13D Filing: Elliott Associates, L.P. and Cormedix Inc. (CRMD)

The following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 6 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 Series F Preferred Shares (as defined in Item 4) is to be paid from the working capital of Elliott and Elliott International, as applicable.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On November 9, 2017, Elliott and Elliott International entered into a Securities Purchase Agreement with the Issuer (the “Purchase Agreement”).  Pursuant to the terms of the Purchase Agreement, Elliott agreed to purchase 640 shares of Series F Preferred Stock of the Issuer (the “Series F Preferred Shares”) for $640,000 and Elliott International agreed to purchase 1,360 Series F Preferred Shares for $1,360,000. As of the date of this Report, the transactions contemplated by the Purchase Agreement have not been consummated.

On November 9, 2017, Elliott and Elliott International entered into a backstop agreement with the Issuer (the “2017 Backstop Agreement”).  Pursuant to the terms of the Backstop Agreement, Elliott and Elliott International have agreed to make a backstop financing commitment pursuant to which the Company is to have the option to require each of Elliott and Elliott International, severally and not jointly, to purchase shares of Series F Preferred Stock of the Issuer during the period beginning January 15, 2018 and terminating on March 31, 2018 on a pro-rata basis, as set forth in the 2017 Backstop Agreement.  As consideration for the backstop financing commitment, the Issuer has agreed to issue to each of Elliott and Elliott International a warrant to acquire up to approximately 303,145 and 644,183, respectively, shares of Common Stock, subject to adjustment with an exercise price of $0.001 per share and that expire three (3) years from the issuance date (each a “2017 Warrant” and together, the “2017 Warrants”).  The following descriptions of the Purchase Agreement, the Backstop Agreement and the form of 2017 Warrant, which are attached hereto as Exhibit 99.13, 99.14 and 99.15 hereto, respectively, and are incorporated herein by reference. As of the date of this Report, the transactions contemplated by the Backstop Agreement have not been consummated.

In addition, in connection with the Backstop Agreement, the Issuer has agreed to enter into a registration rights agreement with Elliott and Elliott International (the “2017 Registration Rights Agreement”), pursuant to which Issuer has agreed to give Elliott and Elliott International customary demand registration rights in connection with the shares of Common Stock exercisable under the 2017 Warrants and the Series F Preferred Shares.  The following description of the 2017 Registration Rights Agreement is qualified in its entirety by reference to the 2017 Registration Rights Agreement, which is attached as Exhibit 99.16 hereto and is incorporated herein by reference.

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

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 67,025,419 shares of Common Stock outstanding as of October 31, 2017, which is the total number of shares of Common Stock outstanding as represented to Elliott and Elliott International by the Issuer in the Purchase Agreement.