aibioCorMedix asks holders to ratify past changes to preferred stock terms
Tickers CRMD
CorMedix wants stockholders to ratify earlier changes to its Series E and Series C-3 preferred stock, and to let preferred holders alone approve future changes to those terms.
Key facts
- Company
- CorMedix Inc. (NASDAQ: CRMD)
- News type
- Listings
- Primary source
- CorMedix Inc. DEF 14A (2026-04-29)
The proposals
CorMedix Inc. (Nasdaq: CRMD) filed its definitive proxy statement on April 29, 2026 for an annual meeting to be held virtually on June 23, 2026 at 9:00 a.m. Eastern Time. The record date is April 24, 2026. Two of the nine items concern the company's preferred stock.
Proposal 4 asks stockholders to ratify amendments the company previously made to the certificates of designation for its Series E Preferred Stock and Series C-3 Preferred Stock. The vote is held under Section 204 of the Delaware General Corporation Law, and approval would make the ratification effective as of each amendment's original filing date. The board, after consulting counsel, says it believes the amendments were properly authorized and validly adopted at the time, but it wants to remove any technical doubt. The proxy says some of the amendments removed preferred stockholder consent rights over restrictive covenants that limited the company's ability to grow the business. The proposal summary does not list the individual amendments or their dates.
Proposal 6 would change the charter so that amendments relating only to the terms of one or more preferred series can be approved by the holders of that series, without a separate vote of common stockholders. The proxy says the change is meant to give management flexibility to change the terms of the Series E and Series C-3 stock where those terms limit growth, without requiring common stockholder approval.
Who holds the preferred
The proxy says all Series E shares are held of record by affiliates of Elliott Associates, L.P. As of April 24, 2026, there were 89,623 Series E shares outstanding, carrying 709,299 votes in total. The Series C-3 stock is held of record by two individuals, with 2,000 shares outstanding on the record date.
The proxy also says some Series E shares are "putative stock" and cannot vote on Proposal 4. That leaves 53,537 valid Series E shares, representing about 423,705 votes, for the quorum and voting requirements on that item.
The company's case
The chairman and chief executive, Joseph Todisco, writes that the proposals align the company's governance with similarly situated companies and cut unnecessary costs. The letter says the Proposal 4 ratification would avoid future challenges that could distract management and cost time and money to resolve.
The letter frames Proposal 6 as a way to avoid unnecessary stockholder votes. Its practical effect is to move the vote on preferred-only changes away from common holders. A vote on a Series E amendment would then rest with the Series E holders, and the proxy says all of those shares are held by affiliates of Elliott Associates, L.P. The proposal summary does not name a specific change the company plans to make.
The business behind the vote
The letter reports 2025 total revenue of $311.7 million, including $258.8 million of DefenCath net sales and $52.9 million from the partial-year contribution of the legacy Melinta portfolio. Net income was $163.0 million, or $2.04 per diluted share, against a net loss of $17.9 million in 2024. The letter does not split that net income between DefenCath and the Melinta products.
The letter also says 2026 will be a transitional year, tied to the expiration of TDAPA reimbursement for DefenCath and the CMS implementation of the post-TDAPA Add-On phase.
The annual report filed March 5, 2026 says CorMedix acquired Melinta on August 29, 2025. It says the company believes its contracted DefenCath customers represent roughly 60% of U.S. outpatient dialysis centers by addressable patient market. The same report gives cash provided by operations of $175.0 million for 2025, against cash used in operations of $50.6 million for 2024.
What comes next
Stockholders vote on June 23, 2026. If Proposal 4 passes, the earlier amendments stand as ratified back to their filing dates. If Proposal 6 passes, future amendments that touch only the preferred series would no longer need a common stockholder vote. The board recommends voting for all proposals.