the Company's Certificate of Incorporation has become effective (the "Initial Exercise Date"). The warrant shall be exercisable for a period of five years from the Initial Exercise Date.