CorMedix Inc.
For the period ended Jun 23, 2026. Filed Apr 29, 2026.
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Jun 23, 2026 · Filed Apr 29, 2026
Contents
APPENDIX C
[Amended CHARTER]
Exhibit A
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CORMEDIX INC. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware(the “DGCL”),
DOES HEREBY CERTIFY:
- The Amended and Restated Certificate of Incorporation is amended by replacing Article First with the following text:
ARTICLE FIRST: NAME
FIRST: The name of this corporation is CorMedix Inc. (the “Corporation”).
- The Amended and Restated Certificate of Incorporation is amended by replacing Article Second with the following text:
ARTICLE SECOND: AGENT FOR SERVICE OF PROCESS
SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the Corporation at such address is Corporation Service Company.
- The Amended and Restated Certificate of Incorporation is amended by replacing Article Third with the following text:
ARTICLE THIRD: PURPOSE
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
- The Amended and Restated Certificate of Incorporation is amended by replacing Article Fourth with the following text:
ARTICLE FOURTH: AUTHORIZED STOCK
FOURTH:(A) The total number of shares of all classes of stock which the Corporation shall have the authority to issue isone hundred sixty-two million (162,000,000) shares. The Corporation is authorized to have two classes of shares, designated as Common Stock and Preferred Stock. The total number of shares of Common Stock which the Corporation is authorized to issue isone hundred sixty million (160,000,000) shares, and the par value of each of the shares of Common Stock is $0.001 (“Common Stock”). The total number of shares of Preferred Stock which the Corporation is authorized to issue istwo million (2,000,000) shares, and the par value of each of the shares of Preferred Stock is $0.001 (“Preferred Stock”).
(B) The Board of Directors (the “Board”) is authorized, subject to any limitations prescribed by the law of the DGCL, to provide for the issuance of the shares of Preferred Stockmay be issuedin one or more series at such time or times and for such consideration or considerations as the Corporation’s Board of Directors may determine, and by filing a Certificate of Designation (“Certificate of Designation”), to establish from time to time the number of shares to be included in each such series, to fix the designation, vesting, powers (including voting powers), preferences and relative, participating, optional or other special rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof, and,
except where otherwise provided in the applicable Certificate of Designation, to thereafter increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series. Each series of Preferred Stock shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Except as otherwise provided in this Amended and Restated Certificate of Incorporation, as amended (this “Certificate of Incorporation”), different series of Preferred Stock shall not be construed to constitute different classes of shares for the purpose of voting by classes.
(C) The Boardof Directorsis expressly authorized to provide for the issuance of all or any shares of any authorized but undesignated Preferred Stock in one or more series, and, by filing a Certificate of Designation, each with such designations, preferences, voting powers (or no voting powers), relative, participating, optional or other special rights and privileges and such qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by the Boardof Directorsto create such series, and a certificate of said resolution or resolutions shall be filed in accordance with the General Corporation Law of the State of Delaware DGCL. The authority of the Boardof Directors with respect to each such series shall include, without limitation of the foregoing, the right to provide that the shares of each such series may: (i) have such distinctive designation and consist of such number of shares; (ii) be subject to redemption at such time or times and at such price or prices; (iii) be entitled to the benefit of a retirement or sinking fund for the redemption of such series on such terms and in such amounts; (iv) be entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series of stock; (v) be entitled to such rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs, or upon any distribution of the assets of the Corporation in preference to, or in such relation to, any other class or classes or any other series of stock; (vi) be convertible into, or exchangeable for, shares of any other class or classes or any other series of stock at such price or prices or at such rates of exchange and with such adjustments, if any; (vii) be entitled to the benefit of such conditions, limitations or restrictions, if any, on the creation of indebtedness, the issuance of additional shares of such series or shares of any other series of Preferred Stock, the amendment of this Amended and Restated Certificate of Incorporation, as amended, or the Corporation’s By-Laws, the payment of dividends or the making of other distributions on, or the purchase, redemption or other acquisition by the Corporation of, any other class or classes or series of stock, or any other corporate action; or (viii) be entitled to such other preferences, powers, qualifications, rights and privileges, all as the Boardof Directorsmay deem advisable and as are not inconsistent with law and the provisions of this Amended and Restated Certificate of Incorporation, as amended.. All references in this Certificate of Incorporation to series of Preferred Stock designated prior to the effectiveness of the amendment first inserting this sentence (other than the Series C-3 Non Voting Convertible Preferred Stock and the Series E Convertible Preferred Stock) are hereby eliminated.
Effective at 9:00 a.m. on March 26, 2019 (the “Effective Time”), a one-for-five reverse stock split of the Corporation’s common stock shall become effective, pursuant to which every five shares of common stock, par value $0.001 per share, issued and outstanding or held as treasury shares at the Effective Time (hereinafter called “Old Common Stock”), shall be reclassified and combined into one share of common stock, par value $0.001 per share (hereinafter called “Common Stock”), automatically and without any action by the holder thereof, subject to the treatment of fractional shares, and shall represent one share of Common Stock from and after the Effective Time. No fractional shares of Common Stock shall be issued as a result of such reclassification and combination, rather stockholders who otherwise would be entitled to receive fractional share interests of Common Stock as a result of the reclassification and combination shall be entitled to receive in lieu of such fractional share interests, upon the Effective Time, one whole share of Common Stock in lieu of such fractional share interests. As soon as practicable following the Effective Time, the Corporation will notify its stockholders of record as of the Effective Time to transmit outstanding share certificates to the Corporation’s exchange agent and registrar (“Exchange Agent”) and the Corporation will cause the Exchange Agent to issue new certificates or book entries representing one share of common stock for every five shares transmitted and held of record as of the Effective Time; and in settlement of fractional interests that might arise as a result of such combination as of the Effective Time, cause the Exchange Agent to issue one whole share to such holders in lieu of a fractional share interest. The Corporation’s authorized shares of Common Stock, each having a par value of $0.001 per share, shall not be changed.
(D) Except as otherwise required by law or provided in this Certificate of Incorporation, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any Certificate of Designation).
- The Amended and Restated Certificate of Incorporation is amended by replacing Article Fifth with the following text:
ARTICLE FIFTH: LIMITATION OF LIABILITY
FIFTH: A directoror officerof the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability (i) for any breach of the director’sor officer’sduty of loyalty to the Corporation or its stockholders, (ii) for any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, (iii)of a director under Section 174 of the DGCL or, (iv) for any transaction from which the directoror officer derived an improper personal benefit or (v) in the case of an officer, in any action by or in the right of the Corporation. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a directoror an officerof the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Article FIFTH shall not adversely affect any right or protection of a directoror an officerof the Corporation with respect to events occurring prior to the time of such repeal or modification.
- The Amended and Restated Certificate of Incorporation is amended by replacing Article Sixth with the following text:
ARTICLE SIXTH: INDEMNIFICATION
SIXTH: The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as the same may be amended and supplemented, have the power toindemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such offices, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
- The Amended and Restated Certificate of Incorporation is amended by replacing Article Seventh with the following text:
ARTICLE SEVENTH: AMENDMENT OF CERTIFICATE OF INCORPORATION
SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, subject to the limitations set forth in this Amended and Restated Certificate of Incorporation and in the manner now or hereafter provided herein bystatue statute, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as amended are granted subject to the rights reserved in this Article SEVENTH.
- The Amended and Restated Certificate of Incorporation is amended by replacing Article Eighth with the following text:
ARTICLE EIGHTH: AMENDMENT OF THE BY-LAWS
EIGHTH: The Corporation hereby confers the power to adopt, amend or repeal its By-Laws upon the Board of Directors. Notwithstanding theforgoing foregoing, such power shall not divest or limit the power of the stockholders of the Corporation to adopt, amend or repeal the By-Laws of the Corporation.
- The Amended and Restated Certificate of Incorporation is amended by adding the following text to the end thereof:
ARTICLE NINTH: EXCLUSIVE FORUM
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim that is based upon a breach of a fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders; (iii) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the By-Laws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the By-Laws; (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine; or (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or any successor thereto. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article NINTH. Failure to enforce the foregoing provisions of this Article NINTH would cause the Corporation irreparable harm, and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions
IN WITNESS WHEREOF, this corporation has caused this Certificate of Amendment to be signed by a duly authorized officer and the foregoing facts stated herein are true and correct.
Dated: [ ], 2026
| CORMEDIX INC. | |
| By: | |
| Name: Joseph Todisco | |
| Title: Chief Executive Officer |
CORMEDIX INC. 389 INTERPACE PKWY SUITE 450 PARSIPPANY, NJ 07054 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 22, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CRMD2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 22, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V95299-P50683 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY CORMEDIX INC. The Board of Directors recommends you vote FOR ALL of the following nominees: 1. Election of Directors 01) Janet Dillione 02) Gregory Duncan 03) Alan W. Dunton 04) Myron Kaplan 05) Steven Lefkowitz 06) Robert Stewart 07) Joseph Todisco For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5, 6, 7, 8 and 9. 2. To approve on a non-binding advisory basis the compensation of our named executive officers for 2025. 3. To ratify the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026. 4. To approve the ratification of the Certificate of Designation Amendments (as defined in the Proxy Statement). 5. To approve amendments to our Charter to make technical changes. 6. To approve an amendment to our Charter to update the approval process for amendments relating solely to the terms of one or more series of preferred stock by permitting such amendments to be approved by the holders of the applicable series, without a separate vote of common stockholders, to the extent permitted by Delaware law and provided that no changes are made to the terms of common stock. 7. To approve an amendment to our Charter to designate the exclusive forums in which certain claims relating to the Company may be brought. 8. To approve an amendment to our Charter to limit certain officers’ personal liability for monetary damages for breaches of the duty of care, as permitted by Delaware law. 9. To approve the adjournment of the 2026 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No.s 4, 5, 6, 7 or 8. Note: In their discretion, the holders of a proxy to vote shares may vote on such other business as may properly come before the meeting or any adjournment, postponement or continuation thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. For Against Abstain Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting: The Notice, Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. V95300-P50683 CORMEDIX INC. 2026 Annual Meeting of Stockholders June 23, 2026 at 9:00 A.M. Eastern Time This proxy is solicited by the Board of Directors The undersigned stockholder(s) hereby appoint(s) Susan Blum and Beth Zelnick Kaufman, or either of them, as proxies, each with the power to appoint her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of CORMEDIX INC. that the undersigned stockholder(s) is/are entitled to vote at the 2026 Annual Meeting of Stockholders (“Annual Meeting”) to be held at 9:00 A.M. Eastern Time on June 23, 2026,virtually at www.virtualshareholdermeeting.com/CRMD2026, and any adjournment, postponement or continuation thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. The proxies are hereby authorized to vote, in their discretion and to the extent permitted by applicable law or rule, on such other business as may properly come before the Annual Meeting or any adjournment, postponement or continuation thereof. The Board of Directors recommends a vote FOR the election of all director nominees and FOR proposals 2, 3, 4, 5, 6, 7, 8 and 9. Continued and to be signed on reverse side
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