お知らせ • 23h
Cormedix Inc. Receives Preliminary Court Approval for Stockholder Derivative Litigation Settlement
CorMedix Inc. reported that on July 24, 2026, the U.S. District Court for the District of New Jersey issued an order granting preliminary approval of the proposed settlement of the consolidated derivative lawsuit captioned In re CorMedix Inc. Derivative Litigation, Case No. 2:21-cv-18493-JXN-LDW (D.N.J) and a related shareholder derivative action captioned Raval v.Baluch, C.A. UNN-l-3721 (N.J. Super. Ct. Law. Div.). A final settlement hearing to consider the proposed settlement is currently scheduled for September 23, 2026 before the District Court. As required by the District Court's order, a copy of the Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions and the Stipulation and Agreement of Settlement (and exhibits thereto) are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. Notice is hereby provided to you of the proposed settlement (the Settlement) of the above-referenced stockholder derivative lawsuit as well as a related shareholder derivative action captioned Raval v. Baluch, C.A. UNN-L-3721 (N.J. Super. Ct. Law. Div.) (the Raval Action and, together with the Federal Action, the Actions). Plaintiffs in the Actions, Melissa Voter, Isaac Desalvo, Rose Scullion, and Amit Raval (Plaintiffs) defendants Khoso Baluch, Janet D. Dillione, Alan W. Dunton, Myron Kaplan, Steven Lefkowitz, Paulo F. Costa, Greg Duncan, Matthew David, Robert Cook, Joseph Todisco, Phoebe Mounts, and John L. Armstrong (the Individual Defendants) and nominal defendant CorMedix (together with the Individual Defendants, the Defendants) (Plaintiffs and Defendants are collectively referred to as the Parties) have agreed upon terms to settle the Actions and, through counsel, have signed a written Stipulation and Agreement of Settlement (Stipulation) memorializing those settlement terms. The Actions arise from allegations that the Individual Defendants breached their fiduciary duties as officers and directors of CorMedix during the Relevant Period by making false and or misleading statements and or failing to disclose alleged manufacturing deficiencies that ultimately resulted in delayed approval of the DefenCath New Drug Application (NDA) which was first made public in March 2021, when CorMedix received a Complete Response Letter from the FDA. The Actions also allege that as a result of these disclosures and the subsequent decline in CorMedix's share price, a securities fraud class action was filed against the Company and certain of its officers captioned, In re CorMedix Secs. Litig., Case No. 2 21-cv-14020 (D.N.J.) (Securities Class Action). As a result of the foregoing, the Actions allege that the Company suffered significant harm. The Parties participated in a full day, in person mediation (the Mediation) with an experienced neutral mediator, Michelle Yoshida, Esq. of Phillips ADR (the Mediator), on November 18, 2025. On or around September 18, 2025, Plaintiffs' Counsel sent a settlement proposal to Defendants in advance of the Mediation. During the Mediation, and for several weeks following the Mediation, and with the assistance and oversight of the Mediator, the Parties exchanged and negotiated a number of settlement proposals and counter proposals. The Parties ultimately reached an agreement to resolve the Actions in exchange for the implementation and or maintenance of corporate governance reforms (the Reforms). The agreed-upon Settlement terms were memorialized by the Parties' execution of a Term Sheet on December 20, 2025. Only after the execution of the Term Sheet did the Parties then begin negotiating through the Mediator an amount of attorneys' fees and expenses for Plaintiffs' Counsel. Nevertheless, the Parties have not yet reached an agreement regarding the appropriate amount of attorneys' fees and expenses. Should Plaintiffs file an application for a fee and expense award, Defendants reserve the right to oppose. The proposed Settlement, as set forth more fully in the Stipulation, requires the Company to adopt, implement, and or maintain the Reforms that are outlined in Exhibit A to the Stipulation. The Reforms shall be maintained for a minimum period of three and a half (3.5) years as outlined in the Stipulation. The members of CorMedix's Board, including each of the independent, nondefendant members of the Board, advised by counsel and acting in exercise of their business judgment, has determined that the Actions were a material contributing factor in causing the Company to agree to implement the Reforms provided by the Settlement and that the Reforms will confer substantial benefits to CorMedix. Plaintiffs' Counsel intend to petition the Court for an award of attorneys' fees and litigation expenses not to exceed $3,900,000.00. On September 23, 2026, at 10 00 a.m., at the Martin Luther King Building & U.S. Courthouse, 50 Walnut Street, Newark, NJ 07101, Courtroom 5D the Honorable Julien Xavier Neals, U.S.D.J. will hold a hearing (the Settlement Hearing) in the Federal Action.