CorMedix Inc.

COD Amendments Ratification Resolutions

The undersigned, being all of the members of the Board of Directors (the “Board”) of CorMedix Inc., a Delaware corporation (the “Company”), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the “DGCL”), authorizing actions to be taken by the Board by written consent in lieu of a meeting, hereby adopt, by unanimous written consent, the following resolutions with the same force and effect as if they had been unanimously adopted at a duly convened meeting of the Board and direct that this consent be filed with the minutes of the proceedings of the Board.

Ratification of Certificate of Designation Amendments

WHEREAS, on October 21, 2013, the Company filed a Certificate of Designation of Series E Non-Voting Convertible Preferred Stock (the “Original Series E COD”) with the Secretary of State of the State of Delaware;

WHEREAS, on January 8, 2014, the Company filed a Certificate of Designation of Series C-3 Non-Voting Convertible Preferred Stock (the “Original Series C-3 COD”) with the Secretary of State of the State of Delaware;

WHEREAS, on January 8, 2014, the Company filed a Certificate of Amendment to the Original Series E COD (the “Series E 2014 Amendment”);

WHEREAS, on September 15, 2014, the Company filed an Amended and Restated Certificate of Designation of Series E Non-Voting Convertible Preferred Stock (the “Series E A&R COD”) and on September 15, 2014, the Company issued 37,226 shares of Series E Preferred Stock in connection therewith (the “A&R COD Issuances”);

WHEREAS, on September 15, 2014, the Company filed an Amended and Restated Certificate of Designation of Series C-3 Non-Voting Convertible Preferred Stock (the “Series C-3 A&R COD”);

WHEREAS, on September 5, 2019, the Company filed a Second Amended and Restated Certificate of Designation of Series E Convertible Preferred Stock (the “Series E Second A&R COD”);

WHEREAS, on August 6, 2025, the Company filed a Third Amended and Restated Certificate of Designation of Series E Convertible Preferred Stock (the “Series E Third A&R COD”);

WHEREAS, the Company has periodically filed amendments to the certificates of designation of their other outstanding classes of preferred stock (the “Other CODs” and, together with the Series E 2014 Amendment, the Series E A&R COD, the Series C-3 A&R COD, the Series E Second A&R COD and the Series E Third A&R COD, the “COD Amendments”), each of the foregoing having been approved by the Board prior to filing;

WHEREAS, a stockholder has questioned the effectiveness of certain of the COD Amendments in a stockholder demand letter dated September 10, 2025, alleging that the approval of holders of the Company’s common stock was required to authorize one or more of the COD Amendments as the Company’s Amended and Restated Certificate of Incorporation, as amended, does not include any provision denying the right of the holders of the Company’s common stock to vote on amendments to certificate of designations, thereby creating potential uncertainty as to whether one or more of the COD Amendments were duly authorized and effective under the DGCL;

WHEREAS, if any required stockholder approval was not obtained, or if any other approval, notice, meeting, quorum, voting, consent, record date, or filing requirement was not satisfied, then one or more of the COD Amendments and, if applicable, any share issued in connection therewith could constitute a “defective corporate act” (as defined in Section 204 of the DGCL) by reason of potential “failures of authorization” (as defined in Section 204 of the DGCL), including, without limitation, potential failures relating to:

(1) whether approval of the holders of common stock voting together with preferred stock on an as-converted basis pursuant to Section 242(b)(1) of the DGCL was required and obtained;

(2) whether any separate series vote of the Series E preferred stock or of the Series C-3 preferred stock or any other class entitled to a class vote pursuant to Section 242(b)(2) of the DGCL or the Company’s governing documents was required and obtained; and/or

(3) whether any required stockholder action was properly effected at a duly called and noticed meeting, or by written consent if permitted, consistent with the DGCL and the Company’s governing documents;

WHEREAS, Section 204 of the DGCL provides that upon the ratification of defective corporate acts (“Corporate Acts”), such acts shall not be void or voidable solely as a result of a failure of authorization;

WHEREAS, Section 205 of the DGCL provides that no action asserting that a Corporate Act ratified under Section 204 of the DGCL is void or voidable due to a failure of authorization identified in a resolution adopted in accordance with Section 204(b) of the DGCL, or that the Delaware Court of Chancery should declare in its discretion that the ratification thereof in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, may be brought after 120 days from the later of the validation effective time and the time required to give notice of such ratification to a corporation’s stockholders pursuant to Section 204(g) of the DGCL;

WHEREAS, the nature of the potential failure of authorization (i) with respect to the Series E 2014 Amendment, the Series E A&R COD (including the A&R COD Issuances), the Series E Second A&R COD and the Series C-3 A&R COD is that the holders of the Company’s common stock did not vote on the approval of such filings as a separate class; (ii) with respect to the Series E A&R COD, the approval of the holders of 66⅔% of the shares of the Series C-3 preferred stock, voting as a series, was not obtained; (iii) with respect to the Series E Third A&R COD, the approval of the holders of the Company’s common stock and the holders of the shares of the Series E preferred stock voting together as a single class was not obtained; and (iv) with respect to the Series C-3 A&R COD, the approval of the holders of 66⅔% of the shares of the Series C-3 preferred stock, voting as a series, was not obtained, and thus the COD Amendments may not have been duly authorized;

WHEREAS, although at the time of the approval of each of the COD Amendments the Board believed that the COD Amendments had been validly approved by the requisite stockholder vote with the approval of only the holders of the respective class of preferred stock, and thus the COD Amendments were properly authorized and are effective, to avoid potential future litigation risk and to eliminate any uncertainty as to the validity and effectiveness of the COD Amendments, the Board has determined that it is in the best interests of the Company and all of the Company’s stockholders to ratify the approval, filing and effectiveness of the COD Amendments pursuant to Section 204 of the DGCL in order to eliminate any uncertainty related to the effectiveness of these corporate acts; and

WHEREAS, if the ratification of the COD Amendments is approved by the stockholders and becomes effective, the ratification will be retroactive to the date(s) of each of the filing(s) of the COD Amendments with the Secretary of State of the State of Delaware and the date(s) on which the COD Amendments became effective.

NOW, THEREFORE, BE IT RESOLVED, that the foregoing recitals are incorporated herein by reference and, for all purposes of the DGCL (including Section 204), the Board hereby determines that it is advisable and in the best interests of the Company and its stockholders to ratify the approval, adoption, execution, acknowledgment, filing and effectiveness of each of the COD Amendments (including the A&R COD Issuances), and the changes to the rights, powers, preferences and terms of the respective classes of preferred stock effected thereby, retroactive to the date(s) of such filings and effectiveness; and be it further

RESOLVED, that the Board hereby declares advisable and approves, adopts and authorizes, in all respects, the ratification of each of the COD Amendments pursuant to Section 204 of the DGCL and recommends that the Company’s stockholders entitled to vote thereon approve such ratification; and be it further

RESOLVED, that, upon receipt of the requisite stockholder approval, the officers of the Company are authorized and directed to prepare, execute, acknowledge and file with the Secretary of State of the State of Delaware one or more certificates of validation with respect to the COD Amendments in accordance with Sections 204(e) and 103 of the DGCL, and to take all such further actions as they deem necessary or appropriate to carry out the intent of these resolutions; and be it further

RESOLVED, that, at any time prior to the effectiveness of the applicable certificate(s) of validation, the Board may, in its discretion, abandon the ratification of the COD Amendments approved hereby without further action by the stockholders of the Company.