Core Viewpoint - CorMedix Inc. has completed the acquisition of Melinta Therapeutics LLC, which is expected to enhance its revenue base and product portfolio, particularly in the hospital space, while providing significant growth opportunities [2][4]. Strategic and Financial Benefits - The acquisition is described as transformational, expanding CorMedix's commercial product portfolio with seven innovative drug products and a pipeline that has near-term revenue growth potential [4][5]. - Pro forma combined revenues for 2025 are now estimated to be between $325 million and $350 million, with synergized adjusted EBITDA projected to be between $165 million and $185 million [5][4]. - Melinta's portfolio generated total revenues of $120 million in 2024 and is expected to deliver between $125 million and $135 million for FY 2025 [5]. - The acquisition is anticipated to be accretive to earnings per share (EPS) with double-digit accretion expected in 2026 [1][5]. Product Portfolio and Growth Potential - The acquisition strengthens CorMedix's portfolio with multiple growth-driving assets, including marketed products such as MINOCIN, REZZAYO™, and VABOMERE, which will enhance revenue and reach in infectious disease [5]. - REZZAYO™ has ongoing Phase III studies that, if successful, could support a supplemental New Drug Application for expanded use, with peak annual sales potential exceeding $200 million [5]. - The combination is expected to achieve annual run-rate synergies of approximately $35 million to $45 million in the near term [5]. Leadership and Organizational Structure - The senior leadership team of the newly merged company will consist of executives from both CorMedix and Melinta, maintaining their current roles unless otherwise specified [4][11]. - The company plans to finalize a permanent commercial organization structure by the end of the year [6]. Acquisition Terms and Financing - CorMedix paid $300 million for the acquisition, consisting of $260 million in cash and $40 million in equity, funded through existing cash and a $150 million convertible debt financing [7]. - An additional regulatory milestone payment of up to $25 million is contingent upon FDA approval for REZZAYO™'s expanded indication [7].

Core Insights - CorMedix Inc. is a biopharmaceutical company focused on developing and commercializing therapeutic products for life-threatening diseases and conditions [2] - The company will participate in investor meetings at upcoming conferences in September 2025 [1] Company Overview - CorMedix's lead product, DefenCath (taurolidine and heparin), was approved by the FDA on November 15, 2023 [2] - The commercial launch of DefenCath began in inpatient settings in April 2024 and in outpatient settings in July 2024 [2] - In 2025, CorMedix commenced clinical studies for Total Parenteral Nutrition and Pediatric patient populations, with plans to develop DefenCath as a catheter lock solution for other patient populations [2]

Core Insights - CorMedix has recently achieved profitability after years of losses, marking a significant turnaround for the company [1] - The company's stock price has increased by 170%, yet it still trades at a modest forward P/E ratio of 8x, indicating potential value [1] Financial Performance - The transition to profitability occurred rapidly, suggesting effective management and operational improvements [1] - The forward P/E ratio of 8x implies that the stock may be undervalued compared to its earnings potential [1]

Group 1 - Adagene Inc. Sponsored ADR (ADAG) is part of the Medical sector, which consists of 974 individual stocks and holds a Zacks Sector Rank of 7 [2] - The Zacks Rank system, which focuses on earnings estimates and revisions, currently assigns Adagene a Zacks Rank of 2 (Buy) [3] - Over the past quarter, the Zacks Consensus Estimate for ADAG's full-year earnings has increased by 10.1%, indicating improved analyst sentiment [4] Group 2 - Year-to-date, Adagene has gained approximately 4%, outperforming the Medical sector average loss of about 2.4% [4] - Adagene belongs to the Medical - Biomedical and Genetics industry, which includes 486 stocks and currently ranks 102 in the Zacks Industry Rank [6] - Stocks in the Medical - Biomedical and Genetics industry have seen an average gain of about 3.8% this year, indicating that Adagene is performing better than its industry peers [6] Group 3 - CorMedix (CRMD), another stock in the Medical sector, has achieved a year-to-date return of 66.9% and has a Zacks Rank of 1 (Strong Buy) [5] - The consensus EPS estimate for CorMedix has increased by 30.8% over the past three months, reflecting strong analyst confidence [5] - Both Adagene and CorMedix are highlighted as stocks to watch in the Medical sector due to their solid performance [7]

Group 1 - CorMedix (CRMD) shares have increased by 19.1% over the past four weeks, closing at $12.93, with a mean price target of $18.83 indicating a potential upside of 45.6% [1] - The mean estimate consists of six short-term price targets with a standard deviation of $1.17, where the lowest estimate is $17.00 (31.5% increase) and the highest is $20.00 (54.7% increase) [2] - Analysts show strong agreement on CRMD's ability to report better earnings than previously predicted, which supports the potential for stock upside [4][11] Group 2 - The Zacks Consensus Estimate for CRMD has increased by 26.7% due to two upward revisions in earnings estimates over the last 30 days, with no negative revisions [12] - CRMD holds a Zacks Rank 1 (Strong Buy), placing it in the top 5% of over 4,000 ranked stocks based on earnings estimate factors, indicating strong potential for near-term upside [13] - While consensus price targets may not be reliable for predicting exact gains, they can provide a directional guide for price movement [14]

Core Viewpoint - CorMedix (CRMD) is experiencing solid improvement in earnings estimates, which is likely to positively impact its stock price momentum [1][2] Earnings Estimates - Analysts show growing optimism regarding CorMedix's earnings prospects, reflected in upward revisions of earnings estimates [2][3] - The consensus earnings estimate for the current quarter is $0.30 per share, indicating a year-over-year increase of +700.0% [6] - For the full year, the expected earnings are $1.22 per share, representing a year-over-year change of +506.7% [7] Estimate Revisions - Over the past 30 days, the Zacks Consensus Estimate for CorMedix has increased by 30.43%, with two estimates moving higher and no negative revisions [6] - The consensus estimate for the full year has increased by 26.74% during the same timeframe [8] Zacks Rank - CorMedix currently holds a Zacks Rank 1 (Strong Buy), indicating strong potential for outperformance based on earnings estimate revisions [9] - Stocks with Zacks Rank 1 and 2 have historically outperformed the S&P 500 [9] Stock Performance - CorMedix shares have increased by 8.5% over the past four weeks, suggesting positive investor sentiment driven by impressive estimate revisions [10]

Core Insights - CorMedix (CRMD) reported quarterly earnings of $0.28 per share, exceeding the Zacks Consensus Estimate of $0.20 per share, and showing a significant improvement from a loss of $0.25 per share a year ago [1] - The company achieved revenues of $39.74 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 7.94%, compared to revenues of $0.81 million in the same quarter last year [2] - CorMedix has consistently outperformed consensus EPS and revenue estimates over the last four quarters [2] Earnings Performance - The earnings surprise for the recent quarter was +40.00%, following a previous surprise of +20% when actual earnings were $0.30 per share against an expectation of $0.25 [1][2] - The current consensus EPS estimate for the upcoming quarter is $0.22, with expected revenues of $39.89 million, and for the current fiscal year, the EPS estimate is $0.97 on revenues of $159.01 million [7] Stock Performance and Outlook - CorMedix shares have increased approximately 47.5% since the beginning of the year, significantly outperforming the S&P 500's gain of 7.9% [3] - The company's favorable estimate revisions trend prior to the earnings release has resulted in a Zacks Rank 1 (Strong Buy), indicating expectations for continued outperformance in the near future [6] Industry Context - The Medical - Biomedical and Genetics industry, to which CorMedix belongs, is currently ranked in the top 41% of over 250 Zacks industries, suggesting a positive outlook for stocks within this sector [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) The company achieved significant profitability and strengthened its financial position in Q2 2025, driven by DefenCath and financing [Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The company achieved significant profitability and substantial asset growth in Q2 2025, driven by product sales and financing activities [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$252.6 million**, driven by cash, while equity surged to **$220.6 million** by June 30, 2025 Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $159,309 | $40,651 | | Total current assets | $248,057 | $114,575 | | **Total Assets** | **$252,599** | **$118,846** | | **Liabilities & Equity** | | | | Total current liabilities | $31,711 | $33,840 | | **Total Liabilities** | **$31,969** | **$34,189** | | **Total Stockholders' Equity** | **$220,630** | **$84,657** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company achieved **$19.8 million** net income for Q2 2025 and **$40.5 million** for six months, reversing prior-year losses Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $39,737 | $806 | $78,818 | $806 | | Gross profit (loss) | $37,874 | $296 | $75,359 | ($522) | | Income (loss) From Operations | $19,544 | ($15,301) | $39,669 | ($32,005) | | Net Income (Loss) | $19,828 | ($14,151) | $40,472 | ($28,618) | | Net Income (Loss) Per Share – Basic | $0.29 | ($0.25) | $0.60 | ($0.50) | | Net Income (Loss) Per Share - Diluted | $0.28 | ($0.25) | $0.58 | ($0.50) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities generated **$49.7 million** cash for H1 2025, resulting in a **$118.7 million** net increase in cash Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $49,728 | ($31,350) | | Net cash (used in) provided by investing activities | ($20,407) | $15,214 | | Net cash provided by financing activities | $89,335 | $959 | | **Net Increase (Decrease) in Cash** | **$118,658** | **($15,178)** | | **Cash, Cash Equivalents and Restricted Cash - End of Period** | **$159,414** | **$28,645** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail Melinta acquisition, **$150 million** convertible notes, improved liquidity, and a **$2.0 million** impact from Medicaid rebate changes - On August 7, 2025, the Company entered into an agreement to acquire Melinta Therapeutics for **$260 million** in cash and **$40 million** in common shares, with additional contingent payments possible[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) - To partially fund the Melinta acquisition, the company entered into agreements on August 6, 2025, to issue **$150 million** in convertible senior notes due 2030 with a **4.00%** interest rate[27](index=27&type=chunk)[28](index=28&type=chunk) - The company's revenue is highly concentrated, with one customer (Customer A) accounting for **59%** of revenue in Q2 2025 and **68%** for the first six months of 2025[37](index=37&type=chunk) - A change in estimate for Medicaid utilization rates negatively impacted net income by **$2.0 million** for the three months ended June 30, 2025, reducing basic and diluted EPS by **$0.03** and **$0.02**, respectively[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes profitability to DefenCath's launch, with a planned Melinta acquisition and strengthened liquidity [Results of Operations](index=45&type=section&id=Results%20of%20Operations) Revenue surged to **$78.8 million** for H1 2025, driving a **241%** increase in net income and reversing prior-year losses Comparison of Operating Results (in thousands) | Metric | 6 Months 2025 | 6 Months 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $78,818 | $806 | 9,678% | | Gross profit (loss) | $75,359 | ($522) | 14,530% | | Research and development | ($5,635) | ($1,489) | 279% | | Selling and marketing | ($10,858) | ($13,724) | (21)% | | General and administrative | ($19,197) | ($16,270) | 18% | | Income (loss) from operations | $39,669 | ($32,005) | 224% | | Net income (loss) | $40,472 | ($28,618) | 241% | - Revenue for the six months ended June 30, 2025, increased by **$78.0 million**, or **9,678%**, due to the commercial launch of DefenCath in April 2024 (inpatient) and July 2024 (outpatient)[194](index=194&type=chunk) - Selling & Marketing expenses decreased by **21%** for the six-month period, primarily due to higher pre-launch and launch costs for DefenCath incurred in 2024[197](index=197&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved to **$190.7 million** cash and investments, supported by **$49.7 million** operating cash flow and an **$82.4 million** public offering - On June 30, 2025, the company completed a public offering of common stock, receiving net proceeds of approximately **$82.4 million**[204](index=204&type=chunk) - Net cash provided by operating activities was **$49.7 million** for the first six months of 2025, a stark contrast to the **$31.4 million** used in the same period of 2024, primarily due to achieving net income[207](index=207&type=chunk) - As of June 30, 2025, the company estimates it has sufficient cash to fund operations for at least the next twelve months[213](index=213&type=chunk) [Critical Accounting Estimates](index=49&type=section&id=Critical%20Accounting%20Estimates) Key estimates include variable consideration, litigation contingencies, and a **$2.0 million** negative impact from Medicaid rebate changes - A change in estimate for Medicaid and commercial rebates negatively impacted net income by **$2,029,000** for the three months ended June 30, 2025, due to new information on utilization rates[219](index=219&type=chunk) - The company maintains a full valuation allowance against its deferred tax assets as of June 30, 2025, despite generating taxable income, due to uncertainty regarding the full year's profitability compared to historical losses[219](index=219&type=chunk) - Estimating variable consideration for product returns is a critical estimate due to a lack of significant historical trends, with an accrued returns allowance of **$2.2 million** as of June 30, 2025[220](index=220&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a Smaller Reporting Company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a Smaller Reporting Company, CorMedix is not required to provide quantitative and qualitative disclosures about market risk[222](index=222&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2025, with no material changes in internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[223](index=223&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[224](index=224&type=chunk) [PART II OTHER INFORMATION](index=52&type=section&id=PART%20II%20OTHER%20INFORMATION) This section details legal proceedings, new risk factors from the Melinta acquisition and international trade, and other corporate information [Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing legal proceedings, including a securities class action lawsuit and shareholder derivative litigation - For information regarding legal proceedings, the report refers to Note 5, Commitments and Contingencies, in the financial statements[227](index=227&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) New risks relate to the Melinta acquisition, including integration challenges, and potential impacts from international trade policies and tariffs - The proposed acquisition of Melinta is subject to significant risks, including the potential for the merger not to be completed, which could adversely affect the company's stock price and business[228](index=228&type=chunk) - The company may be unable to successfully integrate Melinta's business, which could prevent the realization of anticipated synergies and benefits[234](index=234&type=chunk) - The company's business may be adversely affected by tariffs and trade restrictions, as it relies on third-party manufacturers in Europe for DefenCath, with a new **15%** EU tariff announced on certain products[240](index=240&type=chunk)[242](index=242&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the reporting period - There were no unregistered sales of equity securities during the period[247](index=247&type=chunk) [Other Information](index=55&type=section&id=Item%205.%20Other%20Information) On August 6, 2025, the company filed a Third Amended and Restated Certificate of Designation for its Series E Convertible Preferred Stock - On August 6, 2025, the Company filed a Third Amended and Restated Certificate of Designation for the Series E Convertible Preferred Stock[250](index=250&type=chunk) [Exhibits](index=56&type=section&id=Item%206.%20Exhibits) Key exhibits include the Melinta Merger Agreement, Convertible Notes forms, and Sarbanes-Oxley certifications - Key exhibits filed with the report include the Merger Agreement with Melinta, forms for the Convertible Notes offering, and Sarbanes-Oxley certifications[253](index=253&type=chunk)

[The Merger](index=7&type=section&id=ARTICLE%20I%20THE%20MERGER) This article outlines the merger process, including transaction structure, closing, and effects on equity and operations [The Merger](index=7&type=section&id=Section%201.01%20The%20Merger) Merger Sub will merge into the Company, which will survive as a wholly owned subsidiary of Parent - Merger Sub will merge into the Company, with the Company surviving as a wholly owned subsidiary of Parent[18](index=18&type=chunk) [The Closing](index=7&type=section&id=Section%201.02%20The%20Closing) The merger closing will occur remotely on the second business day after all conditions are met or waived - The closing will take place remotely no later than the second business day after all conditions are satisfied or waived[19](index=19&type=chunk) [Effective Time](index=7&type=section&id=Section%201.03%20Effective%20Time) The merger becomes effective upon filing the Certificate of Merger with the Delaware Secretary of State - The merger's effective time is established by the filing of the Certificate of Merger with the Delaware Secretary of State[20](index=20&type=chunk) [Effects of Merger](index=7&type=section&id=Section%201.04%20Effects%20of%20Merger) The Surviving Company will assume all assets, rights, debts, and liabilities of both the Company and Merger Sub - Post-merger, the Surviving Company assumes all assets and liabilities of both the Company and Merger Sub[21](index=21&type=chunk) [Certificate of Formation and Operating Agreement](index=7&type=section&id=Section%201.05%20Certificate%20of%20Formation%20and%20Operating%20Agreement) The Surviving Company will adopt Merger Sub's operating agreement and an amended certificate of formation, named "Melinta Therapeutics, LLC" - The Surviving Company will adopt Merger Sub's operating agreement and an amended certificate of formation, and its name will be "Melinta Therapeutics, LLC"[22](index=22&type=chunk)[23](index=23&type=chunk) [Manager and Officers](index=8&type=section&id=Section%201.06%20Manager%20and%20Officers) Merger Sub's management team will become the manager and initial officers of the Surviving Company - Merger Sub's existing management team will assume leadership roles in the Surviving Company[24](index=24&type=chunk)[25](index=25&type=chunk) [Closing Deliveries](index=8&type=section&id=Section%201.07%20Closing%20Deliveries) This section details the specific documents and actions required from both Parent and the Company at or before the closing - Parent is required to deliver executed copies of the Escrow, Contingent Payment, and Registration Rights Agreements, along with evidence of Parent Share issuance[26](index=26&type=chunk)[27](index=27&type=chunk) - The Company must deliver executed payoff letters for all Closing Debt, the executed Certificate of Merger, and Option Treatment Agreements covering at least 85% of underlying shares from options and promised equity grants[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) [Effect on Equity Interests and Company Options](index=10&type=section&id=Section%201.08%20Effect%20on%20Equity%20Interests%20and%20Company%20Options) This section specifies the treatment of all equity at the merger's effective time, including share conversion and option cancellation - Each Company Share converts into the right to receive a portion of the Merger Consideration as defined in the Allocation Schedule[34](index=34&type=chunk) - All outstanding Company Options will be canceled. Holders who sign an Option Treatment Agreement will receive their portion of the Closing Cash Consideration and potential future payments from milestones and net sales[35](index=35&type=chunk) - Unvested Company Options for current employees will be fully accelerated immediately prior to closing[35](index=35&type=chunk) - The Company Equity Plan will be terminated at the Effective Time[38](index=38&type=chunk) [Payment of Merger Consideration](index=11&type=section&id=Section%201.09%20Payment%20of%20Merger%20Consideration) This section details the payment mechanics at closing, including cash, share issuance, and escrow deposits - At closing, Parent will pay the Closing Cash Consideration to Equityholders and issue the Closing Share Consideration to Consenting Company Members[39](index=39&type=chunk) - Parent will deposit the **$4,000,000** Adjustment Escrow Amount with the Escrow Agent and the Members' Representative Reserve with the Members' Representative[40](index=40&type=chunk)[41](index=41&type=chunk)[319](index=319&type=chunk) - Payments to Company Optionholders that are considered compensation will be processed through payroll systems, subject to tax withholding[44](index=44&type=chunk) [Post-Closing Adjustment](index=13&type=section&id=Section%201.10%20Post-Closing%20Adjustment) This section outlines the process for a post-closing true-up of the merger consideration based on final financial calculations - Within 75 days post-closing, Parent will provide a Closing Statement with final calculations of key financial metrics[51](index=51&type=chunk) - The Members' Representative has a 30-day Objection Period to dispute the Closing Statement. Unresolved disputes are submitted to an Independent Expert for a final and binding decision[52](index=52&type=chunk)[53](index=53&type=chunk) - If the final Adjusted Closing Cash Consideration is higher than the estimate, Parent pays the excess; if lower, the shortfall is paid to Parent from the Adjustment Escrow Fund. Adjustments under **$50,000** are disregarded[55](index=55&type=chunk)[56](index=56&type=chunk) [Members' Representative](index=15&type=section&id=Section%201.13%20Members'%20Representative) Deerfield Private Design Fund IV, L.P. is appointed as the exclusive agent for all Equityholders with broad authority - Deerfield Private Design Fund IV, L.P. is appointed as the Members' Representative with exclusive authority to act on behalf of all Equityholders[61](index=61&type=chunk) - The representative is authorized to manage post-closing adjustments, tax matters, contingent payments, and any disputes[61](index=61&type=chunk) - The Members' Representative is indemnified by the Equityholders for costs and is not liable for actions taken in good faith. Expenses are paid from the Members' Representative Reserve[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) [Representations and Warranties of the Company](index=18&type=section&id=ARTICLE%20II%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20THE%20COMPANY) This article details the Company's assurances regarding its capital structure, financial health, contracts, and regulatory compliance [Capital Structure](index=18&type=section&id=Section%202.02%20Capital%20Structure) The Company represents its authorized and outstanding membership interests, including preferred shares and options Company Capital Structure (as of Agreement Date) | Security Type | Authorized | Issued and Outstanding | | :--- | :--- | :--- | | **Company Preferred Shares** | 50,000,000 | 50,000,000 | | **Company Common Shares** | 8,825,000 | 0 | | **- Reserved for Equity Plan** | 8,825,000 | N/A | | **- Options Outstanding** | N/A | 8,338,000 (underlying shares) | | **- Available for Future Grants** | N/A | 487,000 (underlying shares) | [Financial Statements; Undisclosed Liabilities](index=22&type=section&id=Section%202.06%20Financial%20Statements%3B%20Undisclosed%20Liabilities) The Company warrants its financial statements comply with GAAP and confirms no undisclosed liabilities exist - The Company has provided audited financial statements for the fiscal year ended December 31, 2024, and unaudited statements for the six-month period ended June 30, 2025[94](index=94&type=chunk) - The Company asserts it has no liabilities of any nature other than those reflected on its June 30, 2025 balance sheet, incurred in the ordinary course since that date, or related to the transaction[95](index=95&type=chunk) [Employee Benefits](index=27&type=section&id=Section%202.10%20Employee%20Benefits) The Company represents its employee benefit plans comply with laws and the merger will not trigger new benefits or parachute payments - All company benefit plans are listed and have been administered in material compliance with ERISA and the Code[125](index=125&type=chunk)[127](index=127&type=chunk) - The merger itself will not trigger any new compensation, accelerated vesting, or other benefits for any Company service provider[131](index=131&type=chunk) - The transaction will not result in any "excess parachute payments" as defined by Section 280G of the tax code[133](index=133&type=chunk) [Material Contracts](index=30&type=section&id=Section%202.12%20Material%20Contracts) The Company has provided a list of its material contracts, warranting their validity and absence of default - Material contracts include those with payments or receipts exceeding **$300,000** in 2024 or 2025[138](index=138&type=chunk) - Contracts with restrictive clauses, such as non-compete or "most favored nations" provisions, are also classified as material[138](index=138&type=chunk) - The Company represents that all listed Material Contracts are in full force and effect, and no party is in material default[141](index=141&type=chunk) [Regulatory Matters](index=33&type=section&id=Section%202.15%20Regulatory%20Matters) The Company represents compliance with Health Laws, proper clinical trials, and manufacturing practices, with a key trial completion date - The Company and its products are in material compliance with all applicable Health Laws, including those from the FDA[147](index=147&type=chunk) - All clinical trials have been conducted in compliance with Good Clinical Practices, and manufacturing adheres to Good Manufacturing Practices[149](index=149&type=chunk)[152](index=152&type=chunk) - Enrollment in the phase III trial of Rezzayo for prophylaxis of certain infections in transplant patients is expected to be complete on or before **October 31, 2025**[164](index=164&type=chunk) [Intellectual Property](index=38&type=section&id=Section%202.17%20Intellectual%20Property) The Company warrants sole ownership of its IP, non-infringement, and protection of trade secrets - The Company asserts sole ownership of all Company Owned IP, free and clear of liens (other than Permitted Liens)[171](index=171&type=chunk) - The Company's business does not infringe on third-party IP, and to its knowledge, no third party is infringing on the Company's material IP[172](index=172&type=chunk) - The merger will not result in the loss, impairment, or required transfer of any Company IP rights[181](index=181&type=chunk) [Top Customers; Top Suppliers](index=43&type=section&id=Section%202.27%20Top%20Customers%3B%20Top%20Suppliers) The Company has provided lists of top customers and suppliers, confirming stable relationships - A list of the top 20 customers and top 20 suppliers for the 12 months ended December 31, 2024, has been provided[196](index=196&type=chunk) - The Company represents that no top customer or supplier has terminated or indicated an intent to terminate their business relationship in the last 12 months[197](index=197&type=chunk) [Representations and Warranties of Parent and Merger Sub](index=44&type=section&id=ARTICLE%20III%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20PARENT%20AND%20MERGER%20SUB) This article details Parent's assurances regarding its capital structure, financial solvency, and SEC compliance [Capital Structure](index=44&type=section&id=Section%203.02%20Capital%20Structure) Parent represents its capital structure, including authorized and outstanding stock, and confirms valid issuance of merger shares Parent Capital Structure (as of August 5, 2025) | Security Type | Authorized | Issued and Outstanding | | :--- | :--- | :--- | | **Parent Common Shares** | 160,000,000 | 74,648,992 | | **Parent Preferred Stock** | 2,000,000 | 91,623 (Series C-3 and E) | - The Parent Shares to be issued as Closing Share Consideration are duly authorized and will be validly issued, fully paid, and non-assessable[203](index=203&type=chunk) [Solvency; Financing](index=46&type=section&id=Section%203.09%20Solvency%3B%20Financing) Parent warrants its solvency and confirms sufficient funds for the merger, with financing not a closing condition - Parent represents it is solvent and will remain so after the merger[212](index=212&type=chunk) - Parent has secured sufficient funds for the transaction through a **$150,000,000** convertible note offering and cash on hand[214](index=214&type=chunk) - The receipt of financing is not a condition precedent to Parent's obligations under the agreement[214](index=214&type=chunk) [SEC Filings](index=47&type=section&id=Section%203.11%20SEC%20Filings) Parent represents its SEC filings are timely, compliant, and free of material misstatements, and its shares are Nasdaq-listed - Parent's SEC reports filed since January 1, 2023, are materially compliant with SEC regulations and do not contain untrue statements of material fact[216](index=216&type=chunk) - Parent is in compliance with Nasdaq listing rules and is not aware of any pending action to delist its shares[216](index=216&type=chunk) [Covenants Relating to Conduct of Business](index=49&type=section&id=ARTICLE%20IV%20COVENANTS%20RELATING%20TO%20CONDUCT%20OF%20BUSINESS) This article outlines the Company's operational restrictions and non-solicitation obligations during the pre-closing period [Conduct of Business of the Company Group](index=49&type=section&id=Section%204.01%20Conduct%20of%20Business%20of%20the%20Company%20Group) The Company must conduct business in the ordinary course and is restricted from certain actions without Parent's consent - The Company must operate in the ordinary course of business between signing and closing[225](index=225&type=chunk) - Key restrictions on the Company without Parent's consent include: - Declaring dividends or repurchasing equity - Issuing new shares or options - Amending its Certificate of Formation or Operating Agreement - Making capital expenditures over **$100,000** - Granting significant increases in employee compensation or benefits[226](index=226&type=chunk)[227](index=227&type=chunk) [No Solicitation](index=54&type=section&id=Section%204.04%20No%20Solicitation) The Company agrees not to solicit or engage in discussions regarding alternative acquisition proposals - The Company is prohibited from soliciting or negotiating any alternative "Acquisition Proposal"[233](index=233&type=chunk) - The Company must immediately cease all existing discussions with other parties and terminate their access to any data rooms[233](index=233&type=chunk) [Additional Agreements](index=54&type=section&id=ARTICLE%20V%20ADDITIONAL%20AGREEMENTS) This article covers mutual efforts for regulatory approvals, employee matters, indemnification, and specific pre-closing distributions [Filings; Other Actions; Notification](index=55&type=section&id=Section%205.04%20Filings%3B%20Other%20Actions%3B%20Notification) Both parties will use best efforts for regulatory approvals, including HSR, and Parent may undertake divestitures - Both parties will use reasonable best efforts to obtain all necessary regulatory approvals, including under the HSR Act[239](index=239&type=chunk) - Parent agrees to undertake Remedy Actions, such as asset sales, to gain antitrust clearance, unless such actions would create a Burdensome Condition[240](index=240&type=chunk) [Employee Matters](index=57&type=section&id=Section%205.05%20Employee%20Matters) Parent commits to comparable employee compensation and benefits for one year post-closing, honoring severance and bonuses - For one year post-closing, Company employees will receive a base salary, bonus opportunities, and benefits no less favorable than what they had prior to the merger[252](index=252&type=chunk) - Parent will honor the Company Severance Plan and the Equity Value Recognition Bonus Plan[253](index=253&type=chunk) - If not paid prior to closing, 2025 annual bonuses will be paid by Parent no later than **March 15, 2026**[254](index=254&type=chunk) [Director and Officer Indemnification](index=60&type=section&id=Section%205.09%20Director%20and%20Officer%20Indemnification) The Surviving Company will assume existing indemnification rights, and the Company will purchase a six-year D&O tail policy - All rights to indemnification for the Company's directors and officers for pre-closing acts will survive the merger for a period of six years[263](index=263&type=chunk) - The Company will purchase a six-year "tail" D&O liability insurance policy, with the cost included as a Transaction Expense[264](index=264&type=chunk) [R&W Policy](index=65&type=section&id=Section%205.14%20R%26W%20Policy) Parent will maintain the R&W insurance policy as the sole recourse for breaches, waiving subrogation except for fraud - Parent will maintain the R&W Policy, which will be the sole recourse for breaches of the Company's representations and warranties post-closing[279](index=279&type=chunk)[311](index=311&type=chunk) - The R&W insurer will waive subrogation rights against Equityholders, except in the case of actual fraud[279](index=279&type=chunk) [Pre-Closing Distribution](index=65&type=section&id=Section%205.16%20Pre-Closing%20Distribution) The Company will distribute its rights to the Feptanbli Product and License Agreement to its members before closing - The Company will assign its rights to the Feptanbli Product and License Agreement to its members before the merger closes[281](index=281&type=chunk) [Conditions Precedent to the Merger](index=65&type=section&id=ARTICLE%20VI%20CONDITIONS%20PRECEDENT%20TO%20THE%20MERGER) This article outlines the mutual and individual conditions that must be satisfied for the merger to close [Conditions to Each Party's Obligation](index=65&type=section&id=Section%206.01%20Conditions%20to%20Each%20Party's%20Obligation) Mutual closing conditions include no legal restraints, Company Member Approval, and HSR Act waiting period expiration - Mutual closing conditions include: - No legal prohibitions on the merger - Company Member Approval has been obtained - HSR Act waiting period has expired or been terminated[284](index=284&type=chunk)[285](index=285&type=chunk)[286](index=286&type=chunk) [Additional Conditions to Obligations of the Company](index=66&type=section&id=Section%206.02%20Additional%20Conditions%20to%20Obligations%20of%20the%20Company) The Company's closing obligation depends on Parent's representations remaining true, covenant compliance, and no Parent Material Adverse Effect - The Company is not obligated to close if Parent has breached its representations or covenants in a material way[288](index=288&type=chunk) - A Parent Material Adverse Effect that is continuing would relieve the Company of its obligation to close[289](index=289&type=chunk) [Additional Conditions to the Obligations of Parent](index=66&type=section&id=Section%206.03%20Additional%20Conditions%20to%20the%20Obligations%20of%20Parent) Parent's closing obligation depends on the Company's representations, covenant compliance, Feptanbli distribution, and no Company Material Adverse Effect - Parent is not obligated to close if the Company has breached its representations or covenants in a material way[292](index=292&type=chunk) - The Pre-Closing Distribution of the Feptanbli asset must have occurred[294](index=294&type=chunk) - A Company Material Adverse Effect that is continuing would relieve Parent of its obligation to close[294](index=294&type=chunk) [Termination, Amendment and Waiver](index=67&type=section&id=ARTICLE%20VII%20TERMINATION%2C%20AMENDMENT%20AND%20WAIVER) This article details the conditions under which the merger agreement can be terminated by either party [Termination](index=67&type=section&id=Section%207.01%20Termination) The agreement can be terminated by mutual consent, if closing is delayed past the Outside Date, or due to material breach - The agreement can be terminated by either party if the merger does not close by the Outside Date of **November 3, 2025**[296](index=296&type=chunk) - Termination is also possible due to a final, non-appealable legal prohibition or an uncured material breach by the other party[297](index=297&type=chunk) - Parent may terminate if the Company fails to deliver the required member approval within 12 hours of signing[297](index=297&type=chunk) [Effect of Termination](index=68&type=section&id=Section%207.02%20Effect%20of%20Termination) Termination voids the agreement, but liability for fraud or willful material breach prior to termination survives - Upon termination, the agreement becomes void, but liability for fraud or a willful and material breach prior to termination survives[299](index=299&type=chunk) [General Provisions](index=69&type=section&id=ARTICLE%20VIII%20GENERAL%20PROVISIONS) This article covers the survival of covenants, governing law, and specific enforcement rights for the agreement [Survival; Non-Recourse](index=69&type=section&id=Section%208.01%20Survival%3B%20Non-Recourse) Representations and warranties do not survive closing, with the R&W policy as Parent's sole recourse for breaches - All representations and warranties made by both parties in the agreement do not survive the closing[304](index=304&type=chunk)[305](index=305&type=chunk) - Parent's sole recourse for any breach of the Company's representations and warranties after closing is limited to claims under the R&W Policy[311](index=311&type=chunk) [Governing Law](index=89&type=section&id=Section%208.08%20Governing%20Law) The agreement and related disputes will be governed by the laws of the State of Delaware - The governing law for the agreement is the State of Delaware[431](index=431&type=chunk) [Specific Enforcement; Jurisdiction](index=89&type=section&id=Section%208.10%20Specific%20Enforcement%3B%20Jurisdiction) Parties agree to seek specific performance and submit to the exclusive jurisdiction of Delaware courts for disputes - Parties are entitled to seek specific performance to enforce the terms of the agreement, as monetary damages are considered inadequate[433](index=433&type=chunk) - All legal proceedings related to the agreement must be brought exclusively in the courts of the State of Delaware[434](index=434&type=chunk) [Exhibits](index=95&type=section&id=Exhibits) This article contains supplementary documents detailing contingent payments, registration rights, and warrant terms [Exhibit E: Form of Contingent Payment Agreement](index=99&type=section&id=EXHIBIT%20E%20Form%20of%20Contingent%20Payment%20Agreement) This exhibit outlines terms for future milestone and net sales payments to former Company members for specific products Rezzayo Product Milestone Payments | Milestone Event | Payment Amount | | :--- | :--- | | FDA approval includes Candida | $20,000,000 | | FDA approval includes Aspergillus | $2,500,000 | | FDA approval includes Pneumocystis | $2,500,000 | - Net Sales Payments will be made quarterly based on a tiered percentage of U.S. Net Sales for the Rezzayo Product and a flat percentage for the Minocin Product[492](index=492&type=chunk) - Parent is obligated to use Commercially Reasonable Efforts to achieve the milestones and to commercialize, promote, and sell each Product[528](index=528&type=chunk)[531](index=531&type=chunk) [Exhibit F: Form of Registration Rights Agreement](index=126&type=section&id=EXHIBIT%20F%20Form%20of%20Registration%20Rights%20Agreement) This agreement grants registration rights for shares received in the merger and includes lock-up provisions - The Company must file a resale registration statement on Form S-3 covering all Registrable Securities[610](index=610&type=chunk) - A Lock-Up Period of up to **120 days** applies to certain "Restricted Shares," with releases scheduled at **60 days** and **120 days** post-closing[656](index=656&type=chunk) - The Company is responsible for all expenses related to the registration, including up to **$35,000** in fees for the Holders' legal counsel per registration[643](index=643&type=chunk) [Exhibit M: Form of Closing Share Warrants](index=156&type=section&id=EXHIBIT%20M%20Form%20of%20Closing%20Share%20Warrants) This exhibit provides the form for pre-funded warrants to purchase Parent's common stock, detailing exercise and limitations - The warrants are pre-funded with a remaining exercise price of only **$0.001** per share[707](index=707&type=chunk) - Warrants can be exercised on a cash or cashless basis at the holder's option[708](index=708&type=chunk)[709](index=709&type=chunk)[710](index=710&type=chunk) - An exercise limitation prevents the holder from beneficially owning more than a specified percentage (e.g., **4.9%**) of the Company's outstanding common stock[729](index=729&type=chunk)

Core Insights - CorMedix (CRMD) is anticipated to report a year-over-year increase in earnings driven by higher revenues for the quarter ended June 2025, with a consensus EPS estimate of $0.20, reflecting a +180% change [1][3] - Revenues are projected to reach $36.82 million, representing a significant increase of 4445.7% compared to the same quarter last year [3] Earnings Expectations - The stock may experience upward movement if the actual earnings exceed expectations, while a miss could lead to a decline [2] - The consensus EPS estimate has been revised down by 2.9% over the last 30 days, indicating a reassessment by analysts [4] Earnings Surprise Prediction - CorMedix has a positive Earnings ESP of +27.12%, suggesting analysts are optimistic about the company's earnings prospects [12] - The company holds a Zacks Rank of 1, indicating a strong likelihood of beating the consensus EPS estimate [12] Historical Performance - In the last reported quarter, CorMedix exceeded the expected earnings of $0.25 per share by delivering $0.30, resulting in a +20.00% surprise [13] - Over the past four quarters, CorMedix has consistently beaten consensus EPS estimates [14] Industry Comparison - Kymera Therapeutics, another player in the medical sector, is expected to report a loss of $0.74 per share, marking a year-over-year decline of -27.6% [18] - Kymera's revenues are projected at $34.46 million, up 34.4% from the previous year, but it has a negative Earnings ESP of -35.92% [19][20]