0001013594-19-000014.txt : 20190104 0001013594-19-000014.hdr.sgml : 20190104 20190104170017 ACCESSION NUMBER: 0001013594-19-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190104 DATE AS OF CHANGE: 20190104 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85411 FILM NUMBER: 19510888 BUSINESS ADDRESS: STREET 1: 400 CONNELL DRIVE STREET 2: SUITE 5000 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 908-517-9500 MAIL ADDRESS: STREET 1: 400 CONNELL DRIVE STREET 2: SUITE 5000 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 cormedix13da-010319.htm JANUARY 4, 2019

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 7)*

CorMedix Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

21900C100

(CUSIP Number)

Stephen M. Schultz, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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 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).

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Elliott Associates, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	WC

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.	SOLE VOTING POWER

	3,592,219 (1)

8.	SHARED VOTING POWER

	0

9.	SOLE DISPOSITIVE POWER

	3,592,219 (1)

10.	SHARED DISPOSITIVE POWER

	0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,592,219 (1)

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.2% (2)

14.	TYPE OF REPORTING PERSON

	PN

(1) Includes 514,821 shares of Common Stock issuable upon the conversion or exercise, as the case may be, of certain convertible securities based on a pro-rata conversion or exercise of such securities between the Reporting Persons in accordance with the Ownership Limitation (as defined in Item 5(a)). The Reporting Person has waived its right to exercise or convert the convertible securities pursuant to the Waiver (as defined in Item 4) with respect to 514,821 of such shares of Common Stock. Also includes 1,744,000 shares of Common Stock issuable upon conversion or exercise, as the case may be, of certain convertible securities that are not subject to the Ownership Limitation or the Waiver.

(2) Calculated in accordance with the Ownership Limitation based on a pro-rata conversion or exercise between the Reporting Persons of certain convertible securities held by the Reporting Persons. See Item 5(a).

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Elliott International, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	WC

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	7,633,466 (1)

9.	SOLE DISPOSITIVE POWER

	0

10.	SHARED DISPOSITIVE POWER

	7,633,466 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,633,466 (1)

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.8% (2)

14.	TYPE OF REPORTING PERSON

	PN

(1)

Includes 1,093,995 shares of Common Stock issuable upon the conversion or exercise, as the case may be, of certain convertible securities based on a pro-rata conversion or exercise of such securities between the Reporting Persons in accordance with the Ownership Limitation (as defined in Item 5(a)). The Reporting Person has waived its right to exercise or convert the convertible securities pursuant to the Waiver (as defined in Item 4). Also includes 3,706,000 shares of Common Stock issuable upon conversion or exercise, as the case may be, of certain convertible securities that are not subject to the Ownership Limitation or the Waiver.

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Elliott International Capital Advisors Inc.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	OO

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	7,633,466 (1)

9.	SOLE DISPOSITIVE POWER

	0

10.	SHARED DISPOSITIVE POWER

	7,633,466 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,633,466 (1)

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.8% (2)

14.	TYPE OF REPORTING PERSON

	CO

(1) Includes 1,093,995 shares of Common Stock issuable upon the conversion or exercise, as the case may be, of certain convertible securities based on a pro-rata conversion or exercise of such securities between the Reporting Persons in accordance with the Ownership Limitation (as defined in Item 5(a)). EILP has waived its right to exercise or convert the convertible securities pursuant to the Waiver (as defined in Item 4). Also includes 3,706,000 shares of Common Stock issuable upon conversion or exercise, as the case may be, of certain convertible securities that are not subject to the Ownership Limitation or the Waiver.

The following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

The purchase price for the December 2018 Convertible Note (as defined in Item 4) and the December 2018 Warrant (as defined in Item 4) is to be paid from the working capital of Manchester Securities Corp, a wholly-owned subsidiary of Elliott.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On December 31, 2018, Manchester entered into a Securities Purchase Agreement with the Issuer (the “Purchase Agreement”) for the purchase and sale of a senior secured convertible note in the aggregate principal amount of $7,500,000 (the “December 2018 Convertible Note”) and a warrant to purchase up to an aggregate of 450,000 shares of the Issuer’s common stock (the “December 2018 Warrant”), for gross proceeds of $7,500,000. The terms and conditions of the Purchase Agreement are qualified in their entirety by reference to the full text of the form of such document, which is attached as Exhibit 99.8 hereto and is incorporated herein by reference. The terms and conditions of the December 2018 Convertible Note are qualified in their entirety by reference to the full text of the form of such document, which is attached as Exhibit 99.19 hereto and is incorporated herein by reference.

The December 2018 Warrant is immediately exercisable, has an exercise price of $1.50 per share, subject to adjustment in the event of stock dividends and distributions, stock splits, stock combinations, or reclassifications affecting the Common Stock, and has a term of five (5) years. The terms and conditions of the December 2018 Warrant are qualified in their entirety by reference to the full text of the form of such document, which is attached as Exhibit 99.20 hereto and is incorporated herein by reference.

On the same date, and in connection with the Purchase Agreement, the Issuer amended and restated the following warrants held by Elliott, and its affiliates to reduce the exercise price of each warrant to $0.001 per share: warrants issued in May 2013 to purchase up to an aggregate of 500,000 shares of Common Stock with a pre-amendment exercise price of $0.65 per share and an expiration date of May 30, 2019; and warrants issued in October 2013 to purchase up to an aggregate of 750,000 shares of Common Stock with a pre-amendment exercise price of $0.90 per share and an expiration date of October 22, 2019. The amendment of these warrants was previously reported by the Issuer on December 21, 2018; the amendment and restatement of these warrants simply memorializes the amendment to the respective exercise prices.

In addition, on the same date and in connection with the Purchase Agreement, the Issuer, Elliott, Elliott International and Manchester agreed to waive any rights of conversion or exercise (the “Waiver”) for all of the shares of the Issuer’s Series C-2, D, E and F preferred stock, as well as warrants to purchase an aggregate of 4,014,859 shares of the Issuer’s common stock (collectively with the shares of Series C-2, D, E and F preferred stock, the “Elliott Derivative Securities”), until the earliest to occur of (i) the effective date on which the Issuer’s Certificate of Incorporation is amended to increase the number of authorized shares of common stock, (ii) the effective date on which the Issuer effects a reverse stock split of Common Stock, (iii) one business day immediately prior to the consummation of a Fundamental Transaction (as defined in the instruments governing the applicable Elliott Derivative Securities), and (iv) April 30, 2019 (each of clauses (i)-(iv) is referred to herein as a “Waiver Trigger Date” and collectively, the “Waiver Trigger Dates”). The terms and conditions of the Waiver are qualified in their entirety by reference to the full text of the form of such document, which is attached as Exhibit 99.21 hereto and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

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

(a) As of the date hereof, Elliott, Elliott International and EICA collectively may be deemed to beneficially own 11,225,685 shares of Common Stock, including 1,608,816 shares of Common Stock issuable upon the conversion or exercise, as the case may be, of certain convertible securities constituting approximately 9.99% of the shares of Common Stock outstanding calculated in accordance with the Ownership Limitation (as defined below) and based on a pro-rata conversion or exercise of such securities between the Reporting Persons and an additional 5,450,000 shares of Common Stock that are not subject to the Ownership Limitation.

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 105,310,400 shares of Common Stock outstanding as of November 9, 2018, which is the total number of shares of Common Stock outstanding as set forth in the Issuer’s 10-Q filed on November 14, 2018.

Upon the consummation of the transactions contemplated by the Purchase Agreement, the December 2018 Convertible Note and the December 2018 Warrant, and absent the Waiver and the occurrence of any of the four Waiver Trigger Dates, Elliott may be deemed to beneficially own 3,592,219 shares of Common Stock, including 514,821 shares of Common Stock (with respect to which, pursuant to the Waiver, Elliott and or Manchester, as applicable, has agreed to waive its right to exercise or convert the related convertible securities) issuable upon the conversion or exercise, as the case may be, of certain convertible securities constituting approximately 3.20% of the shares of Common Stock outstanding, calculated in accordance with the Ownership Limitation and based on a pro-rata conversion or exercise of such securities between the Reporting Persons and 1,744,000 shares of Common Stock that are not subject to the Ownership Limitation.

Upon the consummation of the transactions contemplated by the Purchase Agreement, Elliott International may be deemed to beneficially own 7,633,466 shares of Common Stock, including 1,093,995 shares of Common Stock (with respect to which, pursuant to the Waiver, Elliott International has agreed to waive its right to exercise or convert the related convertible securities) issuable upon the conversion or exercise, as the case may be, of certain convertible securities constituting approximately 6.79% of the shares of Common Stock outstanding, calculated in accordance with the Ownership Limitation and based on a pro-rata conversion or exercise of such securities between the Reporting Persons. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 7,663,466 shares of Common Stock beneficially owned by Elliott International, constituting approximately 6.79% of the shares of Common Stock outstanding calculated in accordance with the Ownership Limitation and based on a pro-rata conversion or exercise of such securities between the Reporting Persons and 3,706,000 shares of Common Stock that are not subject to the Ownership Limitation.

Each of Elliott, 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, 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’s, Elliott International’s and EICA’s, as applicable, aggregate beneficial ownership to exceed or remain above the Ownership Limitation.

(b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.

Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(c) Except as set forth in Item 4 of this Amendment No. 7, the Reporting Persons have not effected any transactions in the securities of the Issuer reported hereunder during the past 60 days.

(d) No other person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.

No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Upon the consummation of the transactions contemplated Purchase Agreement, Manchester will own the December 2018 Warrant exercisable for up to approximately 450,000 shares of Common Stock, subject to adjustment, at $1.50 per share and that expires five (5) years from the exercise date contained therein.

Each of the securities described in this Item 6 are subject to the Ownership Limitation (as described in Item 5 above). Elliott, 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’s, Elliott International’s and EICA’s, as applicable, aggregate beneficial ownership to exceed or remain above the Ownership Limitation.

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:

Exhibit 99.18 – Securities Purchase Agreement, dated December 31, 2018 between CorMedix Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on January 3, 2019)

Exhibit 99.19 – Convertible Note, dated December 31, 2018 by CorMedix Inc. in favor of Manchester Securities Corp. (incorporated by reference to Exhibit 4.4 to the Issuer’s Current Report on Form 8-K filed with the SEC on January 3, 2019)

Exhibit 99.20 –Warrant, dated December 31, 2018 between CorMedix Inc. and Manchester Securities Corp. (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on January 3, 2019)

Exhibit 99.21 – Waiver Agreement, dated December 31, 2018, between CorMedix Inc., Manchester Securities Corp., Elliott Associates, LP and Elliott International, LP.

SIGNATURES

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 4, 2019

ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner


	By:	/s/ Elliot Greenberg
		Elliot Greenberg,
		Vice President


ELLIOTT INTERNATIONAL, L.P.
By: Hambledon, Inc., its General Partner By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact


	By:	/s/ Elliot Greenberg
		Elliot Greenberg,
		Vice President

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


By:	/s/ Elliot Greenberg
	Elliot Greenberg,
	Vice President

EX-99.1 2 cormedixex991-010319.htm WAIVER AGREEMENT

Exhibit 99.21

WAIVER AGREEMENT

This WAIVER AGREEMENT (this “Waiver Agreement”), dated as of December 31, 2018, is entered into by and among Elliott Associates, L.P., Elliott International, L.P., Manchester Securities Corp. (individually, each an “Elliott Entity” and collectively, the “Elliott Entities”) and CorMedix Inc., a Delaware corporation (the “Company”).

RECITALS

A. The Elliott Entities own the following securities of the Company: Elliott Associates, L.P. owns 52,500 shares of the Company’s Series C-2 preferred stock, 640 shares of the Company’s Series F preferred stock, October 2013 warrants to purchase 262,500 shares of the Company’s common stock, May 2017 Series B warrants to purchase 640,000 shares of the Company’s common stock, and November 2017 warrants to purchase 180,755 shares of the Company’s common stock (the “Elliott Associates Securities”); Elliott International, L.P. owns 97,500 shares of the Company’s Series C-2 preferred stock, 1,360 shares of the Company’s Series F preferred stock, October 2013 warrants to purchase 487,500 shares of the Company’s common stock, May 2017 Series B warrants to purchase 1,360,001 shares of the Company’s common stock, and November 2017 warrants to purchase 384,103 shares of the Company’s common stock (the “Elliott International Securities”); and Manchester Securities Corp. owns 73,962 shares of the Company’s Series D preferred stock, 89,623 shares of the Company’s Series E preferred stock, May 2013 warrants to purchase 500,000 shares of the Company’s common stock, and March 2015 warrants to purchase 200,000 shares of the Company’s common stock (the “Manchester Securities” and together with the Elliott Associates Securities and the Elliott International Securities, the “Elliott Derivative Securities”).

B. The Elliott Derivative Securities provide for their conversion or exercise, as the case may be, into shares of the Company’s common stock at the election of the holder of the respective Elliott Derivative Securities or, as the case may be, pursuant to the terms of the respective Elliott Derivative Securities.

C. The Company has reserved out of its authorized common stock shares of its common stock sufficient to allow for the issuance of a number of shares equal to 125% of the shares of common stock issuable upon the conversion or exercise, as applicable, of the Elliott Derivative Securities (the “Reserved Shares”) and has provided instructions for such reservation to VStock Transfer, LLC (the “Transfer Agent”) as the transfer agent for the Company’s common stock.

D. The Elliott Entities desire to agree to temporarily waive their respective conversion and exercise rights under the Elliott Derivative Securities as set forth in this Waiver Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Elliott Entity hereby agree as follows:

1. Waiver and Consent. Each Elliott Entity hereby waives all of its rights of conversion or exercise, as the case may be, under the respective Elliott Derivative Securities on a one-time basis (the “Waiver”) until the earliest to occur of (i) the effective date on which the Company’s Certificate of Incorporation is amended to increase the number of authorized shares of common stock, (ii) the effective date on which the Company effects a reverse stock split of its common stock, (iii) one business day immediately prior to the consummation of a Fundamental Transaction (as defined in the instruments governing the applicable Elliott Derivative Securities), or (iv) April 30, 2019.

2. Limitation of Waiver. For the avoidance of doubt, the waiver and consent of the Elliott Entities as set forth above shall be limited as written in the manner and to the extent described above and nothing in this Waiver Agreement shall be deemed to constitute a waiver of any Elliott Entity’s other rights under the Elliott Derivative Securities.

3. No Other Amendment. Except as expressly set forth above, all of the other terms and conditions of the Agreement shall continue in full force and effect after the execution of this Waiver Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to any of the Elliott Entities under the Elliott Derivative Securities.

4. Acknowledgement. The Company hereby acknowledges and agrees that this Agreement and Waiver shall in no way limit the ability of any Elliott Entity to transact in the common stock of the Company.

5. Counterparts. This Waiver Agreement may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument.

6. Governing Law. This Waiver Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

[The next page is the signature page.]

IN WITNESS WHEREOF, each Elliott Entity and the Company have caused this Waiver Agreement to be duly executed as of the date first written above.

CORMEDIX INC.


By:	/s/ Khoso Baluch
	Khoso Baluch,
	Chief Executive Officer


ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner


By:	/s/ Elliot Greenberg
	Elliot Greenberg,
	Vice President


ELLIOTT INTERNATIONAL, L.P.
By: Hambledon, Inc., its General Partner By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact


By:	/s/ Elliot Greenberg
	Elliot Greenberg,
	Vice President

MANCHESTER SECURITIES CORP.


By:	/s/ Elliot Greenberg
	Elliot Greenberg,
	Vice President