CorMedix Inc.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in making voting decisions. You should read the entire proxy statement carefully before voting. References to the “Company,” “CorMedix,” “we,” “us,” or “our” in this proxy statement refer to CorMedix Inc.

2026 Annual Meeting Proposals

Summary of Proposals

• Director Election Proposal. The Board has nominated each of the seven members of the Board for reelection as directors at the Annual Meeting.

The Board believes each nominee has qualifications, skills and experiences relevant to the Company’s strategic evolution.

• Say-on-Pay Proposal. The Board has submitted the non-binding, advisory vote on the compensation of our named executive officers for the fiscal year ended December 31, 2025.

• Auditor Ratification Proposal. The Audit Committee and the Board are requesting that the stockholders ratify the appointment of CBIZ CPAs P.C. (“CBIZ”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Ratification of the COD Amendments Proposal. This proposal relates to certain historical amendments to the certificates of designation governing our Series E Preferred Stock and Series C-3 Preferred Stock. The Board, after consultation with counsel, believes these amendments were properly authorized and validly adopted at the time. This proposal is intended to confirm and remove any potential technical uncertainty regarding those amendments by providing stockholder approval, effective as of their original filing dates. This step helps ensure continued clarity in our capital structure and avoids the risk of future procedural challenges that could result in unnecessary cost and distraction.

The Board believes it’s in the best interests of stockholders, in compliance with Section 204 of the Delaware General Corporation Law (the “DGCL”), to retroactively ratify the approval, filing, and effectiveness of the Company’s certificates of designation for preferred stock.

• Amended Charter. The proposed changes to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) include immaterial, technical changes to streamline, eliminate or update certain provisions, including:

• updating the address of our registered agent;

• eliminating references to series of preferred stock that are no longer outstanding;

• eliminating references to the reverse stock split implemented in March 2019;

• revising the indemnification provision in Article Sixth to align with our By-Laws; and

• adding article titles.

The Board believes these amendments to the Company’s Charter are in the best interests of the Company and stockholders as they will streamline our organizational documents for the benefit of the Company and its stockholders.

• Class Voting Proposal. The Class Voting Proposal does not allow any changes to be made to the rights of common stockholders as set forth in the Company’s Charter without the approval of common stockholders. The Board believes this proposal appropriately aligns voting rights with the stockholders whose interests are directly affected. Under the amendment, holders of a series of preferred stock would vote separately on changes that relate solely to the terms of that series, consistent with the principle that stockholders should vote on matters that uniquely impact their rights. The proposal would not eliminate or limit the voting rights of holders of common stock with respect to any amendment that changes the terms of the common stock.

The Board believes this approach is consistent with Delaware law and widely adopted by Delaware corporations. In addition, it helps the Company avoid unnecessary administrative burden and expense associated with obtaining a broader stockholder vote in situations where the proposed amendment does not change the terms of the common stock as set forth in the Charter.

• Exclusive Forum Proposal. The amendment specifies the Court of Chancery of the State of Delaware or the federal district court for the District of Delaware, as applicable, to be exclusive forum for:

• derivative actions;

• actions asserting claims based on a breach of a fiduciary duty;

• actions against the Company or any current or former director, officer, stockholder, employee or agent of the Corporation;

• any action to interpret, apply, enforce or determine the validity of the Company’s Charter or by-laws;

• actions against the Company governed by the internal affairs doctrine; or

• any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

The amendment specifies the federal district courts of the United States of America to be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

The Board recommends an amendment to the Charter to specify an exclusive forum for lawsuits, to avoid multiple lawsuits in multiple jurisdictions on matters relating to the DGCL and the Securities Act.

The Board believes that Delaware courts have expertise in resolving such matters and that it is in the best interest of the Company and its stockholders to have clarity as to the forum for such matters.

• Updating Officer Liability Provisions as Permitted by Delaware Law Proposal. This proposal would update the Charter to limit the personal liability of certain of our officers related to limited claims that may be brought against them in their capacity as officers of the Company. The amendment would not eliminate liability for breaches of the duty of loyalty, acts or omissions not in good faith, intentional misconduct, knowing violations of law, or any claims brought by or on behalf of the Company, including derivative actions. Delaware recently updated its laws to permit such limitations of personal liability if provided for in the Company’s organizational documents.

The Board believes adopting such proposal will help us to recruit and retain the most qualified officers and it is accordingly in the best interests of the Company and its stockholders. The Board believes many of our peers have taken such an approach.

• Adjournment Proposal. The Adjournment Proposal, if adopted, will allow the Board to adjourn the Annual Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Proposal Nos. 4, 5, 6, 7, and 8.

The Board believes the Adjournment Proposal is in the best interests of the Company and stockholders because it will allow for a more thorough vote of the stockholders on certain proposals in this proxy statement.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR MAIL.