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

(1) Includes 664,793 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)).

(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) Includes 1,197,063 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)).

(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) Includes 1,197,063 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)).

(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).

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

ITEM 5.

Interest in Securities of the Issuer.

Item 5(a) 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 59,340,139 shares of Common Stock, which is the total number of shares outstanding as of March 14, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2017, including the shares to be offered as part of the Issuer’s Offering (as defined below) as reported on April 28, 2017 on the Prospectus Supplement (the “Prospectus Supplement”) filed  pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on April 28, 2017, assuming conversion of all the Reporting Person’s Preferred Stock calculated in accordance with the Ownership Limitation.

As of the date hereof, Elliott through Manchester may be deemed to beneficially own 1,976,027 shares of Common Stock, including 664,793 shares of Common Stock issuable upon the conversion or exercise, as the case may be, of certain convertible securities constituting approximately 3.3% 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.

As of the date hereof, Elliott International may be deemed to beneficially own 3,952,053 shares of Common Stock, including 1,197,063 shares of Common Stock issuable upon the conversion or exercise, as the case may be, of certain convertible securities constituting approximately 6.6% 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 3,952,053 shares of Common Stock beneficially owned by Elliott International, constituting approximately 6.6% 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.

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

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

Item 6 is hereby amended to add the following:

Elliott, through Manchester, owns 640,000 Tranche 1 Warrants exercisable for 480,000 shares of Common Stock at $1.05 per share that expire five (5) years from the exercise date contained therein.

Elliott International, owns 1,360,001 Tranche 1 Warrants exercisable for 1,020,001 shares of Common Stock at $1.05 per share that expire five (5) years from the exercise date contained therein.

Elliott, through Manchester, owns 640,000 Tranche 2 Warrants exercisable for 480,000 shares of Common Stock at $0.75 per share that expire thirteen (13) months from the exercise date contained therein.

Elliott International, owns 1,360,001 Tranche 2 Warrants exercisable for 1,020,001 shares of Common Stock at $0.75 per share that expire thirteen (13) months from the exercise date contained therein.

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

In connection with the Company’s Offering described in the Prospectus Supplement (the “Offering”), Manchester partially exercised its participation rights pursuant to the previously disclosed Consent and Exchange Agreement dated September 15, 2014, between Manchester and the Company. Notwithstanding Manchester’s partial participation, Manchester will continue to have the right to acquire (no later than May 4, 2017) up to the full amount of securities that Manchester would have been permitted to acquire in the Offering had Manchester elected to exercise its full participation rights in the Offering.

On February 17, 2015, Elliott, Elliott International and EICA entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit to the initial Schedule 13D and is incorporated herein by reference.

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:

Schedule 1 – Transactions of the Reporting Persons Effected During the Past 60 Days

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:

May 3, 2017

SCHEDULE 1

Transactions of the Reporting Persons Effected During the Past 60 Days

The following transactions were effected by Elliott Associates, L.P. (through Manchester) in the Common Stock since the filing of the initial Schedule 13D:

The following transactions were effected by Elliott International, L.P. in the Common Stock since the filing of the initial Schedule 13D:

¹ A Tranche 1 Warrant to purchase 0.75 of a share of the Issuer’s Common Stock at an exercise price of $1.05 was issued for every one share purchased by the Reporting Persons, and a Tranche 2 Warrant to purchase 0.75 of a share of the Issuer’s Common Stock at an exercise price of $0.75 was issued for every one share purchased by the Reporting Persons.