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CorMedix Inc.

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

CRMD$5.47+2.8%Stored close · as of Nov 9, 2026

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Item 5. Other Information

(a)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 10, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company's stockholders approved an amendment (the “Plan Amendment”) to the Amended and Restated CorMedix Inc. 2019 Omnibus Stock Incentive Plan (the “2022 Plan”) to increase the number shares of common stock of the Company available for issuance under the 2022 Plan, from 8,160,000 shares to 12,472,000 shares. The Plan Amendment was previously approved by the Board of Directors of the Company, subject to stockholder approval.

The Plan Amendment became effective immediately upon stockholder approval at the Special Meeting. A more complete summary of the terms of the Plan Amendment is set forth in “Proposal No. 2 – Approval of the Incentive Plan Amendment Proposal” in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 24, 2025 (the “Proxy Statement”), which description and text are incorporated herein by reference.

The above description of the Plan Amendment does not purport to be complete and is qualified in its entirety by the full text of the Plan Amendment, set forth in Exhibit 10.5 and incorporated herein by reference.

Submission of Matters to a Vote of Security Holders.

The Company’s stockholders voted on the following proposals at the Special Meeting, casting their votes as described below.

Proposal No. 1 – Approval of the Exchange Cap Removal Proposal. Proposal No. 1 was to approve, for the purposes of Nasdaq Rule 5635(a), the Exchange Cap Removal to permit the Company to issue shares pursuant to the Indenture, Merger Agreement and Contingent Payment Agreement, each as defined in the Proxy Statement, in excess of 19.99% of the aggregate number of shares of common stock par value $0.001 per shares of the Company issued and outstanding as of August 6, 2025. The proposal was approved. The results of the vote taken were as follows:

FORAGAINSTABSTAINBROKER NON-VOTES
38,408,8206,904,946489,4220

Proposal No. 2 – Approval of the Incentive Plan Amendment Proposal. Proposal No. 2 was to approve an amendment to the Amended and Restated 2019 Omnibus Stock Incentive Plan to increase the number of shares authorized for issuance thereunder. The proposal was approved. The results of the vote taken were as follows:

FORAGAINSTABSTAINBROKER NON-VOTES
33,409,71711,791,999601,4720

Proposal No. 3 – Approval of the Ratification of the COD Amendments Proposal. Proposal No. 3 was to ratify each of the Company’s Amendment to Series E Preferred Stock Certificate of Designation filed on January 8, 2014, Series E Preferred Stock Amended and Restated Certificate of Designation filed on September 15, 2014, Series E Preferred Stock Amended and Restated Certificate of Designation filed on September 5, 2019, Series E Preferred Stock Amended and Restated Certificate of Designation filed on August 6, 2025 and Series C-3 Preferred Stock Amended and Restated Certificate of Designation filed on September 15, 2014 . The proposal was not approved. The results of the vote taken were as follows:

FORAGAINSTABSTAINBROKER NON-VOTES
36,900,4527,611,6011,005,5410

Proposal No. 4 – Approval of the Certificate of Incorporation Amendment Proposal. Proposal No. 4 was to approve an amendment to the Company’s 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 Certificate of Designations) that relates solely to terms of one or more outstanding series of preferred stock without further approval from the Company’s holders of common stock, subject to applicable law. The proposal was not approved. The results of the vote taken were as follows:

FORAGAINSTABSTAINBROKER NON-VOTES
33,975,05010,822,7071,005,4310

(c)

Rule 10b5-1 Trading Arrangement

On August 19, 2025, Alan W. Dunton, M.D., a member of the Company’sboard of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to an aggregate of 112,500 shares of the Company’s common stock. The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The shares may be sold pursuant to the plan until December 31, 2026, or earlier if all sales under the plan were completed.

On August 25, 2025, Janet Dillione, a member of the Company’sboard of directors, entered into a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to an aggregate of 185,000 shares of the Company’s common stock. The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The shares may be sold pursuant to the plan until December 31, 2026, or earlier if all sales under the plan were completed.

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