-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NaxrfUh9g2QiFU4o4tYg4UG/DkBYrKl2iuaL5ESlLmnnwQbXxRt49Q9z8NJRgZIH Kj7l5NZaxFjqfMIHSzUNQA== 0001487118-11-000002.txt : 20110121 0001487118-11-000002.hdr.sgml : 20110121 20110121164422 ACCESSION NUMBER: 0001487118-11-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110121 DATE AS OF CHANGE: 20110121 GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC GROUP MEMBERS: MILLENNIUM INTERNATIONAL MANAGEMENT LP GROUP MEMBERS: MILLENNIUM MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CorMedix Inc. CENTRAL INDEX KEY: 0001410098 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85411 FILM NUMBER: 11541776 BUSINESS ADDRESS: STREET 1: 745 ROUTE 202-206 STREET 2: SUITE 303 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: 908-517-9500 MAIL ADDRESS: STREET 1: 745 ROUTE 202-206 STREET 2: SUITE 303 CITY: BRIDGEWATER STATE: NJ ZIP: 08807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICS OPPORTUNITIES, LTD. CENTRAL INDEX KEY: 0001487118 IRS NUMBER: 980537566 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM INTL. MANAGEMENT LP STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM INTL. MANAGEMENT LP STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 SC 13G/A 1 crmd_13g-a1.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 1)

CORMEDIX INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

21900C100
(CUSIP Number)

DECEMBER 31, 2010
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).



                     
CUSIP No.
 
21900C100

SCHEDULE 13G

Page  
2
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 ICS Opportunities, Ltd.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 582,950
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 582,950
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 582,950
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.0%
12 TYPE OF REPORTING PERSON

 CO


                     
CUSIP No.
 
21900C100

SCHEDULE 13G

Page  
3
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Millennium International Management LP
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 582,950
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 582,950
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 582,950
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.0%
12 TYPE OF REPORTING PERSON

 
PN


                     
CUSIP No.
 
21900C100

SCHEDULE 13G

Page  
4
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Millennium International Management GP LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 582,950
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 582,950
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 582,950
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.0%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
21900C100

SCHEDULE 13G

Page  
5
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Millennium Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 582,950
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 582,950
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 582,950
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.0%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
21900C100

SCHEDULE 13G

Page  
6
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 582,950
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 582,950
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 582,950
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.0%
12
 TYPE OF REPORTING PERSON

 IN

                     
CUSIP No.
 
21900C100

 SCHEDULE 13G

Page  
7
  of   
13
 
Item 1.    
 
(a) Name of Issuer:
 
   
 
  CorMedix, Inc., a Delaware corporation (the "Issuer").
 
   
 
(b) Address of Issuer’s Principal Executive Offices:
 
   
 
 

745 Route 202-206, Suite 303
Bridgewater, New Jersey 08807

     
Item 2.
(a) Name of Person Filing:
 
(b) Address of Principal Business Office:
 
(c) Citizenship:
     
 
  ICS Opportunities, Ltd.
c/o Millennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: Cayman Islands
 
   
 
  Millennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium International Management GP LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
   
  (d) Title of Class of Securities:
common stock, par value $0.001 per share ("Common Stock")
 
  (e) CUSIP Number:
     
    21900C100


                     
CUSIP No.
 
21900C100

SCHEDULE 13G

Page  
8
  of   
13

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

                     
CUSIP No.
 
21900C100

 SCHEDULE 13G

Page  
9
  of   
13
             
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

   As of the close of business on January 20, 2011, ICS Opportunities, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 582,950 shares of the Issuer’s Common Stock (consisting of 382,950 shares of Common Stock and warrants to purchase 200,000 shares of Common Stock). Each warrant entitles the holder to purchase one share of the Issuer’s Common Stock at a price of $3.4375 per share. The warrants will expire on March 24, 2015, or earlier upon redemption.

   Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.

   Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the 100% shareholder of ICS Opportunities and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.

   Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium International Management GP and of Millennium Management. Consequently, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities.

   The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium International Management GP, Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by ICS Opportunities.

(b) Percent of Class:   

   5.0% of the Issuer’s outstanding Common Stock(see Item 4(a) above), which percentage was calculated based on 11,408,288 shares of Common Stock outstanding as of November 8, 2010, as per the Issuer’s Form 10-Q dated November 8, 2010.


                     
CUSIP No.
 
21900C100

 SCHEDULE 13G

Page  
10
  of   
13

 (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-

(ii) Shared power to vote or to direct the vote

   582,950

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   582,950

Item 5. Ownership of Five Percent or Less of a Class

   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

    Not applicable.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


                     
CUSIP No.
 
21900C100

SCHEDULE 13G

Page  
11
  of   
13

Exhibits:

Exhibit I:  Joint Filing Agreement, dated as of January 20, 2011, by and among ICS Opportunities, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.


                     
CUSIP No.
 
21900C100

SCHEDULE 13G

Page  
12
  of   
13
                     
     

SIGNATURE

             

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: January 20, 2011

ICS OPPORTUNITIES, LTD.

By: Millennium International Management LP,
       its Investment Manager

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

By: /s/ David Nolan

Name: David Nolan
Title:  Executive Vice President

 

MILLENNIUM MANAGEMENT LLC

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander



                     
CUSIP No.
 
21900C100

SCHEDULE 13G

Page  
13
  of   
13
                     
      EXHIBIT I              
                     
      JOINT FILING AGREEMENT              

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of CorMedix Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: January 20, 2011

ICS OPPORTUNITIES, LTD.

By: Millennium International Management LP,
       its Investment Manager

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

By: /s/ David Nolan

Name: David Nolan
Title:  Executive Vice President

 

MILLENNIUM MANAGEMENT LLC

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander


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