What changed in this filing

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Item 9A. Controls and Procedures

2024-03-12 compared with 2023-03-30 · 1568 added, 2055 removed, 520 unchanged (87% of the section changed)

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participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design

and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)).

and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) (the “Exchange

Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure

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in Internal Control Over Financial Reporting

than the appointment of our Chief Executive Officer, effective May 10, 2022, there were no changes in our internal control over financial reporting

during our year ended December 31, 2022, or in other factors that could significantly affect these controls, that materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting during our year ended December 31, 2023, or in other factors that could

significantly affect these controls, that materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

Annual Report on Internal Controls Over Financial Reporting

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- Corporate Governance” section of our website, www.cormedix.com .

following table sets forth the name, age and position of each of our directors as of March 15, 2023:

following table sets forth the name, age and position of each of our directors as of February 15, 2024:

Director Since

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Director and Chief Executive Officer

September 2020

Janet Dillione

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Steven Lefkowitz

Todisco became a director of CorMedix in March 2022.

Prior to joining CorMedix as our Chief Executive Officer, he was a senior

executive at Amneal Pharmaceuticals, where for the past 11 years he has held various roles, most recently as Executive Vice President,

Chief Commercial Officer where he was responsible for Amneal Specialty, a growing branded products business.

During his tenure at Amneal,

Todisco held roles overseeing corporate development and international operations, leading commercial teams in several international

markets including the UK, Australia and Germany, as well as leading Amneal’s merger integration with Impax Laboratories in 2018.

He was previously Co-Founder and managing executive of Gemini Laboratories, a specialty pharmaceutical company focused on the sales and

marketing for niche branded products in the US Market.

Gemini Laboratories was established as an affiliate of Amneal Pharmaceuticals

and was subsequently acquired by Amneal in 2018.

Prior to joining Amneal, Mr.

Todisco was Vice President, Business Development &

Licensing at Ranbaxy, Inc.

where he was responsible for developing and executing Ranbaxy’s North American commercial business strategy.

Prior to Ranbaxy, he held various roles at Par Pharmaceutical, and in his earlier career held positions at Oppenheimer & Company

and Marsh & McLennan Companies.

Todisco obtained his MBA in finance from Fordham Graduate School of Business and his BA in Economics

from Georgetown University.

Among other qualifications, attributes and skills, Mr.

Todisco’s business expertise and significant

executive management experience in the pharmaceutical industry led to the conclusion of our Board that he should serve as a director

of our Company in light of our business and structure.

Costa has been a director of CorMedix since September 2020.

Costa previously served as President and Chief Executive Officer

of Novartis U.S.

Corporation, from October 2005 to August 2008.

Prior to his work at Novartis U.S.

Corporation, Mr.

Costa was President

and Chief Executive Officer of Novartis Pharmaceuticals, U.S.

from July 1999 to September 2005.

Prior to joining Novartis, Mr.

spent 30 years at Johnson & Johnson, including as President of Janssen Pharmaceutica, Inc.

from 1992 to 1998.

From August 2009 to

August 2012, Mr.

Costa served as Chairman of the Board of Amylin Pharmaceuticals Inc, a commercial stage biopharma company, until its

sale to Bristol-Myers Squibb and AstraZeneca in a $7 billion transaction in 2012.

Costa served as Director from June 2009 to October

2013 and Chairman until May 2022 of MacroGenics, Inc., a public oncology focused biopharma company.

Costa received his undergraduate

degree from São Paulo School of Business Administration and earned a master’s degree in business administration from Harvard

Business School.

Among other experience, qualifications, attributes and skills, Mr.

Costa’s significant depth of experience in

the pharmaceutical industry, including service as a director and executive of pharmaceutical companies, led to the conclusion of our

Board that he should serve as a director of our Company in light of our business and structure.

Robert Stewart

Joseph Todisco

became a director of CorMedix in March 2022.

He was a senior executive at Amneal Pharmaceuticals for 11 years prior to joining CorMedix.

He held various roles at Amneal Pharmaceuticals, most recently as Executive Vice President, Chief Commercial Officer where he was responsible

for Amneal Specialty, a growing branded products business.

During his tenure at Amneal, Mr.

Todisco held roles overseeing corporate development

and international operations, leading commercial teams in several international markets including the UK, Australia and Germany, as well

as leading Amneal’s merger integration with Impax Laboratories in 2018.

He was previously Co-Founder and managing executive of Gemini

Laboratories, a specialty pharmaceutical company focused on the sales and marketing for niche branded products in the US Market.

Laboratories was established as an affiliate of Amneal Pharmaceuticals and was subsequently acquired by Amneal in 2018.

Prior to joining

Todisco was Vice President, Business Development & Licensing at Ranbaxy, Inc.

where he was responsible for developing

and executing Ranbaxy’s North American commercial business strategy.

Prior to Ranbaxy, he held various roles at Par Pharmaceutical,

and in his earlier career held positions at Oppenheimer & Company and Marsh & McLennan Companies.

Todisco obtained his MBA

in finance from Fordham Graduate School of Business and his BA in Economics from Georgetown University.

Among other qualifications, attributes

and skills, Mr.

Todisco’s business expertise and significant executive management experience in the pharmaceutical industry led

to the conclusion of our Board that he should serve as a director of our Company in light of our business and structure.

Dillione has been a director of CorMedix since August 2015.

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From 1994, he served in senior positions in Research

and Development in the Pharmaceutical Division of Johnson and Johnson including President and Managing Director of Janssen, the major

and Development in the Pharmaceutical Division of Johnson and Johnson including President and Managing Director of the Janssen, the major

research, development and regulatory arm of the pharmaceuticals division at Johnson & Johnson.

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Dunton was the Head/Senior Vice President of Research, Development and Regulatory Affairs of Purdue Pharma L.P., a private pharmaceutical

Dunton received his Bachelor of Science degree in biochemistry, magna cum laude, from State University of New York at Buffalo,

and received his M.D.

from New York University School of Medicine.

In addition to CorMedix, Dr.

Dunton currently serves on the boards

of three public companies, as a Director at Palatin Technologies, Inc.

Dunton currently serves on the boards of three public companies, as a Director at Palatin Technologies,

and Oragenics, Inc.

he chairs the Compensation Committees of both

He also serves as a member of the Audit Committees of these companies.

he chairs the Compensation Committees of both companies.

He also serves as a member of the Audit Committees

of these companies.

Additionally, Dr.

Dunton is a member of the board of

Recce Pharma Ltd., an Australian public biotechnology company focused on developing novel anti-infectives for serious and life threatening

Dunton is a member of the board of Recce Pharma Ltd., an Australian public biotechnology company

focused on developing novel anti-infectives for serious and life-threatening diseases.

Dunton received his Bachelor of Science degree

in biochemistry, magna cum laude, from State University of New York at Buffalo, and received his M.D.

from New York University School

Among other qualifications, Dr.

Dunton’s significant depth of experience in the pharmaceutical industry, including service

as a director of public pharmaceutical companies, led to the conclusion of our Board that he should serve as a director of our Company

in light of our business and structure.

Dunton’s significant depth of experience in the pharmaceutical industry, including

service as a director of public pharmaceutical companies, led to the conclusion of our Board that he should serve as a director of our

Company in light of our business and structure.

Kaplan became a director of CorMedix in April 2016 and became Chairman of the Board in August 2017.

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of Kleinberg, Kaplan, Wolff & Cohen, P.C., a New York City general practice law firm, where he has practiced corporate and securities

law for more than forty years.

law for more than fifty years.

Kaplan became a trustee of the Lehman Brothers Plan Holding Trust.

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Board that he should serve as a director of our Company in light of our business and structure.

Board has undertaken a review of the independence of our directors and has determined that (i) all current directors, except Mr.

Todisco, our Chief Executive Officer, are independent

within the meaning of Section 5605(b) of the Nasdaq Marketplace Rules, (ii) all members of our Audit Committee meet the additional test

for independence for audit committee members imposed by SEC regulation and Section 5605(c) of the Nasdaq Marketplace Rules, (iii) all

of the members of our Compensation Committee are independent within the meaning of Section 5605(d) of the Nasdaq Marketplace Rules, and

(iv) all of the members of our Nominating and Governance Committee, except Mr.

Todisco, our Chief Executive Officer, are independent within the meaning of Section 5605(e) of the Nasdaq

Marketplace Rules.

Stewart became a director of CorMedix in April 2023.

Stewart is the current Chief Executive Officer of Theramex, a global

specialty pharmaceutical company dedicated to women’s health, and has served in this role since March 2020.

Prior to this, Mr.

Stewart served as Chief Executive Officer of Amneal Pharmaceuticals Inc.

from 2018 to 2019, and from 2009 through 2018 Mr.

Stewart served

in senior roles with Allergan, formerly Watson and Actavis, most notably as Chief Operating Officer (2015 – 2018) and President,

Global Operations (2009 – 2015).

Stewart has also previously held management roles with Abbott Laboratories, Knoll Pharmaceutical

Company, and Hoffmann La Roche, Inc.

Stewart currently sits on the Board of Directors of Cipla Ltd and serves on the Board of Trustees

for Fairleigh Dickinson University.

Stewart obtained his bachelor’s degree in Finance & Business Management from Fairleigh

Dickinson University.

Among other qualifications, Mr.

Stewarts significant depth of experience in the pharmaceutical industry, including

service as an executive director of other pharmaceutical companies, led to the conclusion of our Board that he should serve as a director

of our Company in light of our business and structure.

common stock is listed on the Nasdaq Global Market.

Under the rules of Nasdaq, independent directors must comprise a majority of a listed

company’s board of directors.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a

listed company’s audit, compensation and nominating and corporate governance committees be independent.

Under the rules of Nasdaq,

a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors,

that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

Additionally, compensation committee members must not have a relationship with us that is material to the director’s

ability to be independent from management in connection with the duties of a compensation committee member.

committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered

independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity

as a member of the audit committee, the board of directors or any other board of directors committee:

(i) accept, directly or indirectly,

any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries;

or (ii) be an affiliated

person of the listed company or any of its subsidiaries.

Board has undertaken a review of the independence of our directors and has determined that (i) all current directors other than Mr.

are independent within the meaning of Section 5605(b) of the Nasdaq Marketplace Rules, (ii) all members of our Audit Committee meet the

additional test for independence for audit committee members imposed by SEC regulation and Section 5605(c) of the Nasdaq Marketplace

Rules, (iii) all of the members of our Compensation Committee are independent within the meaning of Section 5605(d) of the Nasdaq Marketplace

Rules, and (iv) all of the members of our Nominating and Governance Committee are independent within the meaning of Section 5605(e) of

the Nasdaq Marketplace Rules.

Board has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee.

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Our Nominating and Governance Committee currently consists of Mr.

Costa (Chair), Mr.

Kaplan (Chair), Ms.

Dillione, and Mr.

The membership of these committees may be changed after our next annual meeting.

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website at www.cormedix.com under the “Investor Relations—Corporate Governance” tab.

Audit Committee monitors our corporate financial statements and reporting and our external audits, including, among other things, our

internal controls and audit functions, the results and scope of the annual audit and other services provided by our independent registered

public accounting firm and our compliance with legal matters that have a significant impact on our financial statements.

The Audit Committee

also consults with our management and our independent registered public accounting firm prior to the presentation of financial statements

to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs.

The Audit Committee is responsible for

establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or

auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing

In addition, the Audit Committee is directly responsible for the appointment, retention, compensation and oversight of the work

of our independent registered public accounting firm, including approving services and fee arrangements.

All related party transactions

will be approved by the Audit Committee before we enter into them.

From time to time, the Board

also conducts business through other duly appointed committees, such as the Strategy Committee, that are established on an ad hoc basis.

The Strategy Committee was formed by the Board to evaluate and oversee certain of the Company’s strategic planning activities.

2023, the Strategy Committee acted by unanimous written consent on one occasion and held no committee meetings.

The Strategy Committee

consists of Steve Lefkowitz, Myron Kaplan and Rob Stewart.

Audit Committee assists the Board in its oversight of our corporate financial statements and reporting and our external audits, including,

among other things, our internal controls and audit functions, the results and scope of the annual audit and other services provided

by our independent registered public accounting firm and our compliance with legal matters that have a significant impact on our financial

The Audit Committee also consults with our management and our independent registered public accounting firm prior to the

presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs.

The Audit Committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting,

internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding

questionable accounting or auditing matters.

In addition, the Audit Committee is directly responsible for the appointment, retention,

compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements.

All related party transactions will be approved by the Audit Committee before we enter into them.

our independent registered public accounting firm and internal financial personnel regularly meet with, and have unrestricted access

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including, among other things, annual salaries, bonuses, and other incentive compensation arrangements.

In addition, the Compensation

Committee administers our equity compensation plans, including granting stock options to our executive officers.

The Compensation Committee

also reviews and approves employment agreements with executive officers and other compensation policies and matters.

2016, we have periodically engaged Frederic W.

Cook & Co., an independent compensation consultant, for input on the compensation

of our Named Executive Officers and directors.

The Compensation Committee assessed the independence of Frederic W.

Cook & Co., considering

the factors required by the Nasdaq Global Market Listing Rules and concluded that no conflict of interest exists that would prevent Frederic

The Compensation Committee also

reviews and makes recommendations to our Board regarding changes in director compensation.

In addition, the Compensation Committee administers

our equity compensation plans, including granting stock options to our executive officers.

The Compensation Committee also reviews and

approves employment agreements with executive officers and other compensation policies and matters.

Pursuant to its charter, the Compensation

Committee has the power to form and delegate authority to subcommittees and to delegate authority to one or more members of the Compensation

2016, the Company and the Compensation Committee have periodically engaged Frederic W.

Cook & Co., an independent compensation consultant,

for input on the compensation of our Named Executive Officers and directors.

The Compensation Committee assessed the independence of

Cook & Co., considering the factors required by the Nasdaq Global Market Listing Rules and concluded that no conflict

of interest exists that would prevent Frederic W.

from independently representing our Company.

In the future, we, or the Compensation Committee, may engage or seek the

advice of Frederic W.

In the future, we, or the

Compensation Committee, may engage or seek the advice of Frederic W.

Cook & Co., or another compensation consultant.

our 2021 annual meeting of stockholders, our stockholders indicated their preference that we solicit a non-binding advisory vote on the

compensation of the named executive officers, commonly referred to as a “Say-On-Pay” vote, every year.

This vote is not intended

to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy,

policies and practices described in this Annual Report on Form 10-K.

The Compensation Committee evaluates our executive compensation

program in light of our benchmarking of peer companies with the advice of Frederic W.

Cook as well as our shareholders’ views’

including the “Say-On-Pay” votes when making future decisions regarding executive compensation.

We solicited a “Say-On-Pay

vote at our 2022 annual meeting of stockholders, and the next “Say-On-Pay” vote will occur at the 2023 annual meeting of

stockholders.

member of the Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.

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governance practices and reporting and making recommendations to the Board concerning corporate governance matters.

The following table sets forth the name, age and

position of each of our executive officers as of March 15, 2023:

following table sets forth the name, age and position of each of our executive officers as of December 31, 2023:

Position(s) with CorMedix

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Matthew David

Chief Financial Officer

Phoebe Mounts

Executive Vice President and General Counsel and Head of Regulatory, Compliance and Legal

Elizabeth Hurlburt

Executive Vice President and Head of Clinical Operations

Executive Vice President and Chief Financial Officer

Beth Zelnick Kaufman

Executive Vice President and Chief Legal Officer and Corporate Secretary

Executive Vice President and Chief Commercial Officer

Elizabeth Hurlburt

Executive Vice President and Head, Clinical and Medical Affairs

Phoebe Mounts

Former Executive Vice President and General Counsel and Head of Regulatory, Compliance and Legal

the biography for Joseph Todisco under “Directors.”

David became our Chief Financial Officer in May 2020.

From October 4, 2021 through May 10, 2022, Dr.

David also served as

our interim Chief Executive Officer in addition to his role as Chief Financial Officer.

Prior to joining us, he most recently served

as Head of Strategy at Ovid Therapeutics Inc, a late-stage clinical biopharmaceutical company focused on developing treatments for rare

neurological disorders, where he was responsible for financing strategy and investor relations, and joined in October 2018.

David was a Strategic Advisor to Frequency Therapeutics, advising on financing, investor relations and strategic initiatives

from 2017 to early 2019.

M.D ., became our Executive Vice President and Chief Financial Officer in May 2020.

From October 4, 2021 through

May 10, 2022, Dr.

David also served as our interim Chief Executive Officer in addition to his role as Chief Financial Officer.

Prior to joining us, he most recently served as Head of Strategy at Ovid Therapeutics Inc, a late-stage clinical biopharmaceutical company

focused on developing treatments for rare neurological disorders, where he was responsible for financing strategy and investor relations,

and joined in October 2018.

Prior to Ovid, Dr.

David was a Strategic Advisor to Frequency Therapeutics, advising on financing, investor

relations and strategic initiatives from 2017 to early 2019.

Prior to Frequency, Dr.

David spent the majority of his career as an investment banker specialized in the life

sciences sectors, including at Piper Jaffray, Thomas Weisel Partners, Ferghana Partners and most recently at Bank of America Merrill

David spent the majority of his career as an investment

banker specialized in the life sciences sectors, including at Piper Jaffray, Thomas Weisel Partners, Ferghana Partners and most recently

at Bank of America Merrill Lynch.

As part of his experience as an investment banker, Dr.

David has advised on a broad range of capital raising and strategic transactions.

David has advised on a broad range of capital

raising and strategic transactions.

Earlier in his career, Dr.

David was part of the equity research team at Lehman Brothers, focusing on Large Pharma.

David began his

career as a surgical resident at Beth Israel Hospital, after receiving an M.D.

from NYU School of Medicine.

David earned his Bachelor

of Arts degree in Chemistry, magna cum laude, from Dartmouth College.

Mounts became our Executive Vice President and General Counsel and Head of Regulatory, Compliance and Legal in May 2019 and Technical

Operations in October 2021.

Prior to her employment with us, Dr.

Mounts was a partner at Morgan, Lewis & Bockius LLP, where she provided

legal counsel to life sciences companies for over 20 years.

As part of her work at Morgan Lewis, Dr.

Mounts had been providing us legal

services as outside counsel since 2013, with responsibility for developing our FDA regulatory strategies for DefenCath.

Prior to graduating

from Georgetown University Law Center, Dr.

Mounts was on the faculty of the Johns Hopkins University School of Public Health for 16 years,

specializing in molecular biology and infectious disease.

She received her Ph.D.

in molecular biology from the University of Edinburgh

Elizabeth Hurlburt became

our Executive Vice President and Head of Clinical Operations in March 2018.

Her current role is Executive Vice President and Head of

Clinical and Medical Affairs, effective May 2022.

David was part of the equity research team at Lehman Brothers, focusing

on Large Pharma.

David began his career as a surgical resident at Beth Israel Hospital, after receiving an M.D.

from NYU School of

David earned his Bachelor of Arts degree in Chemistry, magna cum laude, from Dartmouth College.

Beth Zelnick Kaufman

became our Executive Vice President and Chief Legal Officer and Corporate Secretary on December 12, 2023.

She has more than two decades

of legal, compliance and operations experience in the life sciences industry.

Prior to joining CorMedix, she most recently served as Chief

Legal and Administrative Officer and Corporate Secretary of Akorn Pharmaceuticals, a specialty and generic pharmaceuticals company.

Zelnick Kaufman also served in several roles at Amneal Pharmaceuticals, a publicly traded global generics, biosimilars and branded pharmaceuticals

company, including roles as Assistant General Counsel, Vice President, Legal Affairs, and Head of Government Affairs.

During her tenure

at these and other pharmaceutical companies, Ms.

Zelnick Kaufman gained deep experience in the pharmaceutical industry across legal, regulatory,

government affairs, and other operational areas.

Earlier in her career, Ms.

Zelnick Kaufman held roles at Actavis, Alpharma and Topcon

America and spent time as an Associate in the law firm Brown, Rudnick.

Mistry became our Senior Vice President of Payer Strategy, Government Affairs and Trade in March 2020.

Her current role is Executive

Vice President and Chief Commercial Officer, effective January 2023.

Prior to joining CorMedix, Erin held roles as VP market access at

Intarcia therapeutics as well as Senior Managing Director of the global Value and Access practice at Syneos Health.

During her career,

Erin has worked with emerging, mid-size, and large biopharma companies with a focus on pricing, access and reimbursement.

She currently

serves on the boards of Incubate Coalition and the AntiMicrobial Working Group, both in Washington, DC.

Erin holds a B.S.

in Industrial

Engineering (healthcare) and an M.S.

in Biomechanical Engineering from North Carolina State University.

Hurlburt became our Executive Vice President and Head of Clinical Operations in March 2018.

Her current role is Executive Vice

President and Head of Clinical and Medical Affairs, effective May 2022.

Prior to her employment, Ms.

Hurlburt had been providing us clinical operations expertise

as a consultant since late November 2017.

Before she began her consulting career, she held several progressive management roles in clinical

operations, most recently at Gemphire Therapeutics, as a Senior Director, Clinical Operations from April 2015 to October 2016, then as

Vice President, Clinical Operations from October 2016 to March 2018.

Hurlburt had been providing us clinical

operations expertise as a consultant since late November 2017.

Before she began her consulting career, she held several progressive management

roles in clinical operations, most recently at Gemphire Therapeutics, as a Senior Director, Clinical Operations from April 2015 to October

2016, then as Vice President, Clinical Operations from October 2016 to March 2018.

Hurlburt received her B.A.

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in Management and Leadership from Western Governors University.

Erin Mistry became our Senior Vice

President of Payer Strategy, Government Affairs and Trade in March 2020.

Her current role is Executive Vice President and Chief Commercial

Officer, effective January 2023.

Prior to joining CorMedix, Erin held roles as VP market access at Intarcia therapeutics as well as Senior

Managing Director of the global Value and Access practice at Syneos Health.

During her career, Erin has worked with emerging, mid-size,

and large biopharma companies with a focus on pricing, access and reimbursement.

She currently serves on the boards of Incubate Coalition

and the AntiMicrobial Working Group, both in Washington, DC.

Erin holds a B.S.

in Industrial Engineering (healthcare) and an M.S.

in Biomechanical

Engineering from North Carolina State University.

On May 10, 2022, Thomas Nusbickel, our former Chief

Commercial Officer, and CorMedix mutually agreed to part ways, effective June 1, 2022.

December 31, 2023, Phoebe Mounts, our former Executive Vice President and General Counsel and Head of Regulatory, Compliance and Legal,

voluntarily resigned effective December 31, 2023.

See Item 11, Executive Compensation , for further detail on the terms of Ms.

Mounts’ separation with the Company.

Executive Compensation

Compensation in Fiscal 2023

following table shows the compensation earned by each non-employee director of our Company for the year ended December 31, 2022:

following table shows the compensation earned by each of our non-employee directors for the year ended December 31, 2023:

Earned or Paid in Cash ($)

Awards (1)(2)

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Steven Lefkowitz

(1) The amounts included in this

column are the dollar amounts representing the full grant date fair value of each stock option award calculated in accordance with

FASB ASC Topic 718 and do not represent the actual value that may be recognized by the directors upon option exercise.

information on the valuation assumptions used in calculating these amounts, see Note 9 to our audited financial statements included

in this Annual Report on Form 10-K.

of December 31, 2022, the number of shares underlying options held by each non-employee director was as follows:

Robert Stewart

amounts included in this column are the dollar amounts representing the full grant date fair

value of each stock option award calculated in accordance with FASB ASC Topic 718 and do

not represent the actual value that may be recognized by the directors upon option exercise.

For information on the valuation assumptions used in calculating these amounts, see Note

7 to our audited financial statements included in this Annual Report on Form 10-K.

of December 31, 2023, the number of shares underlying options held by each non-employee director

was as follows:

83,750 shares for Mr.

145,000 shares for Ms.

62,500 for Mr.

112,500 shares for Dr.

126,000 shares for Mr.

shares for Mr.

108,000 shares

and 39,200 shares for Mr.

(3) Effective

October 15, 2023, Mr.

Costa ceased as a member of the Company’s board of directors.

Compensation Plan

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no adjustment was needed with regard to Board and committee cash compensation for 2023.

2022 compensation program is set forth below in the table.

Each year we make an annual grant of stock options to each non-employee director

with respect to 20,000 shares and we make an initial grant of stock options to new non-employee directors with respect to 25,000 shares,

prorated as appropriate.

All stock options are subject to continued service on the Board through the vesting date.

The exercise price

per share of each stock option granted to our non-employee directors is equal to the fair market value of our common stock as determined

based upon the closing sales price for our stock on the date of grant.

The 2023 compensation program

is set forth below in the table.

Each year we make an annual grant of stock options to each non-employee director with respect to 20,000

shares and we make an initial grant of stock options to new non-employee directors with respect to 25,000 shares, prorated as appropriate.

On March 5, 2024, the Board approved an increase in the annual and initial grant of stock options to non-employee directors, whereby

such directors will receive an annual option grant with respect to 30,000 shares (from 20,000 shares) and new non-employee directors

will receive an initial option grant with respect to 30,000 shares (from 25,000 shares).

All stock options are subject to continued service

on the Board through the vesting date.

The exercise price per share of each stock option granted to our non-employee directors is equal

to the fair market value of our common stock as determined based upon the closing sales price for our stock on the date of grant.

First Election to Board

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Additional Annual Fee - Strategic Committee Members

Additional One-Time Fee - Search Committee for CEO

one third each on the date of grant and the first and second anniversary date of grant.

monthly over one year after the grant date.

additional one-time fee for the Search Committee for CEO was paid in Q2 2022.

maintain a Deferred Compensation Plan for Directors, pursuant to which our non-employee directors may defer all of their cash director

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accelerated to five business days after the effective date of the change in control.

of Compensation

The key components of our executive compensation

package are cash compensation (salary and annual bonuses), long-term equity incentive awards and change in control and other severance

These components are administered with the goal of providing total compensation that recognizes meaningful differences in

individual performance, is competitive, varies the opportunity based on individual and corporate performance, and is valued by our Named

Executive Officers.

During 2022, our Named Executive Officers were Joseph Todisco, Matthew David, Phoebe Mounts, Elizabeth Hurlburt and

Thomas Nusbickel.

Todisco’s service as our Chief Executive Officer was effective May 10, 2022.

Nusbickel separated from

service as our Chief Commercial Officer effective June 1, 2022.

is the Compensation Committee’s objective to set a competitive rate of annual base salary for each Named Executive Officer.

Compensation Committee believes competitive base salaries are necessary to attract and retain top quality executives, since it is common

practice for public companies to provide their named executive officers with a guaranteed annual component of compensation that is not

subject to performance risk.

The Compensation Committee, on its own or with outside consultants, may establish salary ranges for the

Named Executive Officers, with minimum to maximum opportunities that cover the normal range of market variability.

The actual base salary

for each Named Executive Officer is then derived from those salary ranges based on his or her responsibility, tenure and past performance

and market comparability.

Annual base salaries for the Named Executive Officers are reviewed and approved by the Compensation Committee

in the first quarter following the end of the previous performance year.

Changes in base salary are based on the scope of an individual’s

current job responsibilities, individual performance in the previous performance year, target pay position relative to the peer group,

and our salary budget guidelines.

The Compensation Committee reviews established goals and objectives, and determines an individual’s

achievement of those goals and objectives and considers the recommendations provided by the Chief Executive Officer to assist it in determining

appropriate salaries for the Named Executive Officers other than the Chief Executive Officer.

the years ended December 31, 2022 and 2021, with the advice of outside consultants, including Frederic W.

the Compensation Committee increased the salaries of certain of our Named Executive Officers to account for adjustments in the market.

See under the caption “Employment Agreements.”

March 2019, May 2020, March 2021 and March 2022, respectively, we entered into an employment agreement with each of Phoebe Mounts, our

Executive Vice President and General Counsel and Head of Regulatory, Compliance and Legal, Matthew David, our Executive Vice President

and Chief Financial Officer, Elizabeth Hurlburt, our Executive Vice President and Head of Clinical Operations, and Joseph Todisco, our

Chief Executive Officer.

These agreements provide for a salary for each Named Executive Officer and are described under the caption “Employment

David, our Chief Financial Officer, served as interim Chief Executive Officer until Mr.

Todisco was appointed Chief Executive Officer,

effective May 10, 2022.

David’s base salary was increased from $330,000 to $425,000 to account for the additional responsibilities

associated with serving as the interim Chief Executive Officer.

His compensation as the interim Chief Executive Officer is described

under the caption “Employment Agreements.” Following Dr.

David’s tenure as the interim Chief Executive Officer, and

as he continues to serve as Chief Financial Officer, his annual base salary was $375,000.

March 16, 2022, we entered into an employment agreement with Mr.

Todisco to serve as our Chief Executive Officer, effective May 10, 2022.

base salary information for our Named Executive Officers for 2022 is described under the caption “Employment Agreements.”

maintain the CorMedix Inc.

Executive Bonus Plan (the “Bonus Plan”), which is used to grant annual and other performance bonuses

to executives, including our Named Executive Officers.

The Bonus Plan provides for bonuses based on achievement of performance objectives,

as determined by the Compensation Committee for each performance period.

As part of their compensation package, our Named Executive Officers

generally have the opportunity to earn annual non-equity incentive bonuses under the Bonus Plan.

Annual non-equity bonuses are designed

to reward superior executive performance while reinforcing our short-term strategic operating goals.

The Board approves, based on the

Compensation Committee’s recommendation, an annual corporate target award for the Named Executive Officers based on a percentage

of base salary and any applicable terms in any individual employment agreements.

Annual bonus targets as a percentage of base salary increase

with executive rank so that for the more senior executives, a greater proportion of their total cash compensation is contingent upon annual

For 2022, Dr.

Hurlburt and Mr.

Nusbickel were each eligible for an annual target bonus of 30% each of their respective

base salary then in effect.

David was eligible for an annual target bonus of 30% of base salary prior to serving as interim Chief

Executive Officer and the target was increased to 60% of base salary while serving in that role.

Following Dr.

David’s tenure as

the interim Chief Executive Officer, and as he continues to serve as Chief Financial Officer, his current annual target bonus is 40%.

Todisco joined the Company on May 10, 2022 and his bonus is described in more detail under the caption “Employment Agreements.”

At the beginning of the performance year, the Board

approves annual corporate goals and objectives, based on the recommendations of the Compensation Committee.

The Board or Compensation

Committee approves bonus awards, if any, for each Named Executive Officer based on the achievement of these pre-established corporate

goals and such other factors as our Board or Compensation Committee deems appropriate, based on recommendations of the Compensation Committee.

For any given performance year, proposed annual bonuses may range from 0% to 100% of target, or higher under certain circumstances.

performance has a significant impact on the annual bonus amounts because the Compensation Committee and Board believe it is an appropriate

measure of how the Named Executive Officer contributed to business results.

For 2022, the Compensation Committee determined that it was

appropriate to pay bonuses to Mr.

David and Ms.

Hurlburt based on achievement of corporate goals and individual

performance in 2022.

David and Ms.

Hurlburt received performance bonuses of $305,760, $88,200, $147,235

and $84,848, respectively.

In the case of Dr.

David, his bonus reflected his bonus targets as both the interim Chief Executive Officer

and Chief Financial Officer, on a prorated basis.

These bonuses were paid in early 2023.

Nusbickel received a bonus in accordance

with the terms of his separation agreement as described under “Employment Agreements” below.

2021, the Compensation Committee approved a special performance bonus opportunity under the Bonus Plan for Dr.

Matthew David, then interim

Chief Executive Officer, Executive Vice President and Chief Financial Officer, Dr.

Phoebe Mounts, Executive Vice President and General

Counsel and Head of Technical Operations, and Ms.

Elizabeth Hurlburt, Executive Vice President and Head of Clinical Operations, to provide

an incentive for the Company’s leadership team to accomplish specific performance objectives during a performance period beginning

October 1, 2021 and ending March 31, 2022.

The executives had an opportunity to earn a performance bonus of up to 30% of salary for Dr.

Mounts and Ms.

Hurlburt and up to 60% of salary for Dr.

David based on attainment of key performance objectives, continued employment

and compliance with restrictive covenants.

With new leadership while Dr.

David served as interim Chief Executive Officer, the Compensation

Committee determined that it was appropriate to provide specific targeted performance objectives tied to incentive payments to drive

performance that is intended to support our long-term performance.

In May 2022, Dr.

Mounts and Ms.

Hurlburt received performance

bonuses of $242,250, $106,875 and $89,775, respectively.

Incentive Equity Awards

believe that long-term performance is achieved through an ownership culture that encourages high performance by our Named Executive Officers

through the use of stock-based awards.

Our long-term incentive plans were established to provide our employees, including our Named Executive

Officers, with incentives to help align employees’ interests with the interests of our stockholders.

The Compensation Committee

believes that the use of stock-based awards offers the best approach to achieving our long-term compensation goals.

We have historically

elected to use stock options as the primary long-term equity incentive vehicle;

however, the Compensation Committee may in the future

utilize other forms of equity grants as part of our long-term incentive program.

We have selected the Black-Scholes method of valuation

for share-based compensation.

Due to the early stage of our business and our desire to preserve cash, we may provide a greater portion

of total compensation to our Named Executive Officers through stock options and other equity grants than through cash-based compensation.

The Compensation Committee generally oversees the administration of our equity plans.

On October 13, 2022, our shareholders approved the Amended and Restated

2019 Omnibus Stock Incentive Plan, which, subject to certain adjustments, authorizes us to issue up to 4,800,000 additional shares of

our common stock as long-term equity incentives to our employees, consultants and directors.

The long-term incentives may be in the form

of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, or other rights or

benefits to employees, consultants, and directors of our Company or a related entity.

Compensation Committee or the Board, based on Compensation Committee recommendations, makes stock option awards to Named Executive Officers

based upon a review of competitive compensation data, its assessment of individual performance, a review of each Named Executive Officer’s

existing long-term incentives, and retention considerations.

Periodic stock option grants are made, or recommended to the Board, at the

discretion of the Compensation Committee to eligible employees and, in appropriate circumstances, the Compensation Committee considers

the recommendations of our Chief Executive Officer.

Stock options granted to employees have an exercise

price equal to the fair market value of our common stock on the day of grant, typically vest based on continued employment and, for performance-based

grants, upon the achievement of certain performance-based milestones, and generally expire 10 years after the date of grant.

value of the options granted to the Named Executive Officers in the Summary Compensation Table is determined in accordance with the Black-Scholes

method of valuation for share-based compensation.

Incentive stock options also include certain other terms necessary to ensure compliance

with the Code.

In February 2023, the Board, based on the recommendation

of the Compensation Committee, granted time-based stock options to our Named Executive Officers based on 2022 metrics as determined by

The time-based stock options vest annually in four increments while the executive remains employed by the Company.

granted 125,000 time-based stock options each to Dr.

Mounts and Ms.

Hurlburt, all with an exercise price of $4.43 per share,

and 400,000 time-based stock options to Mr.

Todisco with an exercise price of $4.43 per share.

January 2021, the Board, based on the recommendation of the Compensation Committee, granted a mix of time-based and performance-based

stock options to Drs.

Mounts and David, Messrs.

Armstrong and Baluch, and Ms.

Hurlburt, which vested annually in four increments while

the executive remained employed by the Company.

These performance-based stock options were forfeited in December 2022 because the performance

was not achieved and, in the case of Messrs.

Armstrong and Baluch, they no longer remained employed by us.

expect to continue to use stock options as a long-term incentive vehicle because:

options align the interests of our Named Executive Officers with those of our stockholders, supporting a pay-for-performance culture,

foster employee stock ownership, and focus the management team on increasing value for our stockholders.

options are performance-based.

All of the value received by the recipient of a stock option is based on the growth of the stock price.

In addition, stock options can be issued with vesting based on the achievement of performance goals.

options help to provide balance to the overall executive compensation program as base salary and annual bonuses focus on short-term compensation,

while the vesting of stock options increases stockholder value over the longer term.

vesting period of stock options encourages executive retention and the preservation of stockholder value.

In determining the number of

stock options to be granted to our Named Executive Officers, we take into account the individual’s position, scope of responsibility,

ability to affect profits and stockholder value, the individual’s historic and recent performance and the value of stock options

in relation to other elements of the individual Named Executive Officer’s total compensation.

Benefits and Perquisites

Named Executive Officers are parties to employment agreements as described below.

In addition, consistent with our compensation philosophy,

we intend to continue to maintain our current benefits for our Named Executive Officers, including medical, dental and life insurance

and the ability to contribute to a 401(k) plan;

however, the Compensation Committee in its discretion may revise, amend, or add

to the officer’s executive benefits if it deems it advisable.

We believe these benefits are currently comparable to benefit levels

for comparable companies.

Agreements with Current Named Executive Officers

March 16, 2022, we entered into an employment agreement with Mr.

Todisco, our Chief Executive Officer.

After the initial term, the term

of the employment agreement will automatically renew for additional successive one-year periods, unless either party notifies the other

in writing at least 90 days before the expiration of the then-current term that the term will not be renewed.

The terms of Mr.

employment agreement are further described below.

May 11, 2020, we entered into an employment agreement with Dr.

David to serve as our Chief Financial Officer.

After the initial three-year

term of the employment agreement, the term of the employment agreement will automatically renew for additional successive one-year periods,

unless either party notifies the other in writing at least 90 days before the expiration of the then-current term that the term will

not be renewed.

October 26, 2021, we entered into a letter agreement with Dr.

David which modified certain terms of his employment agreement, dated as

of May 11, 2020, and provided other compensation as a result of Dr.

David serving as our interim Chief Executive Officer, effective as

of October 4, 2021 through May 10, 2022.

Pursuant to the letter agreement, during the period in which Dr.

David served as interim Chief

Executive Officer, his base salary was increased to $425,000 from $330,000, which is the amount set forth in his employment agreement.

David ceased to serve as interim Chief Executive Officer and while he serves as Chief Financial Officer, he receives an annual

base salary of $375,000, effective May 10, 2022.

Under the letter agreement, Dr.

David’s target annual bonus with respect to the

period during which he served as interim Chief Executive Officer was increased to 60% from 30% of his base salary.

to service as interim Chief Executive Officer, his target annual bonus is 40% of his base salary.

March 10, 2021, we entered into an employment agreement with Ms.

Hurlburt to serve as our Executive Vice President and Head of Clinical

After the initial three-year term of the employment agreement, the term of the employment agreement will automatically renew

for additional successive one-year periods, unless either party notifies the other in writing at least 90 days before the expiration

of the then-current term that the term will not be renewed.

March 19, 2019, we entered into an employment agreement with Dr.

Mounts to serve as our Executive Vice President and General Counsel

and Head of Regulatory, Compliance and Legal, effective May 19, 2019.

The term of the employment agreement will automatically renew for

additional successive one-year periods, unless either party notifies the other in writing at least 90 days before the expiration of the

then-current term that the term will not be renewed.

On April 29, 2021, we entered into an employment agreement with Mr.

Nusbickel, our Chief Commercial Officer.

In connection with Mr.

Nusbickel’s separation from service effective June 1, 2022, we and

Nusbickel entered into a separation agreement and release dated as of May 10, 2022 (the “Nusbickel Separation Agreement”).

Nusbickel was eligible to receive severance benefits on account of termination without Cause under the employment agreement.

the Nusbickel Separation Agreement, Mr.

Nusbickel received the severance payments and benefits described in his employment agreement as

(i) lump sum payment of 44 days compensation in lieu of notice;

(ii) payment of base salary for a period of nine months following

June 1, 2022;

(iii) payment of an annual bonus on a prorated basis, for the 2022 year, based on achievement of specified bonus objectives;

(iv) the monthly payment of a portion of his COBRA premium for a period of nine months following June 1, 2022 or until he became eligible

for group health insurance coverage under another employer’s plan, whichever occurs first;

and (v) all equity awards and stock options

that are scheduled to vest on or before the next succeeding anniversary of the date of termination shall be accelerated and deemed to

have vested as of the termination date, provided that any performance-based equity awards and stock options will not accelerate, as such

vesting requirements have not been successfully met as of the date of termination.

Nusbickel is bound by confidentiality, non-solicitation

and non-competition covenants under his employment agreement, among other terms.

to their respective employment agreements, Mr.

Todisco receives an annual salary of $600,000 (effective May 2022), Dr.

Mounts receives

an annual salary of $375,000, Dr.

David receives an annual salary of $375,000 (effective May 2022), and Ms.

Hurlburt receives an annual

salary of $365,000 (effective May 2022).

David’s salary was increased to $425,000 from October 2021 to May 2022 while he served

as interim Chief Executive Officer.

Such salaries cannot be decreased unless all officers and/or members of our executive management

team experience an equal or greater percentage reduction in base salary and/or total compensation, provided that any reduction in an

executive’s salary may be no greater than 25%.

Each executive is eligible for an annual bonus

of up to 30% for Ms.

Hurlburt, up to 30% for Dr.

Mounts, up to 40% for Dr.

David (which was increased up to 60% while he served as interim

Chief Executive Officer) and up to 65% for Mr.

Todisco (solely with respect to the 2022 fiscal year, Mr.

Todisco will receive an annual

bonus not less than $195,000), of his or her base salary then in effect, as determined by our Board or the Compensation Committee.

determining such bonus payment, our Board or the Compensation Committee will take into consideration the achievement of specified Company

objectives, predetermined by our Board or the Compensation Committee and Chief Executive Officer, and such other factors as our Board

or the Compensation Committee deems appropriate.

Each executive generally must be employed through December 31 of a given year to be eligible

to earn that year’s annual bonus.

The following provisions

of the employment agreements with Mr.

Todisco, Drs.

David and Mounts and Ms.

Hurlburt are identical except where noted.

we terminate the executive’s employment for Cause (as defined in the employment agreement), the executive will be entitled to receive

only the accrued compensation due to him or her as of the date of such termination, rights to indemnification and directors’ and

officers’ liability insurance, and as otherwise required by law, and certain equity awards will be forfeited.

we terminate the executive’s employment other than for Cause, and other than for death, disability or notice of nonrenewal, or

if the executive resigns for Good Reason (as defined in the employment agreement), the executive will receive the following benefits:

(i) payment of any accrued compensation and any unpaid bonus relating to the completed prior year, as well as rights to indemnification

and directors’ and officers’ liability insurance and any rights or privilege otherwise required by law;

(ii) we will continue

to pay the executive’s base salary for a period of twelve months in the case of Mr.

Todisco following termination of employment

and nine months for the other executives;

(iii) payment on a prorated basis for any target bonus for the year of termination based on

the actual achievement of the specified bonus objectives;

(iv) if the executive timely elects continued health insurance coverage under

COBRA, then we will pay the premium to continue such coverage for him or her and his or her eligible dependents in an amount equal to

the portion paid for by us during the executive’s employment until the conclusion of the time when he or she is receiving continuation

of base salary payments or until he or she becomes eligible for group health insurance coverage under another employer’s plan,

whichever occurs first, provided however that we have the right to terminate such payment of COBRA premiums on behalf of the executive

and instead pay him or her a lump sum amount equal to the COBRA premium times the number of months remaining in the specified period

if we determine in our discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the

and (v) unvested equity awards that are scheduled to vest on or before the next succeeding anniversary of the date of termination

shall be accelerated and deemed to have vested as of the termination date, and in the case of Mr.

Todisco, accelerated vesting of the

restricted stock units granted to him on May 10, 2022;

provided that any performance based equity awards or stock options whose vesting

requirements have not been successfully met as of the date of termination of employment or resignation with Good Reason will not accelerate.

In addition, in the event of a termination by the Company without Cause or the executive’s resignation of employment for Good Reason,

in either case within 24 months following a Corporate Transaction (as defined in the employment agreement), all equity awards and stock

options shall become fully vested and exercisable, and vested stock options will remain exercisable for a specified period of time following

termination or resignation or, if earlier, the expiration date of the stock option, and, in the case of Mr.

Todisco, a payment in the

amount of 150% of the sum of Mr.

Todisco’s then-current base salary and his target bonus in effect will be paid in equal monthly

installments over 18 months following termination.

The separation benefits set forth above are conditioned upon the executive executing

a release of claims against us, our parents, subsidiaries, and affiliates, and each such entities’ officers, directors, employees,

agents, successors, and assigns in a form acceptable to us, within a time specified therein, which release is not revoked within any

time period allowed for revocation under applicable law.

the executive terminates his or her employment by written notice of termination or if the executive or we terminate his or her employment

by providing a notice of nonrenewal at least 90 days before the employment agreement is set to expire, the executive will not be entitled

to receive any payments or benefits other than any accrued compensation, any unpaid prior year’s bonus, rights to indemnification

and directors’ and officers’ liability insurance and as otherwise required by law.

the executive’s employment is terminated as a result of his or her death or disability, we will pay the executive or the executive’s

estate, as applicable, any accrued compensation and any unpaid prior year’s bonus.

employment agreements with Mr.

Todisco, Drs.

David and Mounts and Ms.

Hurlburt each contain a non-compete provision that provides that

during the employment and for a specified period immediately following the executive’s separation from employment for any reason,

the executive is prohibited from engaging in any business involving the development or commercialization of a preventive anti-infective

product that would be a direct competitor of DefenCath/Neutrolin or a product containing taurolidine or any other product being actively

developed or produced by us within the United States and the European Union (or in the case of Dr.

Todisco and Ms.

worldwide) on the date of termination of his or her employment.

and Accounting Considerations

federal income tax generally limits the tax deductibility of compensation we pay to our Named Executive Officers and certain other officers

to $1.0 million each in the year the compensation becomes taxable to the executive officers.

Although deductibility of compensation is

considered, tax deductibility is not a primary objective of our compensation programs.

Rather, we seek to maintain flexibility in how

we compensate our executive officers so as to meet a broader set of corporate and strategic goals and the needs of stockholders, and

as such, we may be limited in our ability to deduct amounts of compensation from time to time.

Accounting rules require us to expense

the cost of our stock option grants.

Because of option expensing and the impact of dilution on our stockholders, we pay close attention

to, among other factors, the type of equity awards we grant and the number and value of the shares underlying such awards.

do not maintain any qualified or nonqualified defined benefit pension plans.

As a result, none of our Named Executive Officers participate

in or have benefits under qualified or nonqualified defined benefit pension plans sponsored by us.

Our Compensation Committee may elect

to adopt qualified or nonqualified pension benefit plans in the future if it determines that doing so is in our best interests.

Deferred Compensation

of our Named Executive Officers participate in nonqualified defined contribution plans or other nonqualified deferred compensation plans

maintained by us.

Our Compensation Committee may elect to provide our officers and other employees with nonqualified deferred compensation

benefits in the future if it determines that doing so is in our best interests.

Compensation Table

1 unchanged sentence

31, 2023 and 2022:

Name and Principal Position

Incentive Plan

Compensa-tion

Compen-sation

Joseph Todisco (2)

Chief Executive Officer

Matthew David (5)

Chief Financial Officer

Phoebe Mounts

and Principal Position

Incentive Plan Compensation

Other Compensation ($)

Executive Officer

Financial Officer

Vice President and Chief Commercial Officer

Executive Vice President and General Counsel and Head of Regulatory, Compliance and Legal

Elizabeth Hurlburt

Executive Vice President and Head of Clinical Operations

Thomas Nusbickel (10)

Former Executive Vice President and Chief Commercial Officer

The amounts included in this column are the dollar amounts representing the full grant date fair value of each award calculated in accordance with FASB ASC Topic 718 and do not represent the actual value that may be recognized by the Named Executive Officers upon option exercise.

Todisco became our Chief Executive Officer on May 10, 2022.

Represents annual bonus for the 2022 year that was accrued in fiscal year 2022 paid in 2023.

Represents premiums paid by us for health benefits and 401(k) plan employer match.

David served as the interim Chief Executive Officer effective October 4, 2021 through May 10, 2022.

Represents (i) an incentive cash award of $242,250, which was earned as a result of our performance during the period October 2021 through March 2022 and paid in 2022, under a special performance bonus opportunity, and (ii) $147,235 annual bonus for the 2022 year that was accrued in fiscal year 2022 and paid in 2023.

Solely with respect to (i) herein, $89,250 of the payment was accrued on an estimated basis during the year ended December 31, 2021 and the balance of $153,000 was booked during the year ended December 31, 2022.

Represents discretionary annual bonuses accrued in fiscal year 2021 paid in 2022.

Represents i) an incentive cash award of $106,875, which was earned as a result of our performance during the period October 2021 through March 2022 and paid in 2022, under a special performance bonus opportunity, and (ii) $88,200 annual bonus for the 2022 year that was accrued in fiscal year 2022 and paid in 2023.

Solely with respect to (i) herein, $39,375 of the payment was accrued on an estimated basis during the year ended December 31, 2021 and the balance of $67,500 was booked during the year ended December 31, 2022.

Represents (i) an incentive

cash award of $89,775, which was earned as a result of our performance during the period October 2021 through March 2022 and paid in

2022, under a special performance bonus opportunity, and (ii) $85,848 annual bonus for the 2022 year that was accrued in fiscal

year 2022 and paid in 2023.

Solely with respect to (i) herein, $33,075 of the payment was accrued on an estimated basis during the

year ended December 31, 2021 and the balance of $56,700 was booked during the year ended December 31, 2022.

On May 10, 2022, we and Thomas Nusbickel came to a mutual agreement pursuant to which Mr.

Nusbickel separated from service as our Chief Commercial Officer, effective June 1, 2022.

Stock options granted in 2022 include 50,000 options that were forfeited when his employment was terminated, with a grant date fair value of $152,950.

Represents an annual bonus for the 2022 year paid in 2023.

Represents premiums paid by us for health benefits, 401(k) plan employer match, sign-on bonus in cash amounted to $50,000 and severance pay for Mr.

Nusbickel of $320,673 of which $251,215 was paid in 2022 and the remaining balance of $69,458 is payable in 2023.

amounts included in this column are the dollar amounts representing the full grant date fair

value of each award calculated in accordance with FASB ASC Topic 718 and do not represent

the actual value that may be recognized by the Named Executive Officers upon option exercise.

(2) Represents

premiums paid by us for health benefits and 401(k) plan employer match.

Mistry became our Chief Commercial Officer on January 15, 2023.

Mistry was not an executive

officer during 2022.

Mounts’ service as an executive officer ceased on December 12, 2023, but her employment

continued through December 31, 2023.

(5) Represents

premiums paid by us for health benefits, Dr.

Mounts’ 401(k) employer match for 2023,

Mounts’ cash severance and accrued but unpaid paid time off through her termination

Disclosure to Summary Compensation Table

Agreements with Named Executive Officers

March 16, 2022, we entered into an employment agreement with Mr.

Todisco, our Chief Executive Officer.

The term of the employment agreement

will automatically renew for additional successive one-year periods on March 16 th of each calendar year, unless either party

notifies the other in writing at least 90 days before the expiration of the then-current term that the term will not be renewed.

Todisco is entitled to an annual salary of $618,000 (effective January 2023), and his target annual bonus is 65% of his base salary,

with the actual bonus entitlement based on the achievement of specified Company objectives.

On May 11, 2020, we entered into an employment agreement with Dr.

to serve as our Executive Vice President and Chief Financial Officer.

The term will automatically renew for additional successive one-year

periods on May 11 th of each calendar year, unless either party notifies the other in writing at least 90 days before the expiration

of the then-current term that the term will not be renewed.

David is entitled to an annual salary of $390,000 (effective January 2023),

and his target annual bonus is 40% of his base salary, with the actual bonus entitlement based on the achievement of specified Company

January 15, 2023, we entered into an employment agreement with Ms.

Mistry to serve as Executive Vice President and Chief Commercial Officer.

After the initial three-year term of the employment agreement, the term will automatically renew for additional successive one-year periods,

unless either party notifies the other in writing at least 90 days before the expiration of the then-current term that the term will

not be renewed.

Mistry receives an annual salary of $392,000, and her target annual bonus is 40% of her base salary, with the actual

bonus entitlement based on the achievement of specified Company objectives.

December 12, 2023, Dr.

Mounts served as our Executive Vice President and General Counsel and Head of Regulatory, Compliance and Legal

and received an annual salary of $375,000, with a target annual bonus of 30% of her base salary, with the actual bonus entitlement based

on the achievement of specified Company objectives.

connection with her departure, the Company and Dr.

Mounts entered into a separation agreement which provided for severance benefits,

including continued payment of her base salary for nine months, payment of her 2023 target annual bonus, and accelerated vesting of her

time-based stock options that were otherwise scheduled to vest on or before the first anniversary of her termination date.

For additional

information regarding Dr.

Mounts’ separation agreement, please see the section titled “ Potential Payments on a Qualifying

Termination .”

Payments Upon Termination or Change in Control

following provisions of the employment agreements with our Named Executive Officers are identical except where noted.

In the event that a Named

Executive Officer’s employment is terminated during the term of his or her employment agreement by the Company other than for Cause

(other than as a result of death or disability), or by the Named Executive Officer for Good Reason (as defined in the employment agreement),

the Named Executive Officer will, subject to execution of a general release of claims, be entitled to:

(i) a continuation of base salary

for a period of nine months;

except that Mr.

Todisco’s base salary will continue for 12 months (or 18 months if such termination

occurs within 24 months following a corporate transaction (as defined in the employment agreement));

(ii) payment on a prorated basis

for any target bonus for the year of termination based on the actual achievement of the specified bonus objectives (or in the case of

Todisco only, for 18 months, if such termination occurs within 24 months following a corporate transaction);

(iii) subsidized

COBRA premiums for up to nine months (or in the case of Mr.

Todisco only, for 18 months, if such termination occurs within 24 months following

a corporate transaction);

and (iv) one year of additional time vesting of the Named Executive Officer’s then-outstanding equity

awards (and in the case of Mr.

Todisco, accelerated vesting of the restricted stock units granted to him on May 10, 2022), or full

vesting if such termination occurs within 24 months following a corporate transaction.

Mounts’ separation agreement provides for severance benefits consistent with the terms of her employment agreement in connection

with a termination without “cause” prior to a corporate transaction.

Specifically, in exchange for a general release of claims

in favor of the Company and its affiliates, Dr.

Mounts’ cooperation with the transition of her position, and continued compliance

with certain restrictive covenants, the Company agreed to provide Dr.

Mounts with (i) a continuation of base salary ($31,250 per

month) for a period of nine months, (ii) payment of her full 2023 target annual bonus (as reflected in the “ Non-equity

Incentive Plan Compensation ” column of the Summary Compensation Table), and (iii) one year of additional time vesting of her

then-outstanding options.

of our Named Executive Officers is prohibited from engaging in any business involving the development or commercialization of a preventive

anti-infective product that would be a direct competitor of DefenCath/Neutrolin or a product containing taurolidine or any other product

being actively developed or produced by us within the United States and the European Union (or in the case of Dr.

David and Mr.

worldwide) on the date of termination of his or her employment for a period of 12 months following any termination of employment.

Company maintains the CorMedix Inc.

Amended and Restated 2019 Omnibus Stock Incentive Plan pursuant to which it has granted equity awards

to the Named Executive Officers, as well as other employees and service providers.

Equity Awards

Todisco was granted stock options to purchase 400,000 shares of the Company’s Common Stock on January 14, 2023.

The options granted

Todisco are scheduled to vest over a period of three years (with the first 25% vesting on the date of the grant, and the remainder

scheduled to vest in equal annual installments over the next three years thereafter, subject to continued employment).

David was granted stock options to purchase 125,000 shares of the Company’s Common Stock on January 14, 2023.

The options granted

David are scheduled to vest over a period of three years (with the first 25% vesting on the date of the grant, and the remainder

scheduled to vest in equal annual installments over the next three years thereafter, subject to continued employment).

Mistry was granted stock

options to purchase 200,000 shares of the Company’s Common Stock on January 14, 2023.

The options granted to Ms.

Mistry are scheduled

to vest over a period of three years (with the first 25% vesting on the date of the grant, and the remainder scheduled to vest in equal

annual installments over the next three years thereafter, subject to continued employment).

Mounts was granted stock options to purchase 125,000 shares of the Company’s Common Stock on January 14, 2023.

The options granted

Mounts were scheduled to vest over a period of three years (with the first 25% vesting on the date of the grant, and the remainder

scheduled to vest in equal annual installments over the next three years thereafter, subject to continued employment).

Equity Awards at Fiscal Year-End 2023

following table contains certain information concerning unexercised options for the Named Executive Officers as of December 31, 2023.

Option Awards

Number of Shares Underlying Unexercised Options (#) Exercisable

Number of Shares Underlying Unexercised Options (#) Unexercisable (1)

Equity Incentive Plan Awards:

of Shares Underlying Unexercised Options (#)

of Shares Underlying Unexercised Options (#) Unexercisable (1)

Incentive Plan Awards:

Number of Shares Underlying Unexercised Unearned Options

Option Exercise Price ($)

Option Expiration Date

Equity Incentive Plan Awards:

Exercise Price

Expiration Date

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards:

Incentive Plan Awards:

FMV or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

2 unchanged sentences

Phoebe Mounts (5)

Elizabeth Hurlburt

based on continued employment over four years.

vest based on achievement of specific milestones and continued employment and become exercisable if and when a milestone is achieved.

market value of the shares that could be acquired based on the closing sale price per share of our common stock on the Nasdaq Global

Market on December 31, 2022, which was $4.22.

vest based on achievement of specific milestones and continued employment and become exercisable

if and when a milestone is achieved.

market value of the shares that could be acquired based on the closing sale price per share

of our common stock on the Nasdaq Global Market on December 31, 2023, which was $3.76.

restricted stock unit represents the right to receive one share of our common stock.

The restricted stock units vest 50%

on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and the remaining 20% on the third anniversary

restricted stock units vest as follows:

50% on the first anniversary of the grant date, 30%

on the second anniversary of the grant date, and the remaining 20% on the third anniversary

of the grant date, subject to continued service through the applicable vesting date.

did not engage in any repricings or other modifications to any of our Named Executive Officers’ outstanding options during the

year ended December 31, 2022.

Mounts ceased serving as our General Counsel and Head of Regulatory, Compliance and Legal

effective December 12, 2023, but her employment continued through December 31, 2023.

Payments on a Qualifying Termination

the severance payments called for in our employment agreements for Mr.

Mounts and Ms.

Hurlburt had been triggered

on December 31, 2022, we would have been obligated to make the following payments:

Cash Severance

($ per month) and

(# of months paid)

($ per month)

and (# of months

Number of Options

(# that would vest)

($ market value) (2)

Restricted Stock

(# that would vest)

($ market value) (3)

Joseph Todisco

Matthew David

Phoebe Mounts

Elizabeth Hurlburt

of COBRA payments.

market value equals the difference between the fair market value of the shares that could be acquired based on the closing sale price

per share of our common stock on the Nasdaq Global Market on December 31, 2022, which was $4.22, and the exercise prices of the applicable

stock options.

fair market value of the shares that could be acquired was based on the closing sale price per share of our common stock on the Nasdaq

Global Market on December 31, 2022, which was $4.22.

(4) Represents

severance based on monthly base salary, payable for 12 months.

Any bonus for the year of termination based on performance would also

(5) Represents

severance based on monthly base salary, payable for 9 months.

Any bonus for the year of termination based on performance would also be

severance payment called for in the employment agreement with Thomas Nusbickel was triggered on June 1, 2022.

We were obligated to make

the following payment pursuant to the Separation Agreement with Mr.

Nusbickel, dated May 10,2022:

Cash Severance

($ per month) and

(# of months paid)

Severance Benefits

($ per month) and

(# of months paid) (1)

Number of Options

(# that would vest) and

($ market value) (2)

Thomas Nusbickel (3)

of COBRA payments.

market value equals the difference between the fair market value of the shares that could be acquired based on the closing sale price

per share of our common stock on the Nasdaq Global Market on December 31, 2022, which was $4.22, and the exercise prices of the applicable

stock options.

(3) Pursuant to Mr.

Nusbickel’s Separation Agreement, we paid Mr.

Nusbickel an additional lump sum payment of $39,423 which represented base salary for 44 days as pay in lieu of notice, and a prorated

bonus for the year of termination of $31,384.

(4) Represents

severance pay based on monthly base salary.

David and Ms.

Mistry had been triggered on December

31, 2023, we would have been obligated to make the following payments as described in more detail under the “ Potential Payments

Upon Termination or Change in Control ” summary above:

Equity Vesting

Todisco (no Corporate Transaction)

Todisco (within 24 months following a Corporate Transaction)

David (no Corporate Transaction)

David (within 24 months following a Corporate Transaction)

Mistry (no Corporate Transaction)

Mistry (within 24 months following a Corporate Transaction)

respect to outstanding stock options, represents the difference between the fair market value

of the shares that could be acquired based on the closing sale price per share of our common

stock on the Nasdaq Global Market on December 31, 2023, which was $3.76, and the exercise

prices of the applicable stock options.

With respect to restricted stock units, represents

the fair market value of the shares that could be acquired based on the closing sale price

per share of our common stock on the Nasdaq Global Market on December 31, 2023, which was

Mounts’ separation agreement, her departure was treated as a termination by the Company without Cause and she will be entitled

to receive the severance benefits and payments described under the “ Potential Payments Upon Termination or Change in Control ”

summary above.

Mounts is subject to a noncompete covenant that runs through September 30, 2024, consistent with the terms described

above under “ Non-Compete Covenants ”.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table shows the number of shares of our common stock beneficially owned as of March 7, 2024 by:

person known by us to own beneficially more than 5% of the outstanding shares of our common stock;

person known by us to own beneficially more than 5% of the outstanding shares of our common

of our Named Executive Officers;

of our current directors and executive officers as a group.

This table is based upon the information supplied

by our Named Executive Officers, directors and principal stockholders and from Schedules 13D and 13G filed with the SEC.

Except as indicated

in footnotes to this table, the persons named in this table have sole voting and investment power with respect to all shares of common

stock shown, and their address is c/o CorMedix Inc., 300 Connell Drive, Suite 4200, Berkeley Heights, New Jersey 07922.

At March 15, 2023

we had 44,499,788 shares of common stock outstanding.

Beneficial ownership in each case also includes shares issuable upon vesting of

restricted stock units within 60 days from March 15, 2023 and exercise of outstanding options that can be exercised within 60 days after

March 15, 2023 for purposes of computing the percentage of common stock owned by the person named.

Options owned by a person are not included

for purposes of computing the percentage owned by any other person.

Name and Address of Beneficial Owner

table is based upon the information supplied by our Named Executive Officers, directors and principal stockholders and from

Schedules 13D and 13G filed with the SEC.

Except as indicated in footnotes to this table, the persons named in this table have sole

voting and investment power with respect to all shares of common stock shown, and their address is c/o CorMedix Inc., 300 Connell

Drive, Suite 4200, Berkeley Heights, New Jersey 07922.

As March 7, 2024 we had 54,981,102 shares of common stock outstanding.

Beneficial ownership in each case also includes shares issuable upon vesting of restricted stock units within 60 days from March 7,

2024 and exercise of outstanding options that can be exercised within 60 days after March 7, 2024 for purposes of computing the

percentage of common stock owned by the person named.

Options owned by a person are not included for purposes of computing the

percentage owned by any other person.

Beneficially Owned (1)

5% or Greater Stockholders

Nomura Global Financial Products, Inc.

Janet Dillione (4)

Gregory Duncan (5)

Myron Kaplan (7)

Steven Lefkowitz (8)

Named Executive Officers:

Joseph Todisco (9)

Matthew David (10)

Phoebe Mounts (11)

Elizabeth Hurlburt (12)

Thomas Nusbickel (13)

All executive officers and directors as a group (11 persons) (14)

* Less than 1%

upon 44,499,788 shares of our common stock outstanding on March 15, 2023 and, with respect to each individual holder, rights to acquire

our common stock exercisable within 60 days of March 15, 2023.

Based solely on information contained in Amendment No.

1 to the Statement on Schedule 13G filed with the SEC on February 14, 2023 by Nomura Global Financial Products, Inc.

NGFP is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed to beneficially own the shares beneficially owned by NGFP.

NGFP has the shared voting power with respect to 2,952,334 shares of our common stock and the shared dispositive power with respect to 2,952,334 shares of our common stock.

Address of Beneficial Owner

Greater Stockholders

Global Financial Products, Inc.

Lefkowitz (8)

Executive Officers:

Hurlburt (12)

executive officers and directors as a group (11 persons) (15)

upon 54,981,102 shares of our common stock outstanding on March 7, 2024 and, with respect

to each individual holder, rights to acquire our common stock exercisable within 60 days

of March 7, 2024.

solely on information contained in the Statement on Schedule 13G filed with the SEC

on January 29, 2024 by Blackrock, Inc.

Blackrock, Inc.

reported has sole voting power with

respect to 3,480,288 shares of our common stock, has shared voting power with respect to

0 shares of our common stock, has sole dispositive power with respect to 3,507,695 shares

of our common stock and has shared dispositive power with respect to 0 shares of our common

The business address of Blackrock, Inc.

is 50 Hudson Yards, New York, NY 10001.

solely on information contained in Amendment No.

2 to the Statement on Schedule 13G filed

with the SEC on February 14, 2024 by Nomura Global Financial Products, Inc.

NGFP is a wholly owned subsidiary of Nomura Holdings, Inc., which accordingly may be deemed

to beneficially own the shares beneficially owned by NGFP.

NGFP reported has sole voting

power with respect to 0 shares of our common stock, shared voting power with respect to 2,946,531

shares of our common stock, sole dispositive power with respect to 0 shares of our common

stock and shared dispositive power with respect to 2,946,531 shares of our common stock.

The business address of NGFP is Worldwide Plaza, 309 West 49th Street, New York, NY 10019.

The business address of Nomura Holdings, Inc.

is 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan.

Consists of 70,417 shares of our common stock issuable upon exercise of stock options.

Consists of (i) 53,473 shares of our common stock, and (ii) 131,667 shares of our common stock issuable upon exercise of stock options.

Dillione also holds 48,909 shares of common stock deferred under Director’s Compensation Plan, which is excluded for purposes of calculating the number of shares of our common stock beneficially owned as of March 15, 2023.

Consists of 69,167 shares of our common stock issuable upon exercise of stock options.

Consists of (i) 6,250 shares of our common stock, and (ii) 99,167 shares of our common stock issuable upon exercise of stock options.

Consists of (i) 145,034 shares of our common stock held directly, (ii) 30,000 shares of our common stock held by Mr.

Kaplan’s wife, 20,000 of which are held by her individually and 10,000 of which are held as a custodian for two of Mr.

Kaplan’s grandchildren, and (iii) 112,667 shares of our common stock issuable upon exercise of stock options.

Consists of (i) 60,498 shares of our common stock held directly, (ii) 2,000 shares of our common stock held by Mr.

Lefkowitz’s wife, (iv) 30,152 shares of our common stock held by Wade Capital Corporation Money Purchase Plan, an entity for which Mr.

Lefkowitz has voting and investment control, and (v) 109,667 shares of our common stock issuable upon exercise of stock options.

Consists of (i) 34,700 shares of our common stock, (ii) 103,734 shares of our common stock issuable upon vesting of restricted stock units, and (iii) 225,000 shares of our common stock issuable upon exercise of stock options.

Consists of (i) 3,150 shares of our common stock, (ii) 342,584 shares of our common stock issuable upon exercise of stock options.

Consists of (i) 7,200 shares of our common stock, and (ii) 388,514 shares of our common stock issuable upon exercise of stock options.

Consists of 308,394 shares of our common stock issuable upon exercise of stock options.

Consists of 137,500 shares of our common stock issuable upon exercise of stock options.

On May 10, 2022, we came to a mutual agreement to part ways with Mr.

Nusbickel, our former Chief Commercial Officer, effective June 1, 2022.

Consists of the following held by our directors and executive officers (A) 376,357 shares of our common stock, (B) 103,734 shares of our common stock issuable upon vesting of restricted stock units, and (C) 1,986,910 shares of our common stock issuable upon exercise of stock options.

is 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo

103-8645, Japan.

of (i) 53,473 shares of our common stock, and (ii) 145,000 shares of our common stock issuable

upon exercise of stock options.

Dillione also holds 48,909 shares of common stock deferred

under Director’s Compensation Plan, which is excluded for purposes of calculating the

number of shares of our common stock beneficially owned as of February 15, 2024.

of 82,500 shares of our common stock issuable upon exercise of stock options.

of (i) 15,250 shares of our common stock, and (ii) 112,500 shares of our common stock issuable

upon exercise of stock options.

of (i) 151,034 shares of our common stock held directly, (ii) 30,000 shares of our common

stock held by Mr.

Kaplan’s wife, 20,000 of which are held by her individually and 10,000

of which are held as a custodian for two of Mr.

Kaplan’s grandchildren, and (iii) 126,000

shares of our common stock issuable upon exercise of stock options.

of (i) 75,498 shares of our common stock held directly, (ii) 2,000 shares of our common stock

Lefkowitz’s wife, (iii) 30,152 shares of our common stock held by Wade

Capital Corporation Money Purchase Plan, an entity for which Mr.

Lefkowitz has voting and

investment control, and (iv) 108,000 shares of our common stock issuable upon exercise of

stock options.

of (i) 11,000 shares of our common stock, and (ii) 30,866 shares of our common stock issuable

upon exercise of stock options.

(10) Consists

of (i) 135,543 shares of our common stock, and (ii) 391,667 shares of our common stock issuable

upon exercise of stock options.

(11) Consists

of (i) 10,434 shares of our common stock, (ii) 500,084 shares of our common stock issuable

upon exercise of stock options.

(12) Consists

of (i) 7,897 shares of our common stock, and (ii) 407,144 shares of our common stock issuable

upon exercise of stock options.

(13) Consists

of (i) 13,011 shares of our common stock, and (ii) 290,750 shares of our common stock issuable

upon exercise of stock options.

(14) Consists

(i) 7,200 shares of our common stock, and (ii) 507,264 shares of our common stock issuable

upon exercise of stock options.

(15) Consists of the following held by our directors and executive officers

(i) 535,292 shares of our common stock, and (ii) 2,151,177 shares of our common stock issuable upon exercise of stock options.

Compensation Plan Information

1 unchanged sentence

warrants and rights under all of our existing equity compensation plans (including individual arrangements):

Plan Category

Number of securities

to be issued upon

exercise of outstanding

options, warrants and

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

securities remaining

available for future

issuance under equity

compensation plans

(excluding securities

reflected in column

Equity compensation plans approved by security holders (1)

exercise price of outstanding options, warrants and rights

securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

Equity compensation plans approved

by security holders (1)

6,365,243 (2)

2013 Stock Incentive Plan was approved by our stockholders on July 30, 2013.

Our 2019 Omnibus Stock Incentive Plan was approved by our

stockholders on November 26, 2019.

Our Amended and Restated 2019 Omnibus Stock Incentive Plan was approved by our stockholders on October

Our 2019 Omnibus

Stock Incentive Plan was approved by our stockholders on November 26, 2019.

Our Amended and

Restated 2019 Omnibus Stock Incentive Plan was approved by our stockholders on October 13,

of 6,211,508 underlying stock options and 153,735 underlying restricted stock units.

1 unchanged sentence

to shares underlying outstanding stock options only.

Performance Graph

following performance graph shall not be deemed to be “soliciting material” or “filed” or incorporated by reference

in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act except as shall be expressly set forth

by specific reference in such filing.

The performance graph compares the performance of our common stock to the NASDAQ Composite and

the NASDAQ Biotechnology Index.

The graph covers the most recent five-year period ended December 31, 2022.

The graph assumes that

the value of the investment in our common stock and each index was $100.00 at December 31, 2017, and that all dividends are reinvested.

Cumulative Total Return

CorMedix Inc.

NASDAQ Composite

NASDAQ Biotechnology

Certain Relationships and Related Transactions and Director Independence

1 unchanged sentence

related party transactions occurred during the fiscal year ended December 31, 2023.

In February 2021, Manchester Securities Corp., Elliott

Associates LP and Elliott International LP (collectively, “Elliott”), an existing institutional investor who collectively

beneficially own the largest portion of the Company’s common stock, converted an aggregate of 10,001 Series G preferred shares

into an aggregate of 556,069 shares of our common stock.

for Review and Approval of Transactions with Related Persons

3 unchanged sentences

available on our website at www.cormedix.com under the “Investor Relations—Corporate Governance” tab.

The information on Board independence is found

in Item 10 of this Annual Report on Form 10-K under the heading “Board Independence.”

information on Board independence is found in Item 10 of this Report under the heading “Board Independence.”

Principal Accounting Fees and Services

Paid to the Independent Registered Public Accounting Firm

following table sets forth fees billed to us by Friedman LLP and Marcum LLP, our independent registered public accounting firms for the

years ended December 31, 2022 and 2021, for services relating to:

The following table sets forth

fees billed to us by Friedman LLP and Marcum LLP, our independent registered public accounting firms for the years ended December 31,

2023 and 2022, for services relating to:

auditing our annual financial statements;

reviewing our financial statements

included in our quarterly reports on Form 10-Q;

reviewing our financial statements included in our

quarterly reports on Form 10-Q;

reviewing registration statements during 2023 and 2022;

financing activities in 2022

and services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.

and financing activities in 2023 and 2022.

Audit Fees (Friedman LLP)

Audit Fees (Marcum LLP)

Audit Related Fees (Friedman LLP)

Audit Related Fees

All Other Fees

Committee Pre-Approval Policies and Procedures

Pursuant to its charter, the Audit Committee is

responsible for reviewing and approving in advance any audit and any permissible non-audit engagement or relationship between us and our

independent registered public accounting firm.

The Audit Committee may delegate to one or more designated members of the Audit Committee

the authority to grant pre-approvals, provided such approvals are presented to the Audit Committee at a subsequent meeting.

Committee elects to establish pre-approval policies and procedures regarding non-audit services, the Audit Committee must be informed

of each non-audit service provided by our independent registered public accounting firm.

Audit Committee pre-approval of audit and non-audit

services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures, provided

the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service provided and such

policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Exchange Act to our management.

Audit Committee pre-approval of non-audit services (other than review and attestation services) also will not be required if such services

fall within available exceptions established by the SEC.

All services performed by our independent registered public accounting firm during

2022 were pre-approved by the Audit Committee.

to its charter, the Audit Committee is responsible for reviewing and approving in advance any audit and any permissible non-audit engagement

or relationship between us and our independent registered public accounting firm.

The Audit Committee may delegate to one or more designated

members of the Audit Committee the authority to grant pre-approvals, provided such approvals are presented to the Audit Committee at

a subsequent meeting.

If the Audit Committee elects to establish pre-approval policies and procedures regarding non-audit services, the

Audit Committee must be informed of each non-audit service provided by our independent registered public accounting firm.

Audit Committee

pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval

policies and procedures, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed

of each service provided and such policies and procedures do not include delegation of the Audit Committee’s responsibilities under

the Exchange Act to our management.

Audit Committee pre-approval of non-audit services (other than review and attestation services) also

will not be required if such services fall within available exceptions established by the SEC.

All services performed by our independent

registered public accounting firm during 2023 were pre-approved by the Audit Committee.

Exhibits, Financial Statement Schedules

List of documents filed as part of this report:

financial statements of the Company and the related reports of the Company’s independent registered public accounting firms thereon

have been filed under Item 8 hereof.

Statement Schedules:

Financial Statements .

The following consolidated financial statements of CorMedix Inc.

are filed as part of this Annual Report

on Form 10-K:

of Independent Registered Public Accounting Firm (PCAOB ID # 688)

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) Years Ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows Years Ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

Financial Statement Schedules.

The Financial Statement Schedules have been omitted because of the absence of conditions under which they

are required or because the required information, where material, is shown in the financial statements or notes thereto.

Exhibit Index .

following is a list of exhibits filed as part of this Annual Report on Form 10-K:

Description of Document

Exhibit Number

Filed Herewith

At-the-Market Issuance Sales Agreement, dated March 9, 2018, between CorMedix Inc.

Riley FBR, Inc.

Amended and Restated At-the-Market Issuance Sales Agreement, dated November 27, 2020, by and among CorMedix Inc., B.

Riley Securities, Inc.

and Needham & Company LLC

At-the-Market Issuance Sales Agreement, dated August 12, 2021, by and among CorMedix Inc., Truist Securities, Inc.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K:

At-the-Market

Issuance Sales Agreement, dated August 12, 2021, by and among CorMedix Inc., Truist Securities, Inc.

and JMP Securities LLC

Form of Amended and Restated Certificate of Incorporation

Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated February 24, 2010

Second Amended and Restated Bylaws as amended October 8, 2020

Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated December 3, 2012

Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated August 9, 2017

Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated March 25, 2019

Amended and Restated Certificate of Designation of Series C-3 Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 15, 2014

Second Amended and Restated Certificate of Designation of Series E Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 5, 2019

Certificate of Designation of Series G Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September 5, 2019

Specimen of Common Stock Certificate

Form of Warrant issued on January 8, 2014.

Form of Series B Warrant to Purchase Common Stock of CorMedix Inc.

Agreement, dated June 28, 2023, by and among CorMedix Inc., BC Capital Markets, LLC and Truist Securities, Inc.

of Amended and Restated Certificate of Incorporation

of Amendment to Amended and Restated Certificate of Incorporation, dated February 24, 2010

Amended and Restated Bylaws as amended October 8, 2020

of Amendment to Amended and Restated Certificate of Incorporation, dated December 3, 2012

of Amendment to Amended and Restated Certificate of Incorporation, dated August 9, 2017

of Amendment to Amended and Restated Certificate of Incorporation, dated March 25, 2019

and Restated Certificate of Designation of Series C-3 Non-Voting Convertible Preferred Stock of CorMedix Inc., filed with the Delaware

Secretary of State on September 15, 2014

Amended and Restated Certificate of Designation of Series E Convertible Preferred Stock of CorMedix Inc., filed with the Delaware

Secretary of State on September 5, 2019

of Designation of Series G Convertible Preferred Stock of CorMedix Inc., filed with the Delaware Secretary of State on September

of Common Stock Certificate

of Warrant issued on January 8, 2014.

of Series B Warrant to Purchase Common Stock of CorMedix Inc.

issued on May 3, 2017

Form of Underwriter’s Warrant to Purchase Common Stock of CorMedix Inc., issued May 3, 2017

of Underwriter’s Warrant to Purchase Common Stock of CorMedix Inc., issued May 3, 2017

Description of Capital Stock of CorMedix Inc.

License and Assignment Agreement, dated as of January 30, 2008, between the Company and ND Partners LLC

Description of Document

Exhibit Number

Filed Herewith

Escrow Agreement, dated as of January 30, 2008, among the Company, ND Partners LLC and the Secretary of the Company, as Escrow Agent

Form of Indemnification Agreement between the Company and each of its directors and executive officers

2013 Stock Incentive Plan

Executive Employment Agreement, dated and effective May 11, 2020, between CorMedix Inc.

Form of Pre-Funded Warrant issued June 28, 2023

License and Assignment Agreement, dated as of January 30, 2008, between CorMedix Inc.

and ND Partners LLC

Form of Indemnification Agreement between CorMedix Inc.

and each of its directors and executive officers

Employment Agreement, dated and effective May 11, 2020, between CorMedix Inc.

and Matthew David

Letter Agreement, dated and effective October 26, 2021, between CorMedix Inc.

Agreement, dated and effective October 26, 2021, between CorMedix Inc.

and Matthew David, M.D.

Form of Securities Purchase Agreement, dated November 17, 2017, between CorMedix Inc.

of Securities Purchase Agreement, dated November 17, 2017, between CorMedix Inc.

and the investors signatory thereto

Backstop Agreement, dated November 9, 2017, between CorMedix Inc.

Agreement, dated November 9, 2017, between CorMedix Inc.

and the investor named therein

Form of Registration Rights Agreement, dated November 9, 2017, by and between CorMedix Inc.

of Registration Rights Agreement, dated November 9, 2017, by and between CorMedix Inc.

and the investor named therein

Amendment No.

1, dated as of December 11, 2017, to Registration Rights Agreement, dated November 9, 2017, by and between CorMedix Inc.

and the investor named therein

Executive Employment Agreement, dated and effective March 10, 2021, between CorMedix Inc.

the investor named therein

Employment Agreement, dated and effective March 10, 2021, between CorMedix Inc.

and Elizabeth Hurlburt

Securities Purchase Agreement, dated December 31, 2018, between CorMedix Inc.

Purchase Agreement, dated December 31, 2018, between CorMedix Inc.

and the investor named therein

Employment Agreement, dated as of March 19, 2019, between CorMedix Inc.

Agreement, dated as of March 19, 2019, between CorMedix Inc.

and Phoebe Mounts

Securities Exchange Agreement, dated August 14, 2019, by and among CorMedix Inc.

and the Existing Security holders listed on the Schedule of Holders thereto

Amended and Restated Registration Rights Agreement, dated as of September 6, 2019, by and among CorMedix Inc.

and Manchester Securities Corp., and Elliot International, L.P.

Exchange Agreement, dated August 14, 2019, by and among CorMedix Inc.

and the Existing Security holders listed on the Schedule of

Holders thereto

and Restated Registration Rights Agreement, dated as of September 6, 2019, by and among CorMedix Inc.

and Manchester Securities Corp.,

and Elliot International, L.P.

and Elliot Associates, L.P.

2019 Omnibus Stock Incentive Plan

Amended and Restated 2019 Omnibus Stock Incentive Plan

Executive Employment Agreement, dated April 29, 2021, between CorMedix Inc.

and Thomas Nusbickel

2021 Executive Bonus Plan

1 unchanged sentence

and Joseph Todisco.

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm

Separation Agreement, effective December 14, 2023, between CorMedix Inc.

and Phoebe Mounts.

of Subsidiaries

Consent of Independent Registered Public Accounting Firm

Description of Document

Exhibit Number

Filed Herewith

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following materials from CorMedix Inc.

Form 10-K for the year ended December 31, 2022, formatted in Extensible Business Reporting Language (XBRL):

(i) Balance Sheets at December 31, 2022 and 2021, (ii) Statements of Operations for the years ended December 31, 2022 and 2021, (iii) Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022 and 2021, (iv) Statements of Cash Flows for the years ended December 31, 2022 and 2021 and (v) Notes to the Financial Statements.**

Board Policy on Recouping Incentive Compensation

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

2 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

of the exhibit have been omitted in reliance on Item 601(b)(10)(iv) of Regulation S-K.

management contract or compensation plan.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Confidential treatment has been granted

for portions of this document.

The omitted portions of this document have been filed separately with the SEC.

Portions of the exhibit have been omitted

in reliance on Item 601(b)(10)(iv) of Regulation S-K.

These certifications are furnished.

Indicates management contract or compensation

Form 10-K Summary

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto

duly authorized.

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

CORMEDIX INC.

March 12, 2024

Joseph Todisco

Chief Executive Officer

(Principal Executive Officer)

March 12, 2024

Matthew David

Chief Financial Officer

(Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated:

/s/ Joseph Todisco

Executive Officer

Executive Officer)

/s/ Matthew David

Financial Officer

Financial and Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in

the capacities and on the dates indicated:

Chief Executive Officer and Director

March 12, 2024

Joseph Todisco

Executive Officer and Director

Executive Officer)

(Principal Executive Officer)

Matthew David

Financial Officer

Financial and Accounting Officer)

and Chairman of the Board

Executive Vice President and Chief Financial Officer

March 12, 2024

Matthew David

(Principal Financial and Accounting Officer)

/s/ Myron Kaplan

Director and Chairman of the Board

March 12, 2024

/s/ Janet Dillione

March 12, 2024

Janet Dillione

/s/ Gregory Duncan

March 12, 2024

Gregory Duncan

/s/ Alan Dunton

March 12, 2024

/s/ Steven Lefkowitz

March 12, 2024

Steven Lefkowitz

CORMEDIX INC.

Robert Stewart

AND SUBSIDIARIES

FINANCIAL STATEMENTS

Financial Statements

Reports of Independent Registered Public Accounting Firms Marcum LLP , (PCAOB ID 688), Friedman LLP, (PCAOB ID 711 ) F-2

Statements Index

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 ) F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022 F-3

Consolidated Statements of Operations and Comprehensive Income (Loss) Years Ended December 31, 2022 and 2021

Consolidated Statements of Operations and Comprehensive Income (Loss) Years Ended December 31, 2023 and 2022 F-4

Consolidated Statements of Changes in Stockholders’ Equity Years Ended December 31, 2023 and 2022

1 unchanged sentence

Notes to Consolidated Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and

Board of Directors of CorMedix Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of CorMedix

and Subsidiaries (the “Company”) as of December 31, 2022, the related consolidated statements of operations and comprehensive

income (loss), changes in stockholders’ equity and cash flows for the year ended December 31, 2022, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended

December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sh areh olders

and Board of Directors of

on the Financial Statements

We have audited the accompanying

consolidated balance sheets of CorMedix Inc.

and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the

related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows

for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of

the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United

States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are

free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an

audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over

financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

1 unchanged sentence

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum llp

We have served as the Company’s auditor since

2014 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1, 2022).

Marlton, New Jersey

March 30, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and

Board of Directors of CorMedix Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of CorMedix

and Subsidiaries (the “Company”) as of December 31, 2021, and the related consolidated statements of operations, stockholders’

deficit, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31,

2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the

Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for

/s/ Friedman LLP

We served as the Company’s auditor from 2014 through 2022.

We have served as the Company’s auditor

March 12, 2024

And Subsidiaries

CONSOLIDATED BALANCE SHEETS

December 31, 2022 and 2021

BALANCE SHEETS

31, 2023 and 2022

Current assets

Cash and cash equivalents

Restricted cash

Short-term investments

Trade receivables, net

Prepaid research and development expenses

Other prepaid expenses and current assets

Total current assets

Property and equipment, net

Restricted cash, long term

Operating lease right-of-use assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

and cash equivalents

research and development expenses

prepaid expenses and current assets

current assets

and equipment, net

cash, long term

lease right-of-use assets

AND STOCKHOLDERS’ EQUITY

lease liabilities, short-term

current liabilities

Accounts payable

Accrued expenses

Operating lease liabilities, short-term

Total current liabilities

Operating lease liabilities, net of current portion

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS’ EQUITY

lease liabilities, net of current portion

AND CONTINGENCIES (Note 6)

STOCKHOLDERS’

Preferred stock - $ 0.001 par value:

2 unchanged sentences

Common stock - $ 0.001 par value:

160,000,000 shares authorized at December 31, 2022 and 2021;

160,000,000 shares authorized at December

31, 2023 and 2022;

54,938,258 and 42,815,196 shares issued and outstanding at December 31, 2023 and 2022, respectively

Accumulated other comprehensive gain

Additional paid-in capital

Accumulated deficit

other comprehensive gain

paid-in capital

( 321,700,013

( 275,360,786 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are integral part of these

consolidated financial statements.

STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are integral part of these consolidated financial statements.

and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

Years Ended December 31, 2022

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Ended December 31, 2023 and 2022

Cost of sales

14 unchanged sentences

Interest income

Foreign exchange transaction income (loss)

Foreign exchange transaction (loss) income

Interest expense

Total other (expense) income

Total other income

Net Loss Before Income Taxes

4 unchanged sentences

Other Comprehensive Income (Loss):

Unrealized gain (loss) from investments

Foreign currency translation loss

Total other comprehensive loss

Unrealized gain from investments

Foreign currency translation gain (loss)

Total other comprehensive gain (loss)

Comprehensive Loss

3 unchanged sentences

Weighted Average Common Shares Outstanding – Basic and Diluted

The accompanying notes are integral part of these

consolidated financial statements.

CORMEDIX INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Years Ended December 31, 2022 and 2021

Preferred Stock –

Series C-2, C-3,

Series D, Series E,

Series F and Series G

Comprehensive

accompanying notes are integral part of these consolidated financial statements.

AND SUBSIDIARY

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

Ended December 31, 2023 and 2022

Stock – Series C-3, Series E, Series F and Series G

Other Comprehen-sive

Stockholders’

Balance at December 31, 2020

$ 261,536,061

$ ( 217,448,855 )

Stock issued in connection with ATM sale of common stock, net

Stock issued in connection with warrants exercised, cash

Stock issued in connection with warrants exercised, cashless

Stock issued in connection with options exercised

Conversion of Series G preferred shares to common stock

Conversion of Series C-3 preferred shares to common stock

Stock-based compensation

Other comprehensive loss

at December 31, 2021

$ 308,331,750

$ ( 245,659,081 )

Balance at December 31, 2021

issued in connection with ATM sale of common stock, net

issued in connection with warrants exercised, cash

comprehensive loss

( 29,701,705 )

Stock issued in connection with ATM sale of common stock, net

Stock issued in connection with warrants exercised, cash

Stock-based compensation

Other comprehensive loss

at December 31, 2022

$ 330,294,782

$ ( 275,360,786 )

Balance at December 31, 2022

issued in connection with ATM sale of common stock, net

and pre-funded warrants issued in connection with public offering, net

issued in connection with options exercised

of vested restricted stock, net of shares withheld for employee withholding taxes

comprehensive loss

at December 31, 2023

$ 391,693,214

$ ( 321,700,013

The accompanying notes are integral part of these

consolidated financial statements.

CORMEDIX INC.

accompanying notes are integral part of these consolidated financial statements.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2022 and 2021

CASH FLOWS FROM OPERATING ACTIVITIES:

STATEMENTS OF CASH FLOWS

Ended December 31, 2023 and 2022

FLOWS FROM OPERATING ACTIVITIES:

$ ( 46,339,227

$ ( 29,701,705 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Change in right-of-use assets

Changes in operating assets and liabilities:

Decrease (Increase) in trade receivables

to reconcile net loss to net cash used in operating activities:

in right-of-use assets

in operating assets and liabilities:

(Increase) in trade receivables

Decrease in inventory

Decrease in prepaid expenses and other current assets

(Decrease) Increase in accounts payable

Increase in accrued expenses

Decrease in operating lease liabilities

Net cash used in operating activities

( 2,106,345 )

Decrease in prepaid expenses and other current assets

(Decrease) in accounts payable

in accrued expenses

in operating lease liabilities

cash used in operating activities

( 38,409,480 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of short-term investments

( 24,356,732 )

FLOWS FROM INVESTING ACTIVITIES:

of short-term investments

( 77,084,385 )

Maturity of short-term investments

Purchase of equipment

( 31,140,004 )

Net cash used in investing activities

of short-term investments

cash used in investing activities

( 17,061,685 )

( 3,709,364 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale of common stock from at-the-market program, net

Proceeds from exercise of warrants

Proceeds from exercise of stock options

Net cash provided by financing activities

Foreign exchange effects on cash

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

FLOWS FROM FINANCING ACTIVITIES:

from sale of common stock from at-the-market program, net

from public offering of common stock and pre-funded warrants, net

of employee withholding taxes on vested restricted stock units

Proceeds from exercise

from exercise of stock options

cash provided by financing activities

exchange effects on cash

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

( 10,176,532 )

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH – END OF YEAR

Cash paid for interest

Supplemental Disclosure of Non-Cash Financing and Investing Activities:

Conversion of Series G preferred stock to common stock

Conversion of Series C-3 preferred stock to common stock

Unrealized gain (loss) from investments

Deposit on equipment reclassified from prepaid expenses and current assets to property and equipment, net

The accompanying notes are integral part of these

consolidated financial statements.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization, Business and Basis of Presentation:

Organization and Business:

CorMedix Inc.

(“CorMedix” or the

“Company”) was incorporated in the State of Delaware on July 28, 2006.

The Company is a biopharmaceutical company

focused on developing and commercializing therapeutic products for the prevention and treatment of infectious and inflammatory

In 2013, the Company formed a wholly-owned subsidiary, CorMedix Europe GmbH and in May 2020, the Company formed a

wholly-owned Spanish subsidiary, CorMedix Spain, S.L.U.

As announced in May 2022, the Company began the process of winding down its

operations in the EU and expects to discontinue Neutrolin sales in both the EU and the Middle East by the end of 2022.

The Company’s primary focus is to develop

its lead product candidate, DefenCath™, for potential commercialization in the United States (“U.S.”) and other key

The Company has in-licensed the worldwide rights to develop and commercialize DefenCath and Neutrolin ® , which

is a novel anti-infective solution (a formulation of taurolidine 13.5 mg/mL, and heparin 1000 USP Units/mL) intended for the reduction

and prevention of catheter-related infections and thrombosis in patients requiring central venous catheters in clinical settings such

as hemodialysis, total parenteral nutrition, and oncology.

AND CASH EQUIVALENTS AND RESTRICTED CASH – BEGINNING OF YEAR

AND CASH EQUIVALENTS AND RESTRICTED CASH – END OF YEAR

paid for interest

Disclosure of Non-Cash and Investing Activities:

gain (loss) from investments

accompanying notes are integral part of these consolidated financial statements.

1 — Organization, Business and Basis of Presentation:

and Business:

(“CorMedix” or the “Company”) was incorporated in the State of Delaware on July 28, 2006 .

The Company is

a biopharmaceutical company focused on developing and commercializing therapeutic products for the prevention and treatment of infectious

and inflammatory diseases.

Company’s primary focus is on the commercialization of our lead product, DefenCath ® in the United States.

in-licensed the worldwide rights to develop and commercialize DefenCath.

The name DefenCath is the U.S.

proprietary name conditionally approved by the

Food and Drug Administration (“FDA”), while the name Neutrolin was used in the European Union (“EU”) and

other territories where the Company has received CE-Mark approval for the commercial distribution of Neutrolin as a catheter lock solution

(“CLS”) regulated as a medical device.

Note 2 — Liquidity and Uncertainties:

The consolidated financial statements have

been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which

contemplate continuation of the Company as a going concern.

To date, the Company’s commercial operations have not generated

sufficient revenues to enable profitability.

Company’s current development plans for DefenCath/Neutrolin in both the U.S.

and foreign markets and its other operating

requirements, the Company’s existing cash and cash equivalents and short-term investments at December 31, 2022 are expected to

fund its operations for at least twelve months from the issuance of this Annual Report on Form 10-K, after taking into consideration

the costs for resubmission of the NDA and initial preparations for the commercial launch for DefenCath.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

The Company’s continued operations will depend

on its ability to raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships,

potential strategic transactions or out-licensing of its products in order to commercially launch DefenCath upon NDA approval and until

profitability is achieved, if ever.

Management can provide no assurances that such financing or strategic relationships will be available

on acceptable terms, or at all.

As of December 31, 2022, the Company has $ 50.0 million available under its At-the-Market Issuance Sales

Agreement (the “ATM program”) and has $ 150.0 million available under its current shelf registration for the issuance of equity,

debt or equity-linked securities (see Note 9).

The Company’s operations are subject to a

number of other factors that can affect its operating results and financial condition.

Such factors include, but are not limited to:

results of clinical testing and trial activities of the Company’s product candidates;

the ability to obtain regulatory approval

to market the Company’s products;

proprietary name approved by

Food and Drug Administration, or FDA.

is an antimicrobial solution (a formulation of taurolidine 13.5 mg/mL, and heparin 1000 USP Units/mL) indicated to reduce the incidence

of catheter-related bloodstream infections (CRBSI) in adult patients with kidney failure receiving chronic hemodialysis (HD) through

a central venous catheter (CVC).

It is indicated for use in a limited and specific population of patients.

CRBSI can lead to treatment

delays and increased costs to the healthcare system when they occur due to hospitalizations, need for IV antibiotic treatment, long-term

anticoagulation therapy, removal/replacement of the CVC, related treatment costs, as well as increased mortality.

We believe DefenCath

can address a significant unmet medical need.

On January 30, 2008, we entered

into a License and Assignment Agreement, or the ND License Agreement, with ND Partners LLC, or NDP.

Pursuant to the ND License Agreement,

NDP granted us exclusive, worldwide licenses for certain antimicrobial catheter lock solutions, processes for treating and inhibiting

infections, a biocidal lock system and a taurolidine delivery apparatus, and the corresponding United States and foreign patents and applications

(the “NDP Technology”).

NDP also granted us exclusive licenses, with the right to grant sublicenses, to use and display certain

trademarks in connection with the NDP Technology.

As consideration in part for the rights to the NDP Technology, we paid NDP an initial

licensing fee of $ 325,000 and granted NDP an equity interest in our Company consisting of 73,107 shares of common stock as of December

In addition, we are required to make cash payments to NDP upon the achievement of certain milestones.

The maximum aggregate

amount of cash payments upon achievement of milestones is $ 3,000,000 , with $ 2,000,000 remaining at December 31, 2023.

On November 15, 2023, we announced

that the FDA approved the NDA for DefenCath to reduce the incidence of CRBSI in adult patients with kidney failure receiving chronic hemodialysis

through a CVC.

DefenCath is indicated for use in a limited and specific population of patients.

DefenCath is the first and only FDA-approved

antimicrobial CLS in the U.S.

and was shown to reduce the risk of CRBSI by up to 71 % in a Phase 3 clinical study.

As a result of

the November 2023 FDA approval, we are currently preparing for the commercial launch of DefenCath.

DefenCath is listed in the

Orange Book as having NCE exclusivity (5 years) expiring on November 15, 2028, and the Generating Antibiotic Incentives Now or GAIN exclusivity

extension of the NCE exclusivity (an additional 5 years) expiring on November 15, 2033.

The GAIN exclusivity extension of 5 years is the

result of the January 2015 designation of DefenCath as a Qualified Infectious Disease Product (“QIDP”).

We announced on April 26,

2023 that following the submission of a duplicate New Technology Add-On Payment (“NTAP”) application in the fourth quarter

of 2022 to CMS, CMS has subsequently issued the Inpatient Prospective Payment System (“IPPS”) 2024 proposed rule that includes

a NTAP of up to $ 17,111 per hospital stay for DefenCath.

This NTAP represents reimbursement to inpatient facilities of 75 % of the anticipated

wholesaler acquisition cost price of $ 1,170 per 3 mL vial, and an average utilization of 19.5 vials per hospital stay.

The final IPPS

rule was published in early August 2023 and confirmed this payment amount in that final rule.

This NTAP was conditioned upon the DefenCath

NDA obtaining final FDA approval prior to July 1, 2024.

As the NTAP was calculated by CMS based upon an anticipated WAC price of $ 1,170 ,

and following FDA approval of the DefenCath NDA, an actual WAC of $ 249.99 per 3ml vial was established, we anticipate that CMS will revise

the amount of the NTAP payment to reflect the actual WAC price in the next IPPS rulemaking, effective October 1, 2024.

Upon the listing

in the compendia of the actual WAC price of $ 249.99 per 3ml vial, the Company notified CMS of the new lower WAC pricing and recommended

that CMS make an off-cycle adjustment to the NTAP to reflect the current lower WAC pricing amount.

CMS subsequently communicated to the

Company that they do not intend to update the NTAP reimbursement amount until the next review cycle in October 2024.

On January 25, 2024, CMS determined

that DefenCath should be classified as a renal dialysis service that is subject to the Medicare end-stage renal disease prospective payment

system (“ESRD PPS”).

The ESRD PPS provides bundled payment for renal dialysis services, but also affords a transitional drug

add-on payment adjustment, or TDAPA, which provides temporary, additional payments for certain new drugs and biologicals.

an application for TDAPA on January 26, 2024, and CMS has confirmed receipt.

We also submitted a HCPCS application for a J-code to CMS

on December 8, 2023, for DefenCath, which is relevant to billing and the TDAPA application.

CMS has confirmed the coding application is

under review.

TDAPA reimbursement is calculated based on 100 percent ASP (or 100 percent of wholesale acquisition price or else manufacturers’

list price, respectively, if such data is unavailable).

If CMS grants TDAPA and post-TDAPA add-on payment adjustments for DefenCath, collective

payments would be for five years (with such add-on payments applying to all ESRD PPS payments for years three through five).

CMS confirmed

to the Company that, assuming a favorable review, CMS is working towards a July 1, 2024 implementation date for TDAPA.

We may pursue additional indications

for DefenCath use as a CLS in populations with unmet medical needs that may also represent potentially significant market opportunities.

While we are continuing to assess these areas, potential future indications may include use as a CLS to reduce CRBSIs in total parenteral

nutrition patients using a central venous catheter and in certain oncology patients using a central venous catheter.

In 2024, the company

anticipates discussing with the FDA potential pathways for expanded indications.

We currently have one FDA

approved source for each of our two key APIs for DefenCath, taurolidine and heparin sodium, respectively.

With regards to taurolidine,

we have a DMF filed with the FDA.

There is a master commercial supply agreement between a third-party manufacturer and us in place from

We are currently in the process of identifying and qualifying an alternate third-party manufacturer for taurolidine under

our existing DMF.

With respect to heparin sodium API, we have identified an alternate third party supplier and intend to qualify such

supplier under the DefenCath NDA over the next twelve months.

We received FDA approval of

DefenCath with finished dosage production from our European based CMO Rovi Pharma Industrial Services.

We believe this CMO has adequate

capacity to produce the volumes needed to meet near term projected demand for the commercial launch of DefenCath.

We previously announced commercial

arrangements with additional finished dosage CMOs, Alcami Corporation and Siegfried Hameln, that provide for the manufacture of commercial

sterile parenteral drug products.

The Company anticipates the submission to the FDA of a supplement adding Siegfreid Hameln as an alternate

manufacturing site in the second fiscal quarter of 2024.

The Company will also discontinue its relationship with Alcami as a potential

alternate manufacturing site for DefenCath.

We announced on May 1, 2023

that the USPTO allowed our patent application directed to a locking solution composition for treating and reducing infection and flow

reduction in central venous catheters.

This application was granted on August 29, 2023 as U.S.

Patent reflects the unique and proprietary formulation of our product, DefenCath, for which we received FDA approval on November

This patent supplements the coverage of our existing licensed U.S.

7,696,182, and has the potential to provide an

additional layer of patent protection for DefenCath through 2042.

As part of the DefenCath approval

letter, the FDA communicated the existence of a required pediatric assessment under the Pediatric Research Equity Act, or PREA.

PREA requires

sponsors to conduct pediatric studies for, among other things, NDAs for a new active ingredient, such as taurolidine in DefenCath, unless

a waiver or deferral is obtained from the FDA.

A deferral acknowledges that a pediatric assessment is required but permits the applicant

to submit the pediatric assessment after the submission of an NDA.

FDA deferred submission of the pediatric study for DefenCath because

the product is ready for approval for use in adults and the pediatric study has not been completed.

We are obligated to conduct the study

communicated in the approval letter:

an open-label, two-arm (DefenCath vs.

standard of care) study to assess safety and time to CRBSI

in subjects from birth to less than 18 years of age with kidney failure receiving hemodialysis via a central venous catheter.

this is a required post-marketing study, we must make annual reports to the FDA.

Pediatric studies for an approved product conducted under

PREA may qualify for pediatric exclusivity, which, if granted, provides an additional six months of exclusivity that attaches to the end

of existing marketing exclusivity and patent periods for DefenCath.

Depending on the timing of final report submission, DefenCath could

potentially receive a total marketing exclusivity period of 10.5 years.

However, there are factors that could affect whether this exclusivity

is received or the duration of exclusivity, and DefenCath may or may not ultimately be eligible for the additional 0.5 years of exclusivity

associated with this pediatric study.

Neutrolin was previously sold

in the EU and other territories where we received CE-Mark approval for the commercial distribution of Neutrolin as a CLS.

has elected to discontinue sales of Neutrolin for lack of commercial viability.

The winding down of our operations in the EU is nearly

complete and Neutrolin sales in both the EU and the Middle East have been discontinued since 2022.

addition to DefenCath, we have sponsored a pre-clinical research collaboration for the use of taurolidine as a possible treatment for

rare pediatric tumors.

In February 2018, the FDA granted orphan drug designation to taurolidine for the treatment of neuroblastoma in

We may seek one or more strategic partners or other sources of capital to help us develop and commercialize taurolidine for

the treatment of neuroblastoma in children.

2 — Liquidity and Uncertainties:

The consolidated financial statements have been

prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern.

To date, the Company’s commercial operations have not generated sufficient revenues to enable profitability.

As of December 31,

2023, the Company had an accumulated deficit of $ 321.7 million, and incurred net losses of $ 46.3 million and $ 29.7 million for the years

ended December 31, 2023 and 2022, respectively.

Based on the Company’s current development plans for DefenCath and its other operating

requirements, the Company’s existing cash and cash equivalents and short-term investments at December 31, 2023 are expected to fund

its operations for at least twelve months from the issuance of this Annual Report on Form 10-K.

Company may raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships,

potential strategic transactions and/or out-licensing.

Management can provide no assurances that such financing or strategic relationships

will be available on acceptable terms, or at all.

As of December 31, 2023, the Company has $ 104.4 million available under its current

shelf registration for the issuance of equity, debt or equity-linked securities (see Note 7).

Company’s operations are subject to a number of other factors that can affect its operating results and financial condition.

factors include, but are not limited to:

the results of clinical testing and trial activities of the Company’s product candidates;

the ability to market the Company’s products;

ability to manufacture successfully;

competition from products manufactured and sold or being

developed by other companies;

competition from products manufactured and sold

or being developed by other companies;

the price of, and demand for, Company products;

the Company’s ability to negotiate favorable licensing

or other manufacturing and marketing agreements for its products;

and the Company’s ability to raise capital to support its operations.

Note 3 — Summary of Significant Accounting Policies:

Use of Estimates

The preparation of financial

statements in conformity with GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and reported amounts of revenue and expenses during the reporting period.

Actual results could differ

from those estimates.

Basis of Consolidation

The consolidated financial statements

include the accounts of the Company, CorMedix Europe GmbH and CorMedix Spain, S.L.U.

its wholly owned subsidiaries.

the Company’s ability to negotiate favorable

licensing or other manufacturing and marketing agreements for its products;

and the Company’s ability to raise capital to support

its operations.

3 — Summary of Significant Accounting Policies:

The preparation of financial statements in conformity with accounting

principles generally accepted in the United States of America (“GAAP”) requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets

and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period.

results could differ from those estimates.

of Consolidation

consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All significant intercompany

accounts and transactions have been eliminated in consolidation.

Financial Instruments

Financial instruments that potentially subject

the Company to concentrations of credit risk consist principally of cash and cash equivalents and short-term investments.

maintains its cash and cash equivalents in bank deposit and other interest-bearing accounts, the balances of which exceed federally insured

The following table is the reconciliation

of the accounting standard that modifies certain aspects of the recognition, measurement, presentation and disclosure of financial instruments

as shown on the Company’s consolidated statement of cash flows:

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and

short-term investments.

The Company maintains its cash and cash equivalents in bank deposit and other interest-bearing accounts, the

balances of which, at times, may exceed federally insured limits.

following table is the reconciliation of the accounting standard that modifies certain aspects of the recognition, measurement, presentation

and disclosure of financial instruments as shown on the Company’s consolidated statement of cash flows:

Cash and cash equivalents

Restricted cash, short-term and long-term

Total cash, cash equivalents and restricted cash

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

The appropriate classification of marketable securities

is determined at the time of purchase and reevaluated as of each balance sheet date.

Investments in marketable debt and equity securities

classified as available-for-sale are reported at fair value.

Fair value is determined using quoted market prices in active markets for

identical assets or liabilities or quoted prices for similar assets or liabilities or other inputs that are observable or can be corroborated

by observable market data for substantially the full term of the assets or liabilities.

Changes in fair value that are considered temporary

are reported net of tax in other comprehensive income (loss).

Realized gains and losses, amortization of premiums and discounts and interest

and dividends earned are included in income (expense).

For declines in the fair value of equity securities that are considered other-than-temporary,

impairment losses are charged to other (income) expense, net.

The Company considers available evidence in evaluating potential impairments

of its investments, including the duration and extent to which fair value is less than cost.

There were no deemed permanent impairments

at December 31, 2022 or 2021.

The Company’s marketable securities are highly

liquid and consist of U.S.

government agency securities, high-grade corporate obligations and commercial paper with original maturities

of more than 90 days.

As of December 31, 2022 and 2021, all of the Company’s investments had contractual maturities which were less

than one year.

The following table summarizes the amortized cost, unrealized gains and losses and the fair value at December 31, 2022

Restricted cash, short-term

and long-term

Total cash, cash equivalents

and restricted cash

appropriate classification of marketable securities is determined at the time of purchase and reevaluated as of each balance sheet date.

Investments in marketable debt and equity securities classified as available-for-sale are reported at fair value.

Fair value is determined

using quoted market prices in active markets for identical assets or liabilities or quoted prices for similar assets or liabilities or

other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Changes in fair value that are considered temporary are reported net of tax in other comprehensive income (loss).

Realized gains and

losses, amortization of premiums and discounts and interest and dividends earned are included in income (expense).

For declines in the

fair value of equity securities that are considered other-than-temporary, impairment losses are charged to other (income) expense, net.

The Company considers available evidence in evaluating potential impairments of its investments, including the duration and extent to

which fair value is less than cost.

There were no deemed permanent impairments at December 31, 2023 or 2022.

Company’s marketable securities are highly liquid and consist of U.S.

government agency securities, high-grade corporate obligations

and commercial paper with original maturities of more than 90 days.

As of December 31, 2023 and 2022, all of the Company’s investments

had contractual maturities which were less than one year.

The following table summarizes the amortized cost, unrealized gains and losses

and the fair value at December 31, 2023 and 2022 :

Market Funds and Cash Equivalents

December 31, 2023

Gross Unrealized

Money Market Funds and Cash Equivalents

Government Agency Securities

Market Funds and Cash Equivalents

Corporate Securities

Commercial Paper

Total December 31, 2022

December 31, 2022

Money Market Funds and Cash Equivalents

Government Agency Securities

Corporate Securities

Commercial Paper

Total December 31, 2021

Fair Value Measurements

The Company’s financial instruments

recorded in the consolidated balance sheets include cash and cash equivalents, accounts receivable, investment securities and

accounts payable.

The carrying value of certain financial instruments, primarily cash and cash equivalents,

accounts receivable, accounts payable, and accrued expenses approximate their estimated fair values based upon the short-term nature

of their maturity dates.

The Company categorizes its financial instruments

into a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, which is set out

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets (Level 1) and the lowest

priority to unobservable inputs (Level 3).

If the inputs used to measure fair value fall within different levels of the hierarchy, the

category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

● Level 1 inputs—Observable inputs that reflect quoted

prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2 inputs— Significant other observable inputs

(e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active,

inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).

● Level 3 inputs—Unobservable inputs for the asset or

liability, which are supported by little or no market activity and are valued based on management’s estimates of assumptions that

market participants would use in pricing the asset or liability.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

The following table provides the carrying value

and fair value of the Company’s financial assets measured at fair value as of December 31, 2022 and 2021:

Value Measurements

Company’s financial instruments recorded in the consolidated balance sheets include cash and cash equivalents, accounts receivable,

investment securities, accounts payable and accrued expenses.

The carrying value of certain financial instruments, primarily cash

and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their estimated fair values based upon

the short-term nature of their maturity dates.

Company categorizes its financial instruments into a three-level fair value hierarchy that prioritizes the inputs to valuation techniques

used to measure fair value, which is set out below.

The fair value hierarchy gives the highest priority to quoted prices in active markets

for identical assets (Level 1) and the lowest priority to unobservable inputs (Level 3).

If the inputs used to measure fair value fall

within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair

value measurement of the instrument.

1 inputs—Observable

inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active

Significant other observable inputs (e.g., quoted prices for similar items in active markets,

quoted prices for identical or similar items in markets that are not active, inputs other

than quoted prices that are observable such as interest rate and yield curves, and market-corroborated

3 inputs—Unobservable

inputs for the asset or liability, which are supported by little or no market activity and

are valued based on management’s estimates of assumptions that market participants

would use in pricing the asset or liability.

following table provides the carrying value and fair value of the Company’s financial assets measured at fair value as of December

31, 2023 and 2022:

December 31, 2023:

Carrying Value

Money Market Funds and Cash Equivalents

Government Agency Securities

Corporate Securities

Funds and Cash Equivalents

Government Agency

Commercial Paper

1 unchanged sentence

December 31, 2022:

Money Market Funds and Cash Equivalents

Government Agency Securities

Money Market Funds and

Cash Equivalents

Government Agency

Corporate Securities

Commercial Paper

Total December 31, 2021

Foreign Currency Translation and Transactions

The consolidated financial statements are presented

December 31, 2022

Currency Translation and Transactions

consolidated financial statements are presented in U.S.

Dollars (USD), the reporting currency of the Company.

For the financial statements of the Company’s foreign subsidiaries,

whose functional currency is the EURO, foreign currency asset and liability amounts, if any, are translated into USD at end-of-period

exchange rates.

Foreign currency income and expenses are translated at average exchange rates in effect during the year.

Translation gains

and losses are included in other comprehensive income (loss).

The Company had a foreign currency translation loss of $ 9,442 and $ 10,221

for the year ended December 31, 2022 and 2021, respectively.

Foreign currency exchange transaction gain (loss)

is the result of re-measuring transactions denominated in a currency other than the functional currency of the entity recording the transaction.

Restricted Cash

As of December 31, 2022, and 2021 the Company has

restricted cash in connection with the patent and utility model infringement proceedings against TauroPharm (see Note 8).

was required by the District Courts of Mannheim to provide security deposit to cover legal fees in the event TauroPharm is entitled to

reimbursement of these costs.

The Company furthermore had to provide a deposit for the first and second instances, respectively, in connection

with the unfair competition proceedings in Cologne.

During the year ended December 31, 2021, approximately $ 48,000 was released by the

court for the reimbursement of legal fees and other costs which was removed from restricted cash.

As of December 31, 2022 and 2021, restricted

cash in connection with the patent and utility model infringement proceedings were $ 124,000 and $ 132,000 , respectively.

As of December 31, 2022, the Company had $ 102,000

in long-term restricted cash for a lease security deposit.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Prepaid Research and Development and Other Prepaid Expenses

Prepaid expenses consist of payments

made in advance to vendors relating to service contracts for clinical trial development, manufacturing, pre-clinical development and insurance

These advanced payments are amortized to expense either as services are performed or over the relevant service period using

the straight-line method.

Inventories are valued at the lower of cost or

net realizable value on a first in, first out basis.

Inventories consist of raw materials (including labeling and packaging), work-in-process,

and finished goods, if any, for the DefenCath product.

For the financial statements

of the Company’s foreign subsidiaries, whose functional currency is the EURO, foreign currency asset and liability amounts, if

any, are translated into USD at end-of-period exchange rates.

Foreign currency income and expenses are translated at average exchange

rates in effect during the year.

Translation gains and losses are included in other comprehensive income (loss).

The Company had a foreign

currency translation gain of $ 1,682 and a loss of $ 9,442 for the year ended December 31, 2023 and 2022, respectively.

currency exchange transaction gain (loss) is the result of re-measuring transactions denominated in a currency other than the functional

currency of the entity recording the transaction.

As of December 31, 2023, and 2022 the Company has restricted cash in

connection with the patent and utility model infringement proceedings against TauroPharm (see Note 6).

The Company was required

by the District Courts of Mannheim to provide security deposit to cover legal fees in the event TauroPharm is entitled to reimbursement

of these costs.

The Company furthermore had to provide a deposit for the first and second instances, respectively, in connection with

the unfair competition proceedings in Cologne.

During the year ended December 31, 2023, approximately a total of $ 47,000 was released

by the court for the reimbursement of legal fees and other costs which was removed from restricted cash.

As of December 31, 2023 and 2022,

restricted cash in connection with the patent and utility model infringement proceedings were approximately

$ 77,000 and approximately $ 124,000 , respectively.

As of December 31, 2023 and 2022, the Company had $ 103,000 in long-term

restricted cash for a lease security deposit.

Research and Development and Other Prepaid Expenses

expenses consist of payments made in advance to vendors relating to service contracts for clinical trial development, manufacturing,

pre-clinical development and insurance policies.

These advanced payments are amortized to expense either as services are performed or

over the relevant service period using the straight-line method.

The Company engages third parties to manufacture and package inventory

held for sale and warehouse such goods until packaged for final distribution and sale.

Costs related to the manufacturing of the product

incurred prior to FDA approval in order to support the preparation for commercial launch of its product were expensed as R&D as incurred.

Upon FDA approval, costs related to the manufacturing of inventory are stated at the lower of cost or net realizable value with cost determined

on a first-in, first-out basis.

Inventories previously expensed as R&D prior to FDA approval amounted to $ 6,407,266 .

consist of raw materials (including labeling and packaging), work-in-process, and finished goods, if any, for the DefenCath product.

Inventories consist of the following:

Finished goods

Property and Equipment

Property and equipment consist

primarily of furnishings, fixtures, leasehold improvements, office equipment and computer equipment all of which are recorded at cost.

Depreciation is provided for by the straight-line method over the estimated useful lives of the related assets.

Leasehold improvements

are amortized using the straight-line method over the remaining lease term or the life of the asset, whichever is shorter.

and equipment, as of December 31, 2022 and 2021 were $ 1,609,679 and $ 1,474,937 , respectively, net of accumulated depreciation of $ 449,787

and $ 365,169 , respectively.

Depreciation and amortization of property and equipment is included in selling, general and administrative

Estimated Useful Life

Raw materials

Work in progress

and Equipment

and equipment consist primarily of furnishings, fixtures, leasehold improvements, office equipment and computer equipment all of

which are recorded at cost.

Depreciation is provided for by the straight-line method over the estimated useful lives of the related

Leasehold improvements are amortized using the straight-line method over the remaining lease term or the life of

the asset, whichever is shorter.

Property and equipment, as of December 31, 2023 and 2022 were $ 1,866,224 and $ 1,609,679 ,

respectively, net of accumulated depreciation of $ 520,542 and $ 449,787 , respectively.

Depreciation and amortization of property and

equipment is included in selling, general and administrative expenses.

Office equipment and furniture

Leasehold improvements

7 years or remaining term of the lease

7 years or remaining

term of the lease

Computer equipment

2 unchanged sentences

Operating leases are included in operating lease right-of-use (“ROU”)

assets, current portion of operating lease liabilities, and operating lease liabilities, net of current

assets, current portion of operating lease liabilities (included in accrued expenses), and operating lease liabilities, net of current

portion, on the consolidated balance sheet (see Note 8).

Operating lease ROU assets

and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at

commencement date.

As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based

on the information available at commencement date in determining the present value of future payments.

The Company’s lease terms

may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense

for minimum lease payments is recognized on a straight-line basis over the lease term.

lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over

the lease term at commencement date.

As the Company’s leases do not provide an implicit rate, the Company uses its incremental

borrowing rate based on the information available at commencement date in determining the present value of future payments.

The Company’s

lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Company has elected, as an accounting policy, not to apply the recognition requirements in ASC 842 to short-term leases.

4 unchanged sentences

over the lease term.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Company has also elected, as a practical expedient, by underlying class of asset, not to separate lease components from non-lease components

and, instead, account for them as a single component.

Revenue Recognition

The Company uses Accounting Standards Codification

(“ASC”) 606, “ Revenue from Contracts with Customers,” issued by the Financial Accounting Standards Board

(“FASB”), that prescribes a five-step model for recognizing revenue which includes (i) identifying contracts with customers;

Company uses Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers,” issued

by the Financial Accounting Standards Board (“FASB”), that prescribes a five-step model for recognizing revenue which includes

(i) identifying contracts with customers;

(ii) identifying performance obligations;

(iii) determining the transaction price;

(iv) allocating the transaction price;

and (v) recognizing

The Company recognizes net sales upon shipment

of product to the dialysis centers and upon meeting the five-step model prescribed by ASC 606 outlined above.

Loss Per Common Share

Basic loss per common share excludes

dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period.

per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised

or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

The Company’s outstanding shares of Series E preferred

stock entitle the holders to receive dividends on a basis equivalent to the dividends paid to holders of common stock.

As a result, the

Series E preferred stock meet the definition of participating securities requiring the application of the two-class method.

two-class method, earnings available to common shareholders, including both distributed and undistributed earnings, are allocated to each

class of common stock and participating securities according to dividends declared and participating rights in undistributed earnings,

which may cause diluted earnings per share to be more dilutive than the calculation using the treasury stock method.

No loss has been

allocated to these participating securities since they do not have contractual obligations that require participation in the Company’s

Since the Company has only incurred losses, basic

and diluted loss per share are the same as potentially dilutive shares have been excluded from the calculation of diluted net loss per

share as their effect would be anti-dilutive.

The shares outstanding at the end of the respective periods presented below were excluded

from the calculation of diluted net loss per share due to their anti-dilutive effect:

Number of Shares of Common Stock Issuable At

(iv) allocating

the transaction price;

and (v) recognizing revenue.

Company recognizes net sales upon shipment of product to the dialysis centers and upon meeting the five-step model prescribed by ASC

606 outlined above.

Per Common Share

loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding

during the period.

The weighted average number of common shares outstanding during the period included 2,500,625 shares underlying outstanding

pre-funded warrants.

Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts

to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the

earnings of the Company.

Company’s outstanding shares of Series E preferred stock entitle the holders to receive dividends on a basis equivalent to the

dividends paid to holders of common stock.

As a result, the Series E preferred stock meet the definition of participating securities

requiring the application of the two-class method.

Under the two-class method, earnings available to common shareholders, including both

distributed and undistributed earnings, are allocated to each class of common stock and participating securities according to dividends

declared and participating rights in undistributed earnings, which may cause diluted earnings per share to be more dilutive than the

calculation using the treasury stock method.

No loss has been allocated to these participating securities since they do not have contractual

obligations that require participation in the Company’s losses.

the Company has only incurred losses, basic and diluted loss per share are the same as potentially dilutive shares have been excluded

from the calculation of diluted net loss per share as their effect would be anti-dilutive.

The shares outstanding at the end of the respective

periods presented below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect :

Common Stock Issuable At

Series C non-voting preferred stock

1 unchanged sentence

Series G voting preferred stock

Shares issuable for payment of deferred board compensation

Shares underlying outstanding warrants

Shares issuable for payment of deferred board

Shares underlying outstanding stock options

Restricted stock units

Total potentially dilutive shares

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Stock-Based Compensation

Share-based compensation cost is measured at grant

date, based on the estimated fair value of the award using the Black-Scholes option pricing model for options with service or performance-based

Stock-based compensation is recognized as expense over the requisite service period on a straight-line basis or when the achievement

of the performance condition is probable.

For options with market-based vesting, share-based compensation cost is measured at grant date

using the Monte Carlo option pricing model and the expense is recognized over the derived service period.

Research and Development

Research and development costs

are charged to expense as incurred.

Research and development include fees associated with operational consultants, contract clinical research

organizations, contract manufacturing organizations, clinical site fees, contract laboratory research organizations, contract central

testing laboratories, licensing activities, and allocated executive, human resources and facilities expenses.

The Company accrues for

costs incurred as the services are being provided by monitoring the status of the trial and the invoices received from its external service

Total potentially dilutive

compensation cost is measured at grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model

for options with service or performance-based conditions.

Stock-based compensation is recognized as expense over the requisite service

period on a straight-line basis or when the achievement of the performance condition is probable.

For options with market-based vesting,

share-based compensation cost is measured at grant date using the Monte Carlo option pricing model and the expense is recognized over

the derived service period.

and Development

and development costs are charged to expense as incurred.

Research and development include fees associated with operational consultants,

contract clinical research organizations, contract manufacturing organizations, clinical site fees, contract laboratory research organizations,

contract central testing laboratories, licensing activities, and allocated executive, human resources and facilities expenses.

accrues for costs incurred as the services are being provided by monitoring the status of the trial and the invoices received from its

external service providers.

As actual costs become known, the Company adjusts its accruals in the period when actual costs become known.

Costs related

to the acquisition of technology rights and patents for which development work is still in process are charged to operations as incurred

and considered a component of research and development expense.

Costs related to the acquisition of technology rights and patents for which development work is still in process are charged to operations

as incurred and considered a component of research and development expense.

tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial

7 unchanged sentences

tax assets will not be realized.

The Company records legal

costs associated with loss contingencies when they are probable and reasonably estimable.

Note 4 — Geographic Information:

Geographic Information

The following table summarizes the geographic information:

Reported revenues

Revenues attributable to European and Mideast operations, which are based in Germany

Total assets located in the United States, with the remainder in the European Union

Note 5 — Accrued Expenses:

Company records legal costs associated with loss contingencies when they are probable and reasonably estimable.

Authoritative Pronouncements

October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06,

“ Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative ,” which modifies

the disclosure or presentation requirements of various FASB topics in the Codification.

The date on which this guidance is effective

for the Company will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes

effective, with early adoption prohibited.

The Company does not expect the adoption of this guidance to have an impact on its consolidated

financial statements.

In November 2023, the FASB

issued ASU 2023-07, “ Improvements to Reportable Segment Disclosures ,” which improves reportable segment disclosure

requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for the Company beginning

in the annual reporting period ending December 31, 2024 and interim periods beginning in fiscal year 2025.

Early adoption is permitted.

The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

In December 2023, the FASB issued ASU

2023-09, “ Improvements to Income Tax Disclosures ,” which enhances the transparency and decision usefulness of income

tax disclosures.

The guidance is effective for the Company’s annual reporting period ending December 31, 2025.

Early adoption is

The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

4 — Accrued Expenses:

Accrued expenses consist of

the following:

expenses consist of the following:

Professional and consulting fees

Accrued payroll and payroll taxes

Manufacturing development related

Note 6 — Related Party Transactions:

In February 2021, Manchester Securities Corp.,

Elliott Associates LP and Elliott International LP (collectively, “Elliott”), an existing institutional investor who collectively

beneficially own the largest portion of the Company’s common stock, converted an aggregate of 10,001 Series G preferred shares into

an aggregate of 556,069 shares of the Company’s common stock.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Note 7 — Income Taxes:

The Company’s U.S.

and foreign loss before

income taxes are set forth below:

Manufacturing related

Note 5 — Income

Company’s U.S.

and foreign loss before income taxes are set forth below:

United States

$ ( 29,973,763 )

$ ( 29,031,585 )

$ ( 30,287,322 )

$ ( 29,460,412 )

There were no current or deferred income tax provisions

for the years ended December 31, 2022 and 2021 because the Company has incurred operating losses since inception.

The Company’s deferred tax assets consist

of the following:

were no current or deferred income tax provision for the years ended December 31, 2023 and 2022 because the Company has incurred operating

losses since inception.

Company’s deferred tax assets consist of the following:

Net operating loss carryforwards – Federal

6 unchanged sentences

Less valuation allowance

( 57,761,000 )

( 52,989,000 )

Deferred tax assets

The Company had the following potentially utilizable

net operating loss tax carryforwards:

valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The net change in the total valuation allowance for the year ended December 31, 2023 was $ 13,016,000 .

Company had the following potentially utilizable net operating loss tax carryforwards:

$ 255,306,000

$ 227,068,000

The net operating losses generated will start to

expire in 2026 for Federal purposes whereas the operating losses for state purposes will begin expiring in 2040.

The Tax Cuts and Jobs

Act of 2017 (the “Act”) limits the net operating loss deduction to 80 % of taxable income for losses arising in tax years beginning

after December 31, 2017.

However, the net operating losses now have an indefinite carryforward as opposed to the former 20-year

carryforward.

Approximately $ 113,600,000 of net operating losses generated will expire

in 2026 through 2037 for Federal purposes whereas the operating losses for state purposes will expire between 2039 and 2044.

and Jobs Act of 2017 (the “Act”) limits the net operating loss deduction to 80 % of taxable income for losses arising in tax

years beginning after December 31, 2017.

However, the net operating losses now have an indefinite carryforward as opposed to the

former 20-year carryforward.

The foreign net operating loss tax carryforwards do not expire.

Our federal and state operating loss carryforwards

include windfall tax deductions from stock option exercises.

The utilization of the Company’s net operating losses may be

subject to a substantial limitation due to the “change of ownership provisions” under Section 382 of the Internal Revenue

Code and similar state provisions.

Such limitation may result in the expiration of the net operating loss carryforwards before their utilization.

During 2021, the Company’s German subsidiary

was audited by the German taxing authorities for the years 2013-2015.

It was determined that the amount of German income was not sufficient,

so the taxing authorities made adjustments accordingly.

Further, amended returns were filed for the subsequent years to provide the German

subsidiary sufficient income.

As a result of these changes, the German NOL was fully utilized and no longer has a carryforward attribute.

Since such adjustments are statutory adjustments in Germany for tax purposes, there is no material effect on the Company’s financial

The foreign net operating loss carryforward relates to the Company’s Spanish subsidiary.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

The Company’s foreign earnings are derived

from its German subsidiary.

The Company does not expect any foreign earnings to be repatriated in the U.S.

Our federal and state operating loss

carryforwards include windfall tax deductions from stock option exercises.

The Company’s foreign

net operating loss carryforward relates to the Company’s Spanish subsidiary.

During 2021, the Company’s

German subsidiary was audited by the German taxing authorities for the years 2013-2015.

It was determined that the amount of German income

was not sufficient, so the taxing authorities made adjustments accordingly.

Further, amended returns were filed for the subsequent years

to provide the German subsidiary sufficient income.

As a result of these changes, the German subsidiary’s net operating losses were

fully utilized and no longer have a carryforward attribute.

Such adjustments do not have a material effect on the Company’s financial

The Company’s foreign

earnings are derived from its German and Spanish subsidiaries.

The Company does not expect any foreign earnings to be repatriated in

in the near future.

in May 2022, the Company began the process of winding down its operations in the EU and expects to derive no income after the end of 2022.

The Company’s effective tax rate varied from

the statutory rate as follows:

The winding down of its operations in the EU is ongoing and there was no income during the year ended December

Company’s effective tax rate varied from the statutory rate as follows:

Statutory federal tax rate

3 unchanged sentences

Other permanent differences

Effect of valuation allowance

Effective tax rate

In assessing the realizability of deferred tax

assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the appropriate character

during the periods in which those temporary differences become deductible and the loss carryforwards are available to reduce taxable income.

In making its assessment, the Company considered all sources of taxable income including carryback potential, future reversals of existing

deferred tax liabilities, prudent and feasible tax planning strategies, and lastly, objectively verifiable projections of future taxable

income exclusive of reversing temporary differences and carryforwards.

At December 31, 2022 and 2021, the Company maintained a full valuation

allowance against its net deferred tax assets.

The Company will continue to assess all available evidence during future periods to evaluate

the realization of its deferred tax assets.

The following table presents the changes in the

deferred tax asset valuation allowance for the periods indicated:

Balance at Beginning of

Increase (Decrease) Charged (Credited) to

Income Taxes (Benefit)

Increase (Decrease) Charged (Credited)

Balance at End of

Effect of valuation

assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income of the appropriate character during the periods in which those temporary differences become deductible and the

loss carryforwards are available to reduce taxable income.

In making its assessment, the Company considered all sources of taxable income

including carryback potential, future reversals of existing deferred tax liabilities, prudent and feasible tax planning strategies, and

lastly, objectively verifiable projections of future taxable income exclusive of reversing temporary differences and carryforwards.

December 31, 2023 and 2022, the Company maintained a full valuation allowance against its net deferred tax assets.

The Company will continue

to assess all available evidence during future periods to evaluate the realization of its deferred tax assets.

following table presents the changes in the deferred tax asset valuation allowance for the periods indicated:

(Credited) to

December 31, 2023

December 31, 2022

Accounting for uncertainty in income taxes requires

uncertain tax positions to be classified as non-current income tax liabilities unless they are expected to be paid within one year.

Company has concluded that there are no uncertain tax positions requiring recognition in its consolidated financial statements as of December

31, 2022 and 2021.

The Company recognizes interest and penalties related to uncertain tax positions if any as a component of income tax

for uncertainty in income taxes requires uncertain tax positions to be classified as non-current income tax liabilities unless they are

expected to be paid within one year.

The Company has concluded that there are no uncertain tax positions requiring recognition in its

consolidated financial statements as of December 31, 2023 and 2022.

The Company recognizes interest and penalties related to uncertain

tax positions if any as a component of income tax expense.

The Company files U.S.

federal and state returns.

The Company’s foreign subsidiary also files a local tax return in their local jurisdiction.

federal, state and local

perspective the years that remain open to examination are consistent with each jurisdiction’s statute of limitations.

From a foreign

perspective, tax years 2016 to 2020 remain open to examination.

During the years ended December 31, 2022 and 2021,

the Company received net proceeds of $ 586,000 and $ 1,250,000 , respectively, from the sale of most of its remaining unused New Jersey net

operating losses (“NOL”) eligible for sale under the State of New Jersey’s Economic Development Authority’s New

Jersey Technology Business Tax Certificate Transfer program (“NJEDA Program”).

The NJEDA Program allowed the Company to sell

$ 626,000 of its total $ 626,000 in available NOL tax benefits for the state fiscal year 2021 and $ 1,337,000 of its total $ 1,337,000 for

the state fiscal year 2020.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Note 8 — Commitments and Contingencies:

Contingency Matters

On October 13, 2021, the United States District

Court for the District of New Jersey consolidated into In re CorMedix Inc.

The Company’s

foreign subsidiary also files a local tax return in their local jurisdiction.

federal, state and local perspective the years

that remain open to examination are consistent with each jurisdiction’s statute of limitations.

From a foreign perspective, tax

years 2016 to 2022 remain open to examination.

the year ended December 31, 2023 the Company did not sell any of its unused New Jersey net operating losses (“NOL”) eligible

for sale under the State of New Jersey’s Economic Development Authority’s New Jersey Technology Business Tax Certificate

Transfer program (“NJEDA Program”).

The NJEDA Program allowed the Company to sell $ 626,000 of its total $ 626,000 in available

NOL tax benefits for the state fiscal year 2021, which the Company received net proceeds of approximately $ 586,000 during the year ended

December 31, 2022.

6 — Commitments and Contingencies:

re CorMedix Inc.

Securities Litigation, Case No.

2:21-cv014020-JXN-CLW, two

putative class action lawsuits filed on or about July 22, 2021 and September 13, 2021, respectively, and appointed lead counsel and lead

plaintiff, a purported stockholder of the Company.

The lead plaintiff filed a consolidated amended class action complaint on December

14, 2021, alleging violations of Sections 10(b) and 20(a) of the Exchange Act, along with Rule 10b-5 promulgated thereunder, and Sections

11 and 15 of the Securities Act of 1933.

2:21-cv-14020 (D.N.J.)

October 13, 2021, the United States District Court for the District of New Jersey consolidated into In re CorMedix Inc.

Securities Litigation,

2:21-cv 14020-JXN-CLW, two putative class action lawsuits filed on or about July 22, 2021 and September 13, 2021, respectively,

and appointed lead counsel and lead plaintiff, a purported stockholder of the Company.

The lead plaintiff filed a consolidated amended

class action complaint on December 14, 2021, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934,

as amended, or the Exchange Act, along with Rule 10b-5 promulgated thereunder, and Sections 11 and 15 of the Securities Act of 1933,

as amended, or the Securities Act.

On October 10, 2022, the lead plaintiff filed a second amended consolidated complaint that superseded

15 unchanged sentences

amended complaint alleges that the CorMedix Defendants violated Section 10(b) of the Exchange Act (and Rule 10b-5), the Officer Defendants

violated Section 20(a), the Director Defendants, CorMedix, Baluch, and David violated Section 11 of the Securities Act, and that the Director

Defendants, Baluch, and David violated Section 15.

In general, the purported bases for these claims are allegedly false and misleading

statements and omissions related to the NDA submissions to the FDA for DefenCath, subsequent complete response letters, as well as communications

from the FDA related and directed to the Company’s contract manufacturing organization and heparin supplier.

The Company intends

to vigorously contest such claims.

The Company and the other Defendants filed their motion to dismiss the second amended complaint on

November 23, 2022;

the lead plaintiff filed his opposition to the Defendants’ motions to dismiss on January 7, 2023;

and Defendants

filed their reply brief on February 6, 2023.

On or about October 13, 2021, a purported shareholder,

derivatively and on behalf of the Company, filed a shareholder derivative complaint in the United States District Court for the District

of New Jersey, in a case entitled Voter v.

violated Section 20(a), the Director Defendants, CorMedix, Baluch, and David violated Section 11 of the Securities Act, and that the

Director Defendants, Baluch, and David violated Section 15.

In general, the purported bases for these claims are allegedly false and

misleading statements and omissions related to the NDA submissions to the FDA for DefenCath, subsequent complete response letters, as

well as communications from the FDA related and directed to the Company’s contract manufacturing organization and heparin supplier.

The Company intends to vigorously contest such claims.

The Company and the other Defendants filed their motion to dismiss the second

amended complaint on November 23, 2022 and briefing was complete as of February 6, 2023.

The motion to dismiss is currently pending.

CorMedix Inc.

Derivative Litigation, Case No.

2:21-cv-18493-JXN-LDW (D.N.J.)

or about October 13, 2021, a purported shareholder, derivatively and on behalf of the Company, filed a shareholder derivative complaint

in the United States District Court for the District of New Jersey, in a case entitled Voter v.

Baluch, et al., Case No.

2:21-cv-18493-JXN-LDW (the “Derivative Litigation”).

complaint names as defendants Khoso Baluch, Janet Dillione, Alan W.

Dunton, Myron Kaplan, Steven Lefkowitz, Paulo F.

Costa, Greg Duncan,

Matthew David, and Phoebe Mounts along with the Company as Nominal Defendant.

The complaint alleges breaches of fiduciary duties, abuse

of control, and waste of corporate assets against the defendants and a claim for contribution for purported violations of Sections 10(b)

and 21D of the Exchange Act against certain defendants.

The individual defendants intend to vigorously contest such claims.

21, 2022, pursuant to a stipulation between the parties, the Court entered an order staying the case while the motion to dismiss the class

action lawsuit described in the foregoing paragraph is pending.

The stay may be terminated before the motion to dismiss is resolved according

to certain circumstances described in the stipulation available on the Court’s public docket.

The case was administratively terminated

on March 16, 2022 while the stay is pending.

On or about January 13, 2023, another purported

shareholder, derivatively and on behalf of the Company, filed a shareholder derivative complaint in the United States District Court for

the District of New Jersey, in a case entitled DeSalvo v.

2:21-cv-18493-JXN-LDW

(the “Derivative Litigation”).

The complaint names as defendants Khoso Baluch, Janet Dillione, Alan W.

Dunton, Myron Kaplan,

Steven Lefkowitz, Paulo F.

Costa, Greg Duncan, Matthew David, and Phoebe Mounts along with the Company as Nominal Defendant.

The complaint

alleges breaches of fiduciary duties, abuse of control, and waste of corporate assets against the defendants and a claim for contribution

for purported violations of Sections 10(b) and 21D of the Exchange Act against certain defendants.

The individual defendants intend to

vigorously contest such claims.

On January 21, 2022, pursuant to a stipulation between the parties, the Court entered an order staying

the case while the motion to dismiss the class action lawsuit described in the foregoing paragraph is pending.

The stay may be terminated

before the motion to dismiss is resolved according to certain circumstances described in the stipulation available on the Court’s

public docket.

or about January 13, 2023, another purported shareholder, derivatively and on behalf of the Company, filed a shareholder derivative complaint

in the United States District Court for the District of New Jersey, in a case entitled DeSalvo v.

Costa, et al.

1 unchanged sentence

Defendants Paulo F.

Dillione, Greg Duncan, Alan Dunton, Myron Kaplan, Steven Lefkowitz, Joseph Todisco, Khoso Baluch, Robert Cook, Matthew David,

Phoebe Mounts, and John L.

Costa, Janet D.

Dillione, Greg Duncan, Alan Dunton, Myron Kaplan, Steven Lefkowitz, Joseph Todisco, Khoso Baluch,

Robert Cook, Matthew David, Phoebe Mounts, and John L.

Armstrong along with the Company as Nominal Defendant.

The complaint alleges breaches of fiduciary duty and

unjust enrichment against the individual defendants.

The individual defendants intend to vigorously contest such claims.

The case is in

the early stages.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

On or about January 25, 2023, another purported

shareholder, derivatively and on behalf of the Company, filed a shareholder derivative complaint in the United States District Court for

the District of New Jersey, in a case entitled Scullion v.

The complaint alleges breaches

of fiduciary duty and unjust enrichment against the individual defendants.

or about January 25, 2023, another purported shareholder, derivatively and on behalf of the Company, filed a shareholder derivative complaint

in the United States District Court for the District of New Jersey, in a case entitled Scullion v.

Baluch, et al.

2:23-cv-00406-ES-ESK.

Defendants Khoso Baluch,

Janet Dillione, Alan W.

Defendants Khoso Baluch, Janet Dillione, Alan W.

Dunton, Myron Kaplan, Steven Lefkowitz, Paulo F.

Costa, Gregory Duncan, Matthew David, and Phoebe Mounts, along

with the Company as Nominal Defendant.

Costa, Gregory Duncan, Matthew David,

and Phoebe Mounts, along with the Company as Nominal Defendant.

The complaint alleges breaches of fiduciary duties.

The individual defendants intend to vigorously

contest such claims.

The case is also in the early stages.

On or about June 23, 2022, the Company’s

Board received a letter demanding it investigate and pursue causes of action, purportedly on behalf of Company, against certain current

and former directors, officers, and/or other employees of the Company (the “Letter”), which the Board believes are duplicative

of the claims already asserted in the Derivative Litigation.

As set forth in the Board’s response to the Letter, the Board will

consider the Letter at an appropriate time, as circumstances warrant, as it continues to monitor the progress of the Derivative Litigation.

On September 9, 2014, the Company filed in the

District Court of Mannheim, Germany, (the “Court”) a patent infringement action against TauroPharm GmbH and Tauro-Implant

GmbH as well as their respective CEOs (the “Defendants”) claiming infringement of the Company’s European Patent EP 1

814 562 B1, which was granted by the European Patent Office (the “EPO”) on January 8, 2014 (the “Prosl European Patent”).

The Prosl European Patent covers the formulation of taurolidine and citrate with low dose heparin in a catheter lock solution for maintaining

patency and preventing infection in hemodialysis catheters.

In this action, the Company claims that the Defendants infringe on the Prosl

European Patent by manufacturing and distributing catheter locking solutions to the extent they are covered by the claims of the Prosl

European Patent.

The Company is seeking injunctive relief and raising claims for information, rendering of accounts, calling

back, destruction and damages.

Separately, TauroPharm has filed an opposition with the EPO against the Prosl European Patent alleging

that it lacks novelty and inventive step.

In the same complaint against the same Defendants,

the Company also alleged an infringement (requesting the same remedies) of ND Partners’ utility model DE 20 2005 022 124 U1 (the

“Utility Model”), which the Company believes is fundamentally identical to the Prosl European Patent in its main aspects and

The Court separated the two proceedings and the Prosl European Patent and the Utility Model claims were tried separately.

has filed a cancellation action against the Utility Model before the German Patent and Trademark Office (the “German PTO”)

based on the similar arguments as those in the opposition against the Prosl European Patent.

The Court issued its decisions on May 8, 2015,

staying both proceedings.

In its decisions, the Court found that the commercialization by TauroPharm in Germany of its TauroLock catheter

lock solutions Hep100 and Hep500 infringes both the Prosl European Patent and the Utility Model and further that there is no prior

use right that would allow TauroPharm to continue to make, use or sell its product in Germany.

However, the Court declined to issue an

injunction in favor of the Company that would preclude the continued commercialization by TauroPharm based upon its finding that there

is a sufficient likelihood that the EPO, in the case of the Prosl European Patent, or the German PTO, in the case of the Utility Model,

may find that such patent or utility model is invalid.

Specifically, the Court noted the possible publication of certain instructions

for product use that may be deemed to constitute prior art.

As such, the District Court determined that it will defer any consideration

of the request by the Company for injunctive and other relief until such time as the EPO or the German PTO made a final decision on the

underlying validity of the Prosl European Patent and the Utility Model.

The EPO held a hearing in the opposition proceeding

on November 25, 2015.

However, the EPO did not issue a decision at the end of the hearing but adjourned the matter due to the fact that

the panel was of the view that Claus Herdeis, one of the managing directors of TauroPharm, had to be heard as a witness in a further hearing

in order to close some gaps in the documentation presented by TauroPharm as regards the publication of the prior art.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

The German PTO held a hearing in the validity proceedings

relating to the Utility Model on June 29, 2016, at which the panel affirmed its preliminary finding that the Utility Model was invalid

based upon prior publication of a reference to the benefits that may be associated with adding heparin to a taurolidine based solution.

The Company filed an appeal against the ruling on September 7, 2016.

An oral hearing was held on September 17, 2019 in which the German

Federal Patent Court affirmed the first instance decision that the Utility Model was invalid.

The decision has only a declaratory effect,

as the Utility Model had expired in November 2015.

On April 28, 2020, the Company filed a withdrawal of the complaint on the German utility

model, thereby waiving its claims on these proceedings.

The proceedings were closed and during the year ended December 31, 2020, final

reimbursement of approximately $ 30,000 for the costs in connection with the utility model infringement were paid to TauroPharm .

On November 22, 2017, the EPO in Munich, Germany

held a further oral hearing in this matter.

At the hearing, the panel held that the Prosl European Patent would be invalidated because

it did not meet the requirements of novelty based on a technical aspect of the European intellectual property law.

The Company disagrees

with this decision and has appealed the decision.

In a hearing on October 27, 2022 before the EPO Board of Appeals, the Board expressed

the view that the patent claims of the Prosl European Patent on file were not inventive over prior art presented by TauroPharm.

thus withdrew its appeal against the first instance decision.

This means that the invalidation of the patent has become final and that,

as a consequence, the infringement proceedings, which are formally still ongoing, will also be closed because there is no underlying patent

In view of the invalidation of the Prosl European Patent, on November 9, 2022, the Defendants requested the infringement

proceedings (docket number 7 O 118/14) to be resumed and to dismiss our infringement action.

In order to avoid a dismissal,

on January 12, 2023, the Company withdrew the infringement action with prejudice.

The Defendants consented to the withdrawal on February

2, 2023 and requested that the Company, as plaintiff, bears the costs of the proceedings.

Given that pursuant to statutory law, a plaintiff

that withdraws an action, has to bear the costs of the proceedings, The Company put the decision on who has to bear the costs in the District

Court of Mannheim’s discretion.

Due to the withdrawal, there will be no decision on the merits, however, the District Court of Mannheim

will issue a decision that the Company has to bear the cost of the proceedings.

Given that the court fees have already been paid by the

Company, the cost of the proceedings are the costs that will have to be reimbursed to the Defendants, i.e mainly statutory attorney’s

fees and expenses.

On January 16, 2015, the Company filed a complaint

against TauroPharm GmbH and its managing directors in the District Court of Cologne, Germany.

In the complaint, the Company

alleged violation of the German Unfair Competition Act by TauroPharm and that TauroPharm is improperly and unfairly using its proprietary

information relating to the composition and manufacture of Neutrolin, in the manufacture and sale of TauroPharm’s products TauroLock TM ,

TauroLock-HEP100 and TauroLock-HEP500.

The Company sought a cease and desist order against TauroPharm from continuing to manufacture and

sell any product containing taurolidine (the active pharmaceutical ingredient (“API”) of Neutrolin) and citric acid in addition

to possible other components, damages for any sales in the past and the removal of all such products from the market.

this matter were held in the District Court of Cologne, Germany on November 19, 2015, on November 15, 2016 and on November 20, 2018.

decision was rendered by the court on December 11, 2018, dismissing the complaint in its entirety.

The Company therefore appealed in January

An oral hearing was held on September 6, 2019.

In view of new arguments brought forward in this hearing, the Court issued an evidentiary

order on September 27, 2019 ordering an expert opinion.

The expert opinion was not in the Company’s favor.

In a supplementary expert

opinion submitted after the Company had brought forward arguments against the first expert opinion, the expert confirmed his view.

an oral hearing held on June 18, 2021, the Court only heard from the expert, and the Court, as well as both parties, asked further questions

to the expert around his expert opinion.

At the end of the hearing and internal deliberation among the panel of judges, the Court indicated

that it would dismiss the complaint of the Company, if the Company did not withdraw the appeal.

As there were no advantages to further

pursuing the matter in view of the Court’s statements, the Company withdrew the appeal and the proceedings are therefore now closed.

TauroPharm requested an increase of the value in dispute determined by the Court in order to receive a higher reimbursement of costs (as

this is based on the value in dispute under German law) but the request was rejected in view of arguments brought forward against it by

legal counsel of the Company.

The Company reimbursed costs in the amount of approximately $ 41,000 plus interest to TauroPharm.

In connection with the aforementioned patent and

utility model infringement and unfair competition proceedings against TauroPharm, the Company was required by the District Courts of Mannheim

and Cologne to provide security deposits to cover legal fees in the event TauroPharm is entitled to reimbursement of these costs.

of December 31, 2022, the aggregate deposit was approximately $ 124,000 , which the Company recorded as restricted cash on the consolidated

balance sheets.

On February 8, 2023, the Regional Court of Cologne informed the Company that the security deposit in two proceedings

(81 HL 448/15 and 81 HL 903/19), in the amount of 36,000 EUR and 10,000 EUR, (approximately in aggregate of $ 49,000 ),

will be refunded to CorMedix and that it instructed their accounting department to wire transfer the two security deposits.

The remaining

aggregate deposit of about $ 75,000 remains in security deposit.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

In 2008, the Company entered into a License and

Assignment Agreement (the “NDP License Agreement”) with ND Partners, LLP (“NDP”).

Pursuant to the NDP License

Agreement, NDP granted the Company exclusive, worldwide licenses for certain antimicrobial catheter lock solutions, processes for treating

and inhibiting infections, a biocidal lock system and a taurolidine delivery apparatus, and the corresponding United States and foreign

patents and applications (the “NDP Technology”).

The Company acquired such licenses and patents through its assignment and

assumption of NDP’s rights under certain separate license agreements by and between NDP and Dr.

Hans-Dietrich Polaschegg, Dr.

Sodemann and Dr.

Johannes Reinmueller.

As consideration in part for the rights to the NDP Technology, the Company paid NDP an initial

licensing fee of $ 325,000 and granted NDP a 5 % equity interest in the Company, consisting of 7,996 shares of the Company’s common

The Company is required to make payments to NDP

upon the achievement of certain regulatory and sales-based milestones.

Certain of the milestone payments are to be made in the form of

shares of common stock currently held in escrow for NDP, and other milestone payments are to be paid in cash.

The maximum aggregate number

of shares issuable upon achievement of milestones is 29,109 shares.

In 2014, a certain milestone was achieved resulting in the release

of 7,277 shares held in escrow.

The number of shares held in escrow as of December 31, 2022 is 21,832 shares of common stock.

or about April 18, 2023, the Court entered an order consolidating the above-mentioned shareholder derivative complaints for all purposes,

including pretrial proceedings, trial and appeal.

The consolidated derivative action is entitled, In re CorMedix Inc.

Derivative Litigation ,

2:21-cv-18493-JXN-LDW.

The provisions of the Order to Stay entered in the Voter Action on January 21, 2022, apply to

the consolidated derivative action.

The consolidated derivative action was then administratively terminated and removed from the Court’s

docket until the motion to dismiss the class action is resolved.

The individual defendants intend to vigorously contest the claims set

forth in the consolidated derivative action when the case moves forward.

or about June 23, 2022, the Company’s Board received a letter demanding it investigate and pursue causes of action, purportedly

on behalf of Company, against certain current and former directors, officers, and/or other employees of the Company (the “Letter”),

which the Board believes are duplicative of the claims already asserted in the Derivative Litigation.

As set forth in the Board’s

response to the Letter, the Board will consider the Letter at an appropriate time, as circumstances warrant, as it continues to monitor

the progress of the Derivative Litigation.

2008, the Company entered into the ND License Agreement with NDP.

Pursuant to the ND License Agreement, NDP granted the Company exclusive,

worldwide licenses for certain antimicrobial catheter lock solutions, processes for treating and inhibiting infections, a biocidal lock

system and a taurolidine delivery apparatus, and the corresponding United States and foreign patents and applications(the “NDP

Technology”).

As consideration in part for the rights to the NDP Technology, the Company paid NDP an initial licensing fee of $ 325,000

and granted NDP a 5 % equity interest in the Company, consisting of 7,996 shares of the Company’s common stock.

The Company is required to make cash payments to NDP upon the achievement

of certain milestones.

In 2014, a certain milestone was achieved resulting in the release of 7,277 shares held in escrow.

aggregate amount of cash payments due upon achievement of milestones is $ 3,000,000 , with the balance being $ 2,000,000 as of December 31,

2023 and 2022.

Events that trigger milestone payments include but are not limited to the reaching of various stages of regulatory approval

and upon achieving certain worldwide net sales amounts.

There were no milestones achieved during the years ended December 31, 2022 and

The NDP License Agreement may be terminated by

the Company on a country-by-country basis upon 60 days prior written notice.

If the NDP License Agreement is terminated by either party,

the Company’s rights to the NDP Technology will revert back to NDP.

Note 9 — Stockholders’ Equity:

Common Stock:

In November 2020, the Company filed a shelf registration

statement, (the “2020 Shelf Registration”), under which the Company could issue and sell up to an aggregate of $100,000,000

of shares of its common stock, $0.001 par value per share.

On November 27, 2020, the Company entered into an Amended and Restated At Market

Issuance Sales Agreement (the “Amended Sales Agreement”) with FBR Securities, Inc.

(formerly known as B.

Riley FBR Inc.) and

Needham & Company, LLC as sales agents.

The Amended Sales Agreement relates to the sale of shares of up to $50,000,000 of its common

stock under its at-the-market program (the “ATM program”), of which the Company may issue and sell common stock from time

to time through the sales agents, subject to limitations imposed by the Company and subject to the sales agents’ acceptance, such

as the number or dollar amount of shares registered under the 2020 Shelf Registration to which the offering relates.

Sales agents are

entitled to a commission of up to 3% of the gross proceeds from the sale of common stock sold under the ATM program.

During the year ended

December 31, 2021, the ATM program under the Amended Sales Agreement had been fully sold.

On August 12, 2021, the Company entered into a

new At Market Issuance Sales Agreement with Truist Securities, Inc.

and JMP Securities LLC, as sales agents, pursuant to which the Company

may sell, from time to time, an aggregate of up to $ 50,000,000 of its common stock through the sales agents under its ATM program, subject

to limitations imposed by the Company and subject to the sales agents’ acceptance, such as the number or dollar amount of shares

registered under the 2020 Shelf Registration to which the offering relates.

The sales agents are entitled to a commission of up to 3 %

of the gross proceeds from the sale of common stock sold under the ATM program.

As of December 31, 2022, the Company has $ 31,600,000 available

under its ATM program relating to its 2020 Shelf Registration filed in November 2020.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Also, on August 12, 2021, the Company filed a new

shelf registration statement (the “2021 Shelf Registration”) for the issuance of up to $ 150,000,000 of shares of its common

stock which is currently available for the issuance of equity, debt or equity-linked securities.

During the year ended December 31, 2022 and 2021,

the Company sold an aggregate of 4,704,259 and 3,737,862 shares of its common stock under the ATM program, respectively, and realized

net proceeds of $ 17,770,000 and $ 41,456,000 , respectively.

During the year ended December 31, 2022 and 2021,

the Company issued an aggregate of 24,500 and 31,407 shares of its common stock, respectively, upon cash exercise of warrants, resulting

in net proceeds to the Company of $ 129,000 and $ 165,000 , respectively.

During the year ended December 31, 2021, the Company

issued an aggregate of 656,069 shares of its common stock upon conversion of 50,000 Series C-3 preferred shares by an unrelated party

and 10,001 Series G preferred shares by a related party.

During the year ended December 31, 2021, the Company

issued an aggregate of 70,269 shares of its common stock upon cashless exercise of 95,286 warrants.

During the year ended December 31, 2021, the Company

issued an aggregate of 32,734 shares of its common stock upon exercise of stock options, resulting in net proceeds to the Company of $ 137,000 .

Restricted Stock Units

On May 10, 2022, the Company granted 207,469 restricted

stock units (“RSUs”) to its chief executive officer under its Amended and Restated 2019 Omnibus Stock Incentive Plan with

a weighted average grant date fair value of $ 3.38 per share.

The fair market value of the RSUs was estimated to be the closing price of

the Company’s common stock on the date of grant.

These RSUs vest as to 50 % on the first anniversary of the grant date, as to 30 %

on the second anniversary of the grant date, and as to 20 % on the third anniversary of the grant date, subject to continued service as

an employee or consultant through the applicable vesting date.

During the year ended December 31, 2022, compensation

expense recorded for the RSUs was $ 226,000 .

Unrecognized compensation expense for these RSUs amounted to $ 475,000 .

The expected weighted

average period for the expense to be recognized is 1.4 years.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Preferred Stock

The Company is authorized to issue up to 2,000,000

shares of preferred stock in one or more series without stockholder approval.

The Company’s board of directors has the discretion

to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption

privileges and liquidation preferences, of each series of preferred stock.

Of the 2,000,000 shares of preferred stock authorized, the

Company’s board of directors has designated (all with par value of $ 0.001 per share) the following:

Events that trigger milestone payments include achieving certain worldwide net sales amounts.

There were no milestones

achieved during the years ended December 31, 2023 and 2022.

The ND License Agreement will expire on a country-by-country basis

upon the earlier of (i) the expiration of the last patent claim under the ND License Agreement in a given country, or (ii) the payment

of all milestone payments.

Upon the expiration of the ND License Agreement in each country, we will have an irrevocable, perpetual, fully

paid-up, royalty-free exclusive license to the NDP Technology in such country.

The ND License Agreement also may be terminated by NDP

if we materially breach or default under the ND License Agreement and that breach is not cured within 60 days following the delivery of

written notice to us, or by us on a country-by-country basis upon 60 days prior written notice.

If the ND License Agreement is terminated

by either party, our rights to the NDP Technology will revert back to NDP.

Company entered into a seven-year operating lease agreement in March 2020 for an office space at 300 Connell Drive, Berkeley Heights,

New Jersey 07922.

The lease agreement, with a monthly average cost of approximately $ 17,000 , commenced on September 16, 2020.

7 — Stockholders’ Equity:

November 2020, the Company filed a shelf registration statement, (the “2020 Shelf Registration”), under which the Company

could issue and sell up to an aggregate of $ 100,000,000 of shares of its common stock, $ 0.001 par value per share.

In November 2020,

the Company allocated to its at-the-market program (“ATM program”), an aggregate of $ 50,000,000 out of the $ 100,000,000 total

under the 2020 Shelf Registration, which has been fully sold.

August 2021, the Company entered into an at-the-market issuance sales agreement with Truist Securities, Inc.

and JMP Securities LLC,

as sales agents, pursuant to which the Company may sell, from time to time, an aggregate of up to $ 50,000,000 , which was the remaining

balance under the 2020 Shelf Registration, of its common stock through the sales agents under its ATM program, subject to limitations

imposed by the Company and subject to the sales agents’ acceptance, such as the number or dollar amount of shares registered under

the 2020 Shelf Registration to which the offering relates.

The sales agents are entitled to a commission of up to 3 % of the gross proceeds

from the sale of common stock sold under the ATM program.

During the year ended December 31, 2023 and 2022, the Company sold 2,977,637

and 4,704,259 shares of its common stock under the ATM program, respectively, and realized net proceeds of $ 12,900,000 and $ 17,800,000 ,

respectively.

The remaining balance of approximately $ 18,300,000 under the ATM program related to the 2020 Shelf Registration expired

in November 2023.

in August 2021, the Company filed a new shelf registration statement (the “2021 Shelf Registration”) for the issuance of

up to $ 150,000,000 of shares of its common stock of which $ 104,400,000 is currently available for the issuance of equity, debt or equity-linked

June 28, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets,

LLC and Truist Securities, Inc., as representatives of the several underwriters named therein, relating to the issuance and sale of an

aggregate of 7,500,000 shares of the Company’s common stock, and, in lieu of common stock to certain investors, pre-funded warrants

to purchase 2,500,625 shares of common stock to the underwriters.

Pursuant to the Underwriting Agreement, the Company also granted the

underwriters a 30-day option to purchase up to 1,500,093 additional shares of common stock.

offering, pursuant to the 2021 Shelf Registration, closed on July 3, 2023.

Upon closing, the Company issued and sold an aggregate of

7,500,000 shares of its common stock at a public offering price of $ 4.00 per share and, in lieu of common stock to certain investors,

pre-funded warrants to purchase up to an aggregate of 2,500,625 shares of its commons stock at a price of $ 3.999 per pre-funded warrant

(see Pre-Funded Warrants below).

The Company realized net proceeds of approximately $ 37,300,000 from the sale of its common stock and

the pre-funded warrants.

On July 26, 2023, the underwriters’ representatives fully exercised the option to purchase additional

shares of the Company’s common stock, and on July 28, 2023, the Company issued and sold an aggregate of 1,500,093 shares of its

common stock at the public offering price of $ 4.00 per share, less underwriting discounts and commissions, and the Company realized net

proceeds of approximately $ 5,600,000 .

the year ended December 31, 2023, the Company issued an aggregate of 79,041 shares of its common stock upon exercise of stock options,

resulting in net proceeds to the Company of approximately $ 288,000 .

the year ended December 31, 2022, the Company issued an aggregate of 24,500 shares of its common stock, upon cash exercise of warrants,

resulting in net proceeds to the Company of approximately $ 129,000 .

May 2022, the Company granted 207,469 restricted stock units (“RSUs”) to its Chief Executive Officer under its Amended and

Restated 2019 Omnibus Stock Incentive Plan with a weighted average grant date fair value of $ 3.38 per share.

The fair market value of

the RSUs was estimated to be the closing price of the Company’s common stock on the date of grant.

These RSUs vest as to 50 % on

the first anniversary of the grant date, as to 30 % on the second anniversary of the grant date, and as to 20 % on the third anniversary

of the grant date, subject to continued service as an employee or consultant through the applicable vesting date.

May 2023, 103,734 RSUs vested pursuant to a grant made to its Chief Executive Officer, of which 66,291 shares of common stock were issued

by the Company and 37,443 shares were withheld in lieu of withholding taxes.

In December 2023, the Company granted 50,000 RSUs to its Chief Legal

Officer under its Amended and Restated 2019 Omnibus Stock Incentive Plan with a weighted average grant date fair value of $ 3.30 per share.

The fair market value of the RSUs was estimated to be the closing price of the Company’s common stock on the date of grant.

RSUs vest over four years in four equal installments on the first four anniversaries of the applicable grant date, subject to continued

service as an employee or consultant through the applicable vesting date.

the year ended December 31, 2023 and 2022, compensation expense recorded for the RSUs was $ 262,000 and $ 226,000 , respectively.

compensation expense for these RSUs amounted to $ 378,000 .

The expected weighted average period for the expense to be recognized is 1.6

As of December 31, 2023, the Company had 153,735 outstanding RSUs.

Company is authorized to issue up to 2,000,000 shares of preferred stock in one or more series without stockholder approval.

The Company’s

board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend

rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

Of the 2,000,000 shares

of preferred stock authorized, the Company’s board of directors has designated (all with par value of $ 0.001 per share) the following:

As of December 31, 2023 and 2022

Preferred Shares

Liquidation Preference

Total Liquidation

During the year ended December 31, 2021, 50,000

Series C-3 preferred shares were converted into 100,000 shares of the Company’s common stock by an unrelated party and 10,001 Series

G preferred shares were converted into 556,069 shares of the Company’s common stock by a related party.

The following rights, privileges, terms and condition

apply to the outstanding preferred stock at December 31, 2022:

Series C-3 Non-Voting Preferred Stock

The Series C-3 non-voting preferred

stock will rank senior to our common stock;

senior to any class or series of capital stock created after the issuance of the

Series C-3 non-voting preferred stock;

and junior to the Series E voting convertible preferred stock in each case, as to dividends or

distributions of assets upon our liquidation, dissolution or winding up whether voluntarily or involuntarily.

Each share of Series C-3 preferred

stock is convertible into 2 shares of our common stock (subject to adjustment in the event of stock dividends and distributions, stock

splits, stock combinations, or reclassifications affecting our common stock) at a per share price of $ 5.00 at any time at the option of

the holder, except that a holder will be prohibited from converting shares of Series C-3 preferred stock into shares of common stock if,

as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99 % of the total number

of shares of our common stock then issued and outstanding.

Liquidation Preference.

In the event of

our liquidation, dissolution or winding up, holders of Series C-3 preferred stock will receive a payment equal to $ 10.00 per share of

Series C-3 preferred stock before any proceeds are distributed to the holders of our common stock.

After the payment of this preferential

amount, and subject to the rights of holders of any class or series of our capital stock hereafter created specifically ranking by its

terms senior to the Series C-3 preferred stock and holders of Series C-3 preferred stock will participate ratably in the distribution

of any remaining assets with the common stock and any other class or series of our capital stock hereafter created that participates with

the common stock in such distributions.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Voting Rights.

Shares of Series C-3 preferred

stock will generally have no voting rights, except as required by law and except that the consent of holders of two thirds of the outstanding

Series C-3 preferred Stock will be required to amend the terms of the Series C-3 preferred stock or the certificate of designation for

the Series C-3 preferred stock.

Holders of Series C-3

preferred stock are entitled to receive, and we are required to pay, dividends on shares of the Series C-3 preferred stock equal (on an

as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually

paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock) are paid on shares

of the common stock.

We are not obligated

to redeem or repurchase any shares of Series C-3 preferred stock.

Shares of Series C-3 preferred stock are not otherwise entitled to any

redemption rights, or mandatory sinking fund or analogous fund provisions.

There is no established

public trading market for the Series C-3 preferred stock, and we do not expect a market to develop.

In addition, we do not intend to apply

for listing of the Series C-3 preferred stock on any national securities exchange or trading system.

Fundamental Transactions .

any time that shares of Series C-3 preferred stock are outstanding, we effect a merger or other change of control transaction, as described

in the certificate of designation and referred to as a fundamental transaction, then a holder will have the right to receive, upon any

subsequent conversion of a share of Series C-3 preferred stock (in lieu of conversion shares) for each issuable conversion share, the

same kind and amount of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental

transaction if such holder had been, immediately prior to such fundamental transaction, the holder of a share of common stock.

Series E Voting Convertible Preferred Stock

The Series E voting preferred stock

will rank senior to our common stock;

senior to any class or series of capital stock created after the issuance of the Series E voting

convertible preferred stock;

Outstanding Liquidation

(Per Share) Total

Series C-3 2,000 $ 10.00 $ 20,000

Series E 89,623 $ 49.20 $ 4,409,452

Series G 89,999 $ 187.36 $ 16,862,213

Total 181,622 $ 21,291,665

following rights, privileges, terms and condition apply to the outstanding preferred stock at December 31, 2023:

C-3 Non-Voting Preferred Stock

The Series C-3 non-voting preferred stock will rank senior to our common stock;

senior to any class or series of capital

stock created after the issuance of the Series C-3 non-voting preferred stock;

and junior to the Series E voting convertible preferred

stock in each case, as to dividends or distributions of assets upon our liquidation, dissolution or winding up whether voluntarily or

involuntarily.

Each share of Series C-3 preferred stock is convertible into 2 shares of our common stock (subject to adjustment in the event of

stock dividends and distributions, stock splits, stock combinations, or reclassifications affecting our common stock) at a per share

price of $ 5.00 at any time at the option of the holder, except that a holder will be prohibited from converting shares of Series C-3

preferred stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially

own more than 9.99 % of the total number of shares of our common stock then issued and outstanding.

In the event of our liquidation, dissolution or winding up, holders of Series C-3 preferred stock will receive a payment

equal to $ 10.00 per share of Series C-3 preferred stock before any proceeds are distributed to the holders of our common stock.

the payment of this preferential amount, and subject to the rights of holders of any class or series of our capital stock hereafter created

specifically ranking by its terms senior to the Series C-3 preferred stock and holders of Series C-3 preferred stock will participate

ratably in the distribution of any remaining assets with the common stock and any other class or series of our capital stock hereafter

created that participates with the common stock in such distributions.

Shares of Series C-3 preferred stock will generally have no voting rights, except as required by law and except that the

consent of holders of two thirds of the outstanding Series C-3 preferred Stock will be required to amend the terms of the Series C-3

preferred stock or the certificate of designation for the Series C-3 preferred stock.

Holders of Series C-3 preferred stock are entitled to receive, and we are required to pay, dividends on shares of the Series C-3

preferred stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the

form of common stock) actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of

common stock) are paid on shares of the common stock.

We are not obligated to redeem or repurchase any shares of Series C-3 preferred stock.

Shares of Series C-3 preferred stock are not

otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions.

There is no established public trading market for the Series C-3 preferred stock, and we do not expect a market to develop.

we do not intend to apply for listing of the Series C-3 preferred stock on any national securities exchange or trading system.

Transactions.

If, at any time that shares of Series C-3 preferred stock are outstanding, we effect a merger or other change of control

transaction, as described in the certificate of designation and referred to as a fundamental transaction, then a holder will have the

right to receive, upon any subsequent conversion of a share of Series C-3 preferred stock (in lieu of conversion shares) for each issuable

conversion share, the same kind and amount of securities, cash or property as such holder would have been entitled to receive upon the

occurrence of such fundamental transaction if such holder had been, immediately prior to such fundamental transaction, the holder of

a share of common stock.

E Voting Convertible Preferred Stock

The Series E voting preferred stock will rank senior to our common stock;

senior to any class or series of capital stock created

after the issuance of the Series E voting convertible preferred stock;

senior to the Series C-3 non-voting convertible preferred stock;

and on parity with the Series G voting convertible

and on parity with the Series G voting convertible preferred stock in each case, as to dividends or distributions of assets upon our

liquidation, dissolution or winding up whether voluntarily or involuntarily.

Each share of Series E preferred stock is convertible into 4.3733 shares of our common stock (subject to adjustment as provided in

the certificates of designation for the Series E preferred stock) at a per share price of $ 3.75 at any time at the option of the holder,

except that a holder will be prohibited from converting shares of Series E preferred stock into shares of common stock if, as a result

of such conversion, such holder, together with its affiliates, would beneficially own more than 4.99 % of the total number of shares of

our common stock then issued and outstanding.

In the event of our liquidation, dissolution or winding up, holders of Series E preferred stock will receive a payment

equal to $ 49.20 per share of Series E preferred stock on parity with the payment of the liquidation preference due the Series G preferred

stock, but before any proceeds are distributed to the holders of common stock, and the Series C-3 non-voting convertible preferred stock.

After the payment of this preferential amount, holders of Series E preferred stock will participate ratably in the distribution of any

remaining assets with the common stock and any other class or series of our capital stock that participates with the common stock in

such distributions.

Shares of Series E preferred stock are entitled to vote on an as-converted basis, based upon an assumed conversion price

Holders of Series E preferred stock are entitled to receive, and we are required to pay, dividends on shares of the Series E preferred

stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common

stock) actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock)

are paid on shares of the common stock.

We are not obligated to redeem or repurchase any shares of Series E preferred stock.

Shares of Series E preferred stock are not otherwise

entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions.

There is no established public trading market for the Series E preferred stock, and we do not expect a market to develop.

we do not intend to apply for listing of the Series E preferred stock on any national securities exchange or trading system.

Transactions.

If, at any time that shares of Series E preferred stock are outstanding, we effect a merger or other change of control

transaction, as described in the certificate of designation and referred to as a fundamental transaction, then a holder will have the

right to receive, upon any subsequent conversion of a share of Series E preferred stock (in lieu of conversion shares) for each issuable

conversion share, the same kind and amount of securities, cash or property as such holder would have been entitled to receive upon the

occurrence of such fundamental transaction if such holder had been, immediately prior to such fundamental transaction, the holder of

a share of common stock.

As long as any of the Series E preferred stock is outstanding, we cannot create, incur, guarantee, assume or suffer

to exist any indebtedness, other than (i) trade payables incurred in the ordinary course of business consistent with past practice, and

(ii) up to $ 10 million aggregate principal amount of indebtedness with a maturity less than twelve months outstanding at any time, which

amount may include up to $ 5 million of letters of credit outstanding at any time.

In addition to the debt restrictions above, as long as any of the Series E preferred stock is outstanding, we cannot,

among others things:

create, incur, assume or suffer to exist any encumbrances on any of our assets or property;

redeem, repurchase or

pay any cash dividend or distribution on any of our capital stock (other than as permitted, which includes the dividends on the Series

E preferred stock and Series G preferred stock);

redeem, repurchase or prepay any indebtedness (other than as permitted);

any material line of business substantially different from our current lines of business.

In the event we issue any options, convertible securities or rights to purchase stock or other securities pro rata to the

holders of common stock, then a holder of Series E preferred stock will be entitled to acquire, upon the same terms a pro rata amount

of such stock or securities as if the Series E preferred stock had been converted to common stock.

G Voting Convertible Preferred Stock

The Series G voting convertible preferred stock will rank senior to our common stock;

senior to any class or series of capital stock

created after the issuance of the Series G voting convertible preferred stock;

junior to the Series C-3 non-voting convertible preferred

stock, pending the consent of the holders of such series to the subordination thereof;

and on parity with the Series E voting convertible

preferred stock in each case, as to dividends or distributions of assets upon our liquidation, dissolution or winding up whether voluntarily

or involuntarily.

Each share of Series E preferred

stock is convertible into 4.3733 shares of our common stock (subject to adjustment as provided in the certificates of designation for

the Series E preferred stock) at a per share price of $3.75 at any time at the option of the holder, except that a holder will be prohibited

from converting shares of Series E preferred stock into shares of common stock if, as a result of such conversion, such holder, together

with its affiliates, would beneficially own more than 4.99% of the total number of shares of our common stock then issued and outstanding.

Liquidation Preference.

In the event of

our liquidation, dissolution or winding up, holders of Series E preferred stock will receive a payment equal to $ 49.20 per share of Series

E preferred stock on parity with the payment of the liquidation preference due the Series G preferred stock, but before any proceeds are

distributed to the holders of common stock, and the Series C-3 non-voting convertible preferred stock.

Each share of Series G preferred stock is convertible into approximately 55.5978 shares of our common stock (subject to adjustment as

provided in the certificate of designation for the Series G preferred stock) at a per share price of $ 3.37 at any time at the option

of the holder, except that a holder will be prohibited from converting shares of Series G preferred stock into shares of common stock

if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 4.99 % of the total number

of shares of our common stock then issued and outstanding.

In the event of our liquidation, dissolution or winding up, holders of Series E preferred stock will receive a payment

equal to $ 187.36452 per share of Series G preferred stock on parity with the payment of the liquidation preference due the Series E preferred

stock, but before any proceeds are distributed to the holders of Series C-3 preferred stock (pending the consent of the holders of such

series to the subordination thereof) and any proceeds are distributed to the holders of common stock.

After the payment of this preferential

amount, holders of Series E preferred stock will participate ratably in the distribution of any remaining assets with the common stock

amount, holders of Series G preferred stock will participate ratably in the distribution of any remaining assets with the common stock

and any other class or series of our capital stock that participates with the common stock in such distributions.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Voting Rights.

Shares of Series E preferred

stock are entitled to vote on an as-converted basis, based upon an assumed conversion price of $ 7.93 .

Holders of Series E preferred

stock are entitled to receive, and we are required to pay, dividends on shares of the Series E preferred stock equal (on an as-if-converted-to-common-stock

basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock

when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock.

We are not obligated to redeem

or repurchase any shares of Series E preferred stock.

Shares of Series E preferred stock are not otherwise entitled to any redemption

rights, or mandatory sinking fund or analogous fund provisions.

There is no established public

trading market for the Series E preferred stock, and we do not expect a market to develop.

In addition, we do not intend to apply for

listing of the Series E preferred stock on any national securities exchange or trading system.

Fundamental Transactions.

If, at any time

that shares of Series E preferred stock are outstanding, we effect a merger or other change of control transaction, as described in the

certificate of designation and referred to as a fundamental transaction, then a holder will have the right to receive, upon any subsequent

conversion of a share of Series E preferred stock (in lieu of conversion shares) for each issuable conversion share, the same kind and

amount of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction

if such holder had been, immediately prior to such fundamental transaction, the holder of a share of common stock.

Debt Restriction.

As long as any of the

Series E preferred stock is outstanding, we cannot create, incur, guarantee, assume or suffer to exist any indebtedness, other than (i)

trade payables incurred in the ordinary course of business consistent with past practice, and (ii) up to $ 10 million aggregate principal

amount of indebtedness with a maturity less than twelve months outstanding at any time, which amount may include up to $ 5 million of letters

of credit outstanding at any time.

Other Covenants.

In addition to the debt

restrictions above, as long as any of the Series E preferred stock is outstanding, we cannot, among others things:

create, incur, assume

or suffer to exist any encumbrances on any of our assets or property;

redeem, repurchase or pay any cash dividend or distribution on any

of our capital stock (other than as permitted, which includes the dividends on the Series E preferred stock and Series G preferred stock);

redeem, repurchase or prepay any indebtedness (other than as permitted);

or engage in any material line of business substantially different

from our current lines of business.

Purchase Rights.

In the event we issue any

options, convertible securities or rights to purchase stock or other securities pro rata to the holders of common stock, then a holder

of Series E preferred stock will be entitled to acquire, upon the same terms a pro rata amount of such stock or securities as if the Series

E preferred stock had been converted to common stock.

Series G Voting Convertible Preferred Stock

The Series G voting convertible preferred

stock will rank senior to our common stock;

senior to any class or series of capital stock created after the issuance of the Series G

voting convertible preferred stock;

junior to the Series C-3 non-voting convertible preferred stock, pending the consent of the holders

of such series to the subordination thereof;

and on parity with the Series E voting convertible preferred stock in each case, as to dividends

or distributions of assets upon our liquidation, dissolution or winding up whether voluntarily or involuntarily.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Each share of Series G preferred

stock is convertible into approximately 55.5978 shares of our common stock (subject to adjustment as provided in the certificate of designation

for the Series G preferred stock) at a per share price of $3.37 at any time at the option of the holder, except that a holder will be

prohibited from converting shares of Series G preferred stock into shares of common stock if, as a result of such conversion, such holder,

together with its affiliates, would beneficially own more than 4.99% of the total number of shares of our common stock then issued and

Liquidation Preference .

In the event of

our liquidation, dissolution or winding up, holders of Series E preferred stock will receive a payment equal to $ 187.36452 per share of

Series G preferred stock on parity with the payment of the liquidation preference due the Series E preferred stock, but before any proceeds

are distributed to the holders of Series C-3 preferred stock (pending the consent of the holders of such series to the subordination thereof)

and any proceeds are distributed to the holders of common stock.

After the payment of this preferential amount, holders of Series G preferred

stock will participate ratably in the distribution of any remaining assets with the common stock and any other class or series of our

capital stock that participates with the common stock in such distributions.

Voting Rights .

Shares of Series G preferred

stock are entitled to vote on an as-converted basis, based upon an assumed conversion price of $ 7.93 .

Holders of Series G Preferred

stock are entitled to receive, and we are required to pay, dividends on shares of the Series G preferred stock equal (on an as-if-converted-to-common-stock

basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock

when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock.

We are not obligated to redeem

or repurchase any shares of Series G preferred stock.

Shares of Series G preferred stock are not otherwise entitled to any redemption

rights, or mandatory sinking fund or analogous fund provisions.

There is no established public

trading market for the Series G preferred stock, and we do not expect a market to develop.

In addition, we do not intend to apply for

listing of the Series G preferred stock on any national securities exchange or trading system.

Fundamental Transactions .

If, at any time

that shares of Series G preferred stock are outstanding, we effect a merger or other change of control transaction, as described in the

certificate of designation and referred to as a fundamental transaction, then a holder will have the right to receive, upon any subsequent

conversion of a share of Series G preferred stock (in lieu of conversion shares) for each issuable conversion share, the same kind and

amount of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction

if such holder had been, immediately prior to such fundamental transaction, the holder of a share of common stock.

Debt Restriction .

As long as any of the

Series G preferred stock is outstanding, we cannot create, incur, guarantee, assume or suffer to exist any indebtedness, other than (i)

trade payables incurred in the ordinary course of business consistent with past practice, and (ii) up to $ 10 million aggregate principal

amount of indebtedness with a maturity less than twelve months outstanding at any time, which amount may include up to $ 5 million of letters

of credit outstanding at any time.

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Other Covenants .

In addition to the debt

restrictions above, as long as any of the Series G preferred stock is outstanding, we cannot, among others things:

create, incur, assume

or suffer to exist any encumbrances on any of our assets or property;

redeem, repurchase or pay any cash dividend or distribution on any

of our capital stock (other than as permitted, which includes the dividends on the Series E preferred stock and the Series G preferred

Shares of Series G preferred stock are entitled to vote on an as-converted basis, based upon an assumed conversion price

Holders of Series G Preferred stock are entitled to receive, and we are required to pay, dividends on shares of the Series G preferred

stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common

stock) actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock)

are paid on shares of the common stock.

We are not obligated to redeem or repurchase any shares of Series G preferred stock.

Shares of Series G preferred stock are not otherwise

entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions.

There is no established public trading market for the Series G preferred stock, and we do not expect a market to develop.

we do not intend to apply for listing of the Series G preferred stock on any national securities exchange or trading system.

Transactions .

If, at any time that shares of Series G preferred stock are outstanding, we effect a merger or other change of control

transaction, as described in the certificate of designation and referred to as a fundamental transaction, then a holder will have the

right to receive, upon any subsequent conversion of a share of Series G preferred stock (in lieu of conversion shares) for each issuable

conversion share, the same kind and amount of securities, cash or property as such holder would have been entitled to receive upon the

occurrence of such fundamental transaction if such holder had been, immediately prior to such fundamental transaction, the holder of

a share of common stock.

Restriction .

As long as any of the Series G preferred stock is outstanding, we cannot create, incur, guarantee, assume or suffer

to exist any indebtedness, other than (i) trade payables incurred in the ordinary course of business consistent with past practice, and

(ii) up to $ 10 million aggregate principal amount of indebtedness with a maturity less than twelve months outstanding at any time, which

amount may include up to $ 5 million of letters of credit outstanding at any time.

In addition to the debt restrictions above, as long as any of the Series G preferred stock is outstanding, we cannot,

among others things:

create, incur, assume or suffer to exist any encumbrances on any of our assets or property;

redeem, repurchase or

pay any cash dividend or distribution on any of our capital stock (other than as permitted, which includes the dividends on the Series

E preferred stock and the Series G preferred stock);

redeem, repurchase or prepay any indebtedness (other than as permitted);

or engage in any material line of business substantially

different from our current lines of business.

Purchase Rights .

In the event we issue any

options, convertible securities or rights to purchase stock or other securities pro rata to the holders of common stock, then a holder

of Series G preferred stock will be entitled to acquire, upon the same terms a pro rata amount of such stock or securities as if the Series

G preferred stock had been converted to common stock.

Stock Options:

On October 13, 2022, the Company’s shareholders approved the

CorMedix Inc.

Amended and Restated 2019 Omnibus Stock Incentive Plan (the “A&R 2019 Plan”), pursuant to which the Company

may issue an additional 4,800,000 shares of its common stock, plus any shares that remain available for grant under its existing plan

as of the effective date, as long-term equity incentives to the Company’s employees, consultants, and directors.

The long-term incentives

may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights,

or other rights or benefits (collectively, “stock rights”) to employees, consultants, and directors of the Company or a related

entity (collectively, “participants”).

The Company believes that the effective use of long- term equity incentives is essential

to attract, motivate, and retain employees, consultants and directors, to further align participants’ interests with those of the

Company’s stockholders, and to provide participants incentive compensation opportunities that are competitive with those offered

by other companies in the same industry and locations as the Company.

The A&R 2019 Plan is a new equity compensation plan for the Company’s

employees, consultants, and directors which replaced the 2019 Omnibus Stock Incentive Plan.

The 2013 Stock Incentive Plan and the 2019

Omnibus Stock Incentive Plan are referred to collectively as the “Prior Plans”.

No further awards will be granted under the

Prior Plans after the approval of the A&R 2019 Plan.

Awards outstanding under the Prior Plans will remain outstanding in accordance

with their terms and the Prior Plans.

During the years ended December 31, 2022 and 2021,

the Company granted ten-year qualified and non-qualified stock options to its officers, directors, employees and consultants covering

an aggregate of 1,627,850 and 1,664,700 shares of the Company’s common stock under the 2019 Plan, respectively.

The weighted average

exercise price of these options is $ 3.83 and $ 7.98 per share, respectively.

During the years ended December 31, 2022 and 2021,

total compensation expense for stock options issued to employees, directors, officers and consultants was $ 3,843,000 and $ 5,043,000 , respectively.

As of December 31, 2022, there was $ 4,985,000 total unrecognized compensation expense related to unvested stock options granted which

expense is expected to be recognized over an expected remaining weighted average period of 1.5 years.

All share-based awards are recognized

on a straight-line method, assuming all awards granted will vest.

in any material line of business substantially different from our current lines of business.

In the event we issue any options, convertible securities or rights to purchase stock or other securities pro rata to the

holders of common stock, then a holder of Series G preferred stock will be entitled to acquire, upon the same terms a pro rata amount

of such stock or securities as if the Series G preferred stock had been converted to common stock.

October 13, 2022, the Company’s shareholders approved the CorMedix Inc.

Amended and Restated 2019 Omnibus Stock Incentive Plan

(the “2022 Plan”), pursuant to which the Company may issue as additional 4,800,000 shares of its common stock, plus any shares

that remain available for grant under its existing plan as of the effective date, as long-term equity incentives to the Company’s

employees, consultants, and directors.

The long-term incentives may be in the form of stock options, stock appreciation rights, restricted

stock, restricted stock units, dividend equivalent rights, or other rights or benefits (collectively, “stock rights”) to

employees, consultants, and directors of the Company or a related entity (collectively, “participants”).

The Company believes

that the effective use of long- term equity incentives is essential to attract, motivate, and retain employees, consultants and directors,

to further align participants’ interests with those of the Company’s stockholders, and to provide participants incentive

compensation opportunities that are competitive with those offered by other companies in the same industry and locations as the Company.

The 2022 Plan amends and

restates the 2019 Stock Incentive Plan.

The 2013 Stock Incentive Plan and the Amended and Restated 2006 Stock Incentive Plan are referred

to collectively as the “Prior Plans”.

No further awards will be granted under the Prior Plans.

Awards outstanding under the

Prior Plans will remain outstanding in accordance with their terms and the Prior Plans.

the years ended December 31, 2023 and 2022, the Company granted ten-year qualified and non-qualified stock options to its officers, directors,

employees and consultants covering an aggregate of 2,536,200 and 1,627,850 shares of the Company’s common stock under the 2019

Plan, respectively.

The weighted average exercise price of these options is $ 4.18 and $ 3.83 per share, respectively.

the year ended December 31, 2023, the Company issued 79,041 shares of common stock as a result of the exercise of stock options.

Company realized net proceeds of $ 288,000 from the exercise of stock options with a weighted average exercise price of $ 3.64 per share.

During the years ended December 31, 2023 and 2022, total compensation

expense for stock options issued to employees, directors, officers and consultants was $ 5,232,000 and $ 3,843,000 , respectively.

December 31, 2023, there was $ 6,145,000 total unrecognized compensation expense related to unvested stock options granted which expense

is expected to be recognized over an expected remaining weighted average period of 1.6 years.

All share-based awards are recognized on

a straight-line method, assuming all awards granted will vest.

Forfeitures of share-based awards are recognized in the period in which

The fair value at grant dates of the grants issued

subject to service and performance-based vesting conditions were determined using the Black-Scholes option pricing model with the following

Year Ended December 31,

Risk-free interest rate

fair value at grants dates of the grants issued subject to service and performance-based vesting conditions were determined using the

Black-Scholes option pricing model with the following assumptions:

Ended December 31,

interest rate

3.45 % - 4.81 %

1.76 % - 4.31 %

Expected volatility

92.2 % - 105.7 %

89.68 % - 107.2 %

Expected term (years)

2.75 – 5 years

1.97 - 5 years

Expected dividend yield

Weighted-average grant date fair value of options granted during the period

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

The Company estimated the expected term of the

stock options granted based on anticipated exercises in future periods.

The expected term of the stock options granted to consultants

is based upon the full term of the respective option agreements.

The expected stock price volatility for the Company’s stock options

is calculated based on the historical volatility since the initial public offering of the Company’s common stock in March 2010.

The expected dividend yield of 0.0 % reflects the Company’s current and expected future policy for dividends on the Company’s

common stock.

To determine the risk-free interest rate, the Company utilized the U.S.

Treasury yield curve in effect at the time of grant

with a term consistent with the expected term of the Company’s awards which is 5 years for employees and 10 years for non-employees.

dividend yield

Weighted-average

grant date fair value of options granted during the period

The Company estimated the

expected term of the stock options granted based on anticipated exercises in future periods.

The expected term of the stock options granted

to consultants is based upon the full term of the respective option agreements.

The expected stock price volatility for the Company’s

stock options is calculated based on the historical volatility of the Company’s common stock.

The expected dividend yield of 0.0 %

reflects the Company’s current and expected future policy for dividends on the Company’s common stock.

To determine the risk-free

interest rate, the Company utilized the U.S.

Treasury yield curve in effect at the time of grant with a term consistent with the expected

term of the Company’s awards which is 5 years for employees and 10 years for non-employees.

The following table summarizes

the Company’s stock options activity and related information for the year ended December 31, 2023:

Shares Underlying Stock Options

Remaining Contractual Term (Years)

Aggregate Intrinsic Value

Outstanding at December 31, 2022

2 unchanged sentences

Vested at December 31, 2023

Expected to vest in the future

The aggregate intrinsic value is calculated as

the difference between the exercise prices of the underlying options and the quoted closing price of the common stock of the Company at

the end of the reporting period for those options that have an exercise price below the quoted closing price.

During the years ended December 31, 2022 and 2021,

the Company issued an aggregate of 24,500 and 31,407 shares of its common stock, respectively, upon cash exercise of warrants, resulting

in net proceeds to the Company of $ 129,000 and $ 165,000 , respectively.

During the year ended December 31, 2021, the Company

issued an aggregate of 70,269 shares of its common stock upon cashless exercise of 95,286 warrants.

The following table is the summary of warrant activities:

Shares Underlying Warrants

Weighted Average Remaining Contractual Life

Outstanding at December 31, 2021

Outstanding at December 31, 2022

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Stock-based Deferred Compensation Plan for Non-Employee Directors

In 2014, the Company established an unfunded stock-based

deferred compensation plan, providing non-employee directors the opportunity to defer up to one hundred percent of fees and compensation,

including restricted stock units.

The amount of fees and compensation deferred by a non-employee director is converted into stock

units, the number of which is determined based on the closing price of the Company’s common stock on the date such compensation

would have otherwise been payable.

At all times, the plan participants are one hundred percent vested in their respective deferred

compensation accounts.

On the tenth business day of January in the year following a director’s termination of service, the

director will receive a number of common shares equal to the number of stock units accumulated in the director’s deferred compensation

The Company accounts for this plan as stock-based compensation under ASC 718.

During the years ended December 31,

2022 and 2021 no compensation was deferred under this plan.

Note 10 — Concentrations:

At December 31, 2022, there were no net accounts

receivable from a customer that exceeded 10 % of the Company’s accounts receivable and at December 31, 2021, one customer had exceeded

10% of the Company’s accounts receivable ( 100 %).

During the year ended December 31, 2022, the Company had revenue from two customers

that exceeded 10 % of its total sales ( 55 % and 29 %) and the Company had revenue from three customers that exceeded 10 % of its total sales

( 60 %, 14 % and 10 %) for the year ended December 31, 2021.

Note 11 — Leases:

The Company entered into a seven-year operating

lease agreement in March 2020 for an office space at 300 Connell Drive, Berkeley Heights, New Jersey 07922.

The lease agreement, with

a monthly average cost of approximately $ 17,000 commenced on September 16, 2020.

The Company entered into an operating lease for

office space in Germany that began in July 2017.

The rental agreement has a three-month term which automatically renews and includes a

monthly cost of 400 Euros.

The Company elected to apply the short-term practical expedient to the office lease.

The Company also has an

operating lease for office equipment.

Operating lease expense in the Company’s

consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 and 2021 was approximately $ 208,000

and $ 209,000 , respectively, which includes costs associated with leases for which ROU assets have been recognized as well as short-term

At December 31, 2022 and 2021, the Company has

a total operating lease liability of $ 803,000 and $ 924,000 , respectively.

At December 31, 2022, approximately $ 135,000 and $ 668,000 were

classified as operating lease liabilities, short-term and operating lease liabilities, net of current portion, respectively, on the consolidated

Expected to vest in the

aggregate intrinsic value is calculated as the difference between the exercise prices of the underlying options and the quoted closing

price of the common stock of the Company at the end of the reporting period for those options that have an exercise price below the quoted

closing price.

During the year ended December

31, 2022, the Company issued an aggregate of 24,500 shares of its common stock upon cash exercise of warrants, resulting in net proceeds

to the Company of $ 129,000 .

Except for the pre-funded warrants described below, there were no outstanding warrants at December 31, 2023

On July 3, 2023, pursuant to the Underwriting Agreement, the Company’s

issued pre-funded warrants to purchase 2,500,625 shares of its common stock to certain investors.

The pre-funded warrants to purchase

up to an aggregate of 2,500,625 shares of the Company’s commons stock had a price of $ 3.999 per pre-funded warrant, which represents

the per share public offering price for the common stock less the $ 0.001 per share exercise price for each such pre-funded warrant pursuant

to the Underwriting Agreement.

The Company realized net proceeds of approximately $ 9,400,000 from the sale of the pre-funded warrants.

Deferred Compensation Plan for Non-Employee Directors

In 2014, the Company established an unfunded stock-based deferred compensation

plan, providing non-employee directors the opportunity to defer up to one hundred percent of fees and compensation, including restricted

The amount of fees and compensation deferred by a non-employee director is converted into stock units, the number of

which is determined based on the closing price of the Company’s common stock on the date such compensation would have otherwise

been payable.

At all times, the plan participants are one hundred percent vested in their respective deferred compensation accounts.

On the tenth business day of January in the year following a director’s termination of service, the director will receive a number

of common shares equal to the number of stock units accumulated in the director’s deferred compensation account.

accounts for this plan as stock-based compensation under ASC 718.

During the years ended December 31, 2023 and 2022 no compensation

was deferred under this plan.

Company entered into a seven-year operating lease agreement in March 2020 for an office space at 300 Connell Drive, Berkeley Heights,

New Jersey 07922.

The lease agreement, with a monthly average cost of approximately $ 17,000 commenced on September 16, 2020.

Company entered into an operating lease for office space in Germany that began in July 2017.

The rental agreement has a three-month term

which automatically renews and includes a monthly cost of 400 Euros.

The Company elected to apply the short-term practical expedient

to the office lease.

The Company also has an operating lease for office equipment.

lease expense in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2023

and 2022 was approximately $ 207,000 and $ 208,000 , respectively, which includes costs associated with leases for which ROU assets have

been recognized as well as short-term leases.

December 31, 2023, the Company has a total operating lease liability of $ 668,000 , of which approximately $ 151 ,000 and $ 517 ,000 were classified

as operating lease liabilities, short-term and operating lease liabilities, net of current portion, respectively, on the consolidated

balance sheet.

At December 31, 2022, the Company’s total operating lease liability was $ 803,000 , of which $ 135 ,000 was classified

as operating lease liabilities, short-term and $ 668 ,000 was classified as operating lease liabilities, net of current portion, on the

condensed consolidated balance sheet.

Operating ROU assets as of December 31, 2023 and 2022 are $ 640 ,000 and $ 775 ,000, respectively.

For the year ended December 31, 2022 and 2021,

cash paid for amounts included in the measurement of lease liabilities in operating cash flows from operating leases was $ 199,000 and

$ 195,000 , respectively.

As of December 31, 2022 and 2021, the weighted

average remaining lease term were 4.8 years and 5.8 years, respectively and the weighted average discount rate of 9% and 9% at December

31, 2022 and 2021, respectively.

As of December 31, 2022, maturities of lease liabilities

were as follows:

the year ended December 31, 2023 and 2022, cash paid for amounts included in the measurement of lease liabilities in operating cash flows

from operating leases was $ 201,000 and $ 199,000 , respectively.

of December 31, 2023 and 2022, the weighted average remaining lease term were 3.8 years and 4.8 years, respectively and the weighted

average discount rate of 9 % and 9 % at December 31, 2023 and 2022, respectively.

of December 31, 2023, maturities of lease liabilities were as follows:

2027 and thereafter

1 unchanged sentence

Less imputed interest

CORMEDIX INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

Note 12 — Subsequent Events:

On January 15, 2023, the Company entered into an

employment agreement with Erin Mistry, pursuant to which she was promoted to the role of Executive Vice President and Chief Commercial

The Board further appointed Ms.

Mistry an officer, for purposes of Section 16 of the Securities Exchange Act of 1934.

Through March 30, 2023, the Company sold an aggregate of 1,684,592

shares of its common stock under the ATM program (see Note 9) and realized net proceeds of approximately $7,200,000.

As of the filing

of this Annual Report on Form 10-K, the Company has $24,200,000 available balance under its ATM program and it has $150,000,000 available

under its current shelf registration for the issuance of equity, debt or equity-linked securities.

On March 2, 2023, the Company provided regulatory

and manufacturing updates related to the FDA compliance remediation activities at its primary CMO and heparin API supplier, as well as

updated timelines for potential resubmission of its NDA under various scenarios.

More specifically:

1) The Company has been informed by

its primary CMO (“CMO 1”) that all corrective actions stemming from the FDA’s June 2022 inspection have been completed

and the CMO has provided to FDA documentation showing effectiveness of the corrective actions.

The primary CMO awaits feedback from the

FDA with respect to the compliance status of the facility, and 2) The Company has been informed by its existing supplier of heparin API

(“API 1”) that all corrective actions related to its June 2022 FDA Warning Letter for a non-heparin API have been completed

and implementation is underway, however it is unclear to the Company based on recent FDA actions if full resolution of the outstanding

warning letter would still be required prior to approving the DefenCath NDA with reference to API 1.

The supplier has informed the Company

that it has made updates to the US Heparin Drug Master File (“DMF”) clarifying which activities take place at the site which

is identified in the warning letter (early-stage processing) and which activities take place at a different FDA registered facility (final

processing and release).

The supplier has also informed the Company that subsequent to those updates, a supplement to an approved application

referring to this DMF was recently approved by FDA.

Based on this recent approval and the update to the DMF, it is possible that full

resolution of the outstanding warning letter is no longer a barrier to FDA approval of the DefenCath NDA.

The Company intends to seek

confirmation from FDA on this issue set as follows:

Given the progress made by CMO 1 on remediation of the inspectional observations and

the potential precedent created by FDA’s approval of a supplement referencing the same heparin DMF utilized for DefenCath, the Company

has submitted a Type A meeting request seeking additional guidance from the FDA prior to resubmission of the NDA application.

granted the meeting request, and the meeting has been scheduled for mid-April.

On March 23, 2023, Plaintiffs filed a letter, attaching

a joint stipulation, requesting that the Voter v.

Baluch , et al ., Case No.

2:21-cv-18493-JXN-LDW be re-opened and consolidated

with DeSalvo v.

Costa, et al., Case No.

2:23-cv-00150-JXN-CLW and Scullion v.

Baluch, et al., Case No.

2:23-cv-00406-ES-ESK

to consolidate all three derivative actions and continue the temporary stay for all three derivative actions.

9 — Subsequent Events:

On January 25,

2024 CMS notified the Company that the agency has determined DefenCath will be eligible for reimbursement in accordance with the ESRD

PPS, allowing the Company to submit a TDAPA application, which currently allows for two years of additional payment for certain products

to outpatient renal dialysis providers, and CMS recently adopted a three-year post-TDAPA add-on payment adjustment.

submitted its TDAPA application on January 26, 2024 after receiving the CMS notification.

As a result of CMS’ determination

that DefenCath is within the scope of the ESRD PPS and eligible for TDAPA, the Company established a WAC of $ 249.99 per 3ml vial, to account

for the market dynamics and functionality of the TDAPA framework.

In addition, as discussed above, the Company previously applied for

and received conditional NTAP from CMS for inpatient reimbursement of DefenCath for the FY 2024 IPPS.

As a result of the Company having

established a WAC price for commercialization, the NTAP reimbursement payment to inpatient facilities may also be adjusted.

NTAP was conditioned

upon the DefenCath NDA obtaining final FDA approval prior to July 1, 2024.

The Company intends to work closely with CMS on obtaining TDAPA

and the TDAPA implementation process.

2024, the Company received net proceeds of approximately $ 1,395,000 from the sale of its remaining unused New Jersey state NOL that was

eligible for sale under the NJEDA Program for the state fiscal year 2023.

The NJEDA Program allowed the Company to sell approximately

$ 1,529,000 of its total $ 1,529,000 in available NOL tax benefits for state fiscal year 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures