CorMedix Inc.

DEF 14A 1 ea0261891-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

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):

300 Connell Drive, Suite 4200

Berkeley Heights, New Jersey 07922

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD NOVEMBER 10, 2025

AND NOTICE REGARDING

THE AVAILABILITY OF PROXY MATERIALS

TO THE STOCKHOLDERS OF CORMEDIX INC.

The 2025 Special Meeting of Stockholders of CorMedix Inc. (the “Special Meeting”) will be held on November 10, 2025, at 9:00 a.m. Eastern Time. The Special Meeting will be a virtual-only meeting conducted via live webcast, with no physical in-person meeting. You will be able to attend and participate in the Special Meeting live via the Internet atwww.virtualshareholdermeeting.com/CRMD2025SM. The Special Meeting is being held for the following purposes:

1. To approve, for the purposes of Nasdaq Rule 5635(a), the Exchange Cap Removal (as defined herein) (the “Exchange Cap Removal Proposal”);

2. To approve an amendment to the Amended and Restated 2019 Omnibus Stock Incentive Plan to increase the number of shares authorized for issuance thereunder by 4,312,000 shares (the “Incentive Plan Amendment Proposal”);

3. To approve the adoption of resolutions that have been adopted by our Board of Directors to ratify the COD Amendments (as defined herein) (the “Ratification of COD Amendments Proposal”);

4. To approve an amendment to the Company’s amended and restated Certificate of Incorporation to allow the holders of our preferred stock to vote on any amendment to the Company’s Certificate of Incorporation (including any certificates of designations relating to any series of preferred stock (the “Certificate of Designations”)) that relates solely to terms of one or more outstanding series of preferred stock without further approval from the Company’s common stock, subject to applicable law (the “Certificate of Incorporation Amendment Proposal”); and

5. To approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Exchange Cap Removal Proposal, the Incentive Plan Amendment Proposal, the Ratification of COD Amendments Proposal or the Certificate of Incorporation Amendment Proposal (the “Adjournment Proposal”).

These matters are more fully described in the proxy statement accompanying this notice.

Our Board of Directors has fixed the close of business on September 23, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting or at any adjournment, postponement or continuation thereof. A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose relevant to the Special Meeting for at least ten days prior to November 10, 2025. Additionally, the Ratification of COD Amendments Proposal is being submitted to stockholders pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”).

This year, the meeting will take place virtually atwww.virtualshareholdermeeting.com/CRMD2025SM. However, to assure your representation at the meeting, you are urged to vote by proxy by following the instructions contained in the accompanying proxy statement. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Special Meeting. Any stockholder attending the Special Meeting may vote during the meeting even if he, she or it has returned a proxy. Your vote is important. Whether or not you plan to attend the virtual Special Meeting, we hope that you will vote as soon as possible.

We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of the Proxy Statement and proxy card, as well as providing access to the proxy materials on a publicly accessible website. We began distributing this Proxy Statement, this notice and proxy card on or about October 24, 2025. The Proxy Statement and the proxy materials are also available atwww.proxyvote.com.

By Order of the Board of Directors,

/s/ Beth Zelnick Kaufman

Beth Zelnick Kaufman

Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on November 10, 2025: We have elected to utilize the “Full Set Delivery” option of providing paper copies of all our proxy materials by mail. Our proxy materials are also electronically available free of charge atwww.proxyvote.com.