☒  Definitive Proxy Statement

CorMedix Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒  No fee required.

☐  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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☐  Fee paid previously with preliminary materials. ☐  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

1.	To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock from 82,000,000 shares to 162,000,000 shares and to increase the number of authorized shares of common stock from 80,000,000 shares to 160,000,000 shares; and
2.	To approve an adjournment of the special meeting, if necessary, to solicit, additional proxies if there are not sufficient votes in favor of Proposal No. 1.

Q:	Who may vote at the meeting?

A:

The Board of Directors has set June 23, 2017 as the record date for the meeting. If you owned shares of our common stock at the close of business on June 23, 2017, you may attend and vote at the meeting. Each stockholder is entitled to one vote for each share of common stock held on all matters to be voted on. As of June 23, 2017, there were 59,340,139 shares of our common stock outstanding and entitled to vote at the meeting. Our outstanding Series C-2, C-3, D and E preferred stock is non-voting and therefore has no voting rights at the special meeting.

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:	If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered, with respect to those shares, a “stockholder of record.” If you are a stockholder of record, we have sent the proxy materials to you directly.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. In that case, the proxy materials has been forwarded to you by your broker, bank, or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record on how to vote your shares by using the voting instruction card you receive.

Q:	What is the quorum requirement for the meeting?

A:	A majority of our outstanding shares of capital stock entitled to vote as of the record date must be present at the meeting in order for us to hold the meeting and conduct business. This is called a quorum. Your shares will be counted as present at the meeting if you:

●	are present and entitled to vote in person at the meeting; or

●	properly submitted a proxy card or voter instruction card in advance of or at the meeting.

If you are present in person or by proxy at the meeting, but abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote. The proposals listed in this proxy statement identify the votes needed to approve or ratify the proposed actions.

Q:	What proposals will be voted on at the meeting?

A:	The proposals to be voted on at the meeting are as follows:

1.	To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock from 82,000,000 shares to 162,000,000 shares and to increase the number of authorized shares of common stock from 80,000,000 shares to 160,000,000 shares; and
2.	To approve an adjournment of the special meeting, if necessary, to solicit, additional proxies if there are not sufficient votes in favor of Proposal No. 1.

	We will also consider any other business that properly comes before the meeting. As of the record date, we are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly brought before the meeting, the persons named in the enclosed proxy card or voter instruction card will vote the shares they represent using their best judgment.
Q:	How may I vote my shares in person at the meeting?

A:

If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to vote in person at the meeting. You will need to present a form of personal photo identification in order to be admitted to the meeting. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the meeting. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from your broker, nominee, or trustee that holds your shares, giving you the right to vote the shares at the meeting.

Q:	How can I vote my shares without attending the meeting?

A:

Whether you hold shares directly as a registered stockholder of record or beneficially in street name, you may vote without attending the meeting. If your common stock is held by a broker, bank or other nominee, they should send you instructions that you must follow in order to have your shares voted. If you hold shares in your own name, you may vote by proxy in any one of the following ways:

●	Via the Internet on the secured website https://www.proxyvote.com and following the voting instructions on that website;
●	Via telephone by calling 1-800-690-6903 in the United States and outside the United States and following the recorded instructions; or
●	By completing, dating, signing and returning the proxy card included in these proxy materials.
	The Internet and telephone voting procedures are designed to authenticate stockholders’ identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the Internet or telephone must be completed by 11:59 p.m. Eastern Time on July 30, 2017. Of course, you can always come to the meeting and vote your shares in person. If you submit or return a proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board of Directors.

Q:	How can I change my vote after submitting it?

●	Filing a written notice of revocation bearing a later date than the proxy with our Corporate Secretary either before the meeting at 1430 U.S. Highway 206, Suite 200, Bedminster, New Jersey 07921, or at the meeting , at 1545 U.S. Highway 206, First Floor, Bedminster, New Jersey 07921;

●

Duly executing a later-dated proxy relating to the same shares and delivering it to our Corporate Secretary either before the meeting at 1430 U.S. Highway 206, Suite 200, Bedminster, New Jersey 07921, or at the meeting and before the taking of the vote, at 1545 U.S. Highway 206, First Floor, Bedminster, New Jersey 07921; or

●	Attending the meeting and voting in person (although attendance at the meeting will not in and of itself constitute a revocation of a proxy).

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker, or other holder of record. You may also vote in person at the meeting if you obtain a legal proxy from them as described in the answer to a previous question.

Q:	Where can I find the voting results of the meeting?

A:	We will announce the voting results at the special meeting. We will publish the results in a Form 8-K filed with the SEC within four business days of the special meeting.

●

The vote on the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of capital stock from 82,000,000 shares to 162,000,000 shares and to increase the number of authorized shares of common stock from 80,000,000 shares to 160,000,000 shares requires the affirmative vote of a majority of the shares outstanding and able to vote at the meeting. Abstentions will effectively be a vote against this proposal.

●

The vote on the adjournment of the special meeting requires the affirmative vote of a majority of the shares represented and able to vote at the meeting. Abstentions will have no effect on this proposal.

With respect to “routine” matters, such as the amendment to the Certificate of Incorporation and the proposal to adjourn, a bank, brokerage firm, or other nominee has the authority (but is not required) under the rules governing self-regulatory organizations, or SRO rules, including the NYSE MKT, on which our common stock is listed, to vote its clients’ shares if the clients do not provide instructions. When a bank, brokerage firm, or other nominee votes its clients’ shares on routine matters without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the meeting and in determining the number of shares voted FOR, AGAINST or ABSTAINING with respect to such routine matters. In summary, if you do not vote your proxy, your bank, brokerage firm, or other nominee may either cast a vote or leave your shares unvoted altogether.

We do not currently have a sufficient number of authorized shares of common stock to cover the shares issuable upon exercise of the warrants issued in the offering. As a result, before any warrants can become exercisable, we need to receive stockholder approval of an amendment to our Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to increase the number of authorized shares of common stock, as recommended in this proxy statement. The warrants will be exercisable on any day on or after the date that we publicly announce through the filing of a Current Report on Form 8-K that the Charter Amendment has been approved by our stockholders and has become effective (the “Exercisable Date”).  Therefore, the longer the Charter Amendment remains unapproved, the longer the warrants will be exercisable should the Charter Amendment ultimately be approved. In the event our stockholders do not approve the Charter Amendment, the warrants will not be exercisable. As agreed with the underwriter, until we receive approval of the Charter Amendment, we cannot sell any shares of common stock or securities convertible into common stock.

 

We have called the special meeting to consider the Charter Amendment because the Charter Amendment as originally proposed was not approved at our 2017 Annual Meeting of Stockholders that was held on June 12, 2017. We intend to continue to seek stockholder approval of the Charter Amendment until such approval is received due to the need for future financing to fund our operations.

If the proposed amendment of our Certificate of Incorporation is approved, the number of authorized shares of capital stock will be increased from 82,000,000 shares to 162,000,000 shares and the number of authorized shares of common stock of our Company will be increased from 80,000,000 to 160,000,000. Of the 160,000,000 shares of authorized common stock, 80,000,000 is either outstanding or reserved for issuance as of the date of this proxy statement and an additional 29,046,110 shares will be reserved for issuance upon exercise of the warrants issued in the May 2017 financing. Therefore, of the proposed increase in authorized shares, approximately 51,000,000 shares will be available for issuance in the future.

●	each person known by us to own beneficially more than 5% of the outstanding shares of our common stock;

●	each director;

●	each of our executive officers; and

●	all of our directors and executive officers as a group.

Name and Address of Beneficial Owner	Common Stock Beneficially Owned (1)
	Shares	%
5% or Greater Stockholders
Elliott Associates, L.P. (2)	5,928,080	9.9%
Sabby Management, LLC (3)	5,133,332	8.7%
CVI Investments, Inc. (4)	3,800,000	6.4
Directors and Named Executive Officers:
Khoso Baluch (5)	85,000	*
Janet M. Dillione (6)	168,303	*
Michael W. George (7)	195,000	*
Myron Kaplan (8)	100,000	*
Taunia Markvicka (9)	207,100	*
Robert Cook (10)	50,000	*
Judith Abrams	-0-	--
John Armstrong (11)	195,008	*
All executive officers and directors as a group (8 persons) (12)	1,000,411	1.8%

* Less than 1%

	(1)	Based upon 59,340,139 shares of our common stock outstanding on June 23, 2017 and, with respect to each individual holder, rights to acquire our common stock exercisable within 60 days of June 23, 2017.

	(2)	Due to the Ownership Limitation (as defined below), Elliott Associates, L.P. (“Elliott Associates”) may be deemed the beneficial owner of 5,928,080 shares of our common stock through securities held by it and by Manchester Securities Corp., a wholly-owned subsidiary of Elliott Associates (“Manchester”), and Elliott International, L.P. (“Elliott International”), the investment advisor of which is an affiliate of the investment advisor of Elliott Associates. Notwithstanding the above, Elliott Associates beneficially holds: (i) 1,311,234 shares of our common stock held by Manchester, (ii) 2,754,990 shares of our common stock held by Elliott International, (iii) 2010 warrants held by Manchester exercisable for 390,720 shares of our common stock, (iv) May 2013 warrants exercisable for 500,000 shares of our common stock, (v) 52,500 shares of our Series C-2 non-voting convertible preferred stock convertible into 525,000 shares of our common stock, (vi) October 2013 warrants exercisable for 262,500 shares of our common stock, (vii) 97,500 shares of our Series C-2 non-voting convertible preferred stock held by Elliott International convertible into 975,000 shares of our common stock, (viii) October 2013 warrants held by Elliott International exercisable for 487,500 shares of our common stock, (ix) 73,962 shares of our Series D non-voting convertible preferred stock held by Manchester convertible into 1,479,240 shares of our common stock, (x) 89,623 shares of our Series E non-voting convertible preferred stock held by Manchester convertible into 1,959,759 shares of our common stock, (xi) May 2017 warrants held by Manchester exercisable for 1,280,000 shares of our common stock, and (xii) May 2017 warrants held by Elliott International exercisable for 2,720,002 shares of our common stock (the May 2013 warrants, the October 2013 warrants and the May 2017 warrants shall collectively be referred to herein as the “Convertible Securities”). However, in accordance with Rule 13d-4 under the Exchange Act, the number of shares of our common stock into which the Convertible Securities are convertible or exercisable, as applicable, are limited pursuant to the terms of the Convertible Securities to that number of shares of our common stock which would result in Elliott Associates having aggregate beneficial ownership of, with respect to the May 2013 warrants, the October 2013 warrants, the May 2017 warrants, the Series C-2 preferred stock, the Series D preferred stock and the Series E preferred stock, 9.99% of the total issued and outstanding shares of our common stock (the "Ownership Limitation"). Elliott Associates disclaims beneficial ownership of any and all shares of our common stock issuable upon any conversion or exercise of the Convertible Securities if such conversion or exercise would cause Elliott Associates’ aggregate beneficial ownership to exceed or remain above the applicable Ownership Limitation (as is currently the case). Therefore, Elliott Associates disclaims beneficial ownership of any shares of our common stock, issuable upon any conversion or exercise of the May 2013 warrants, the October 2013 warrants, the May 2017 warrants, the Series C-2 preferred stock, the Series D preferred stock and the Series E preferred stock, which conversion of exercise would be prohibited by the Ownership Limitation. The business address of Elliott Associates is 40 West 57th Street, 30th Floor, New York, New York 10019. Based solely on information contained in a Schedule 13D filed with the SEC on May 3, 2017 by Elliott Associates and other information known to us.

	(3)	Consists of (i) 2,566,666 shares of our common stock, and (ii) 2,566,666 shares of our common stock issuable upon the exercise of warrants. The business address of Sabby Management is 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 07458. Based solely on information contained in a Schedule 13D filed with the SEC on May 3, 2017 by Sabby Management, LLC and other information known to us.
	(4)	Consists of (i) 1,900,000 shares of our common stock and (ii) 1,900,000 shares of our common stock issuable upon the exercise of warrants. The business address of CVI Investments, Inc. is P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands. Based solely on information contained in a Schedule 13D filed with the SEC on May 8, 2017 by CVI Investments, Inc. and other information known to us.
	(5)	Consists of 85,000 shares of our common stock.

(6)

Consists of (i) 39,969 shares of our common stock, and (ii) 128,334 shares of our common stock issuable upon the exercise of stock options. Does not include an aggregate of 35,269 shares of our common stock that were deferred as director fee compensation and that are not issuable until after the individual’s cessation of service with our Board.

(7)

Consists of (i) 10,000 shares of our common stock and (ii) 185,000 shares of our common stock issuable upon exercise of stock options. Does not include an aggregate of 42,598 shares of our common stock that were deferred as director fee compensation and that are not issuable until after the individual’s cessation of service with our Board.

(8)

Consists of (i) 50,000 shares of our common stock, and (ii) 50,000 shares of our common stock issuable upon exercise of stock options.

	(9)	Consists of (i) 37,100 shares of our common stock, and (ii) 170,000 shares of our common stock issuable upon the exercise of stock options.
	(10)	Consists of 50,000 shares of our common stock.
	(11)	Consists of 195,008 shares of our common stock issuable upon exercise of stock options.

(12)	Consists of (i) the following held by our directors and executive officers (A) 272,069 shares of our common stock, and (B) 728,342 shares of our common stock issuable upon exercise of stock options, as referenced in footnotes 5 through 11.

Subsequent to June 23, 2017, on June 26, 2017, Mehmood Khan, M.D., and Steven W. Lefkowitz were elected to our Board and Michael George and Taunia Markvicka resigned as directors. In addition, Gary Gelbfish, M.D., a shareholder, was appointed by our largest shareholder Elliott Management as an observer to our Board of Directors. The appointment was made pursuant to a letter agreement, dated March 3, 2015, between us and Manchester, an affiliate of Elliott Management, which letter agreement was entered into as part of the backstop financing made available to us by Manchester in March 2015.  Mr. Lefkowitz beneficially owns an aggregate of 185,720 shares of our common stock (including shares held by his wife, his minor son and his business’s money purchase plan) as well as warrants to purchase an aggregate of 37,500 shares of our common stock (including warrants held by his business’s money purchase plan).

	CORMEDIX INC.
	By:__________________________________________
	Name:  Khoso Baluch
	Title:  Chief Executive Officer