CorMedix (CRMD) Proxy filing summary

Executive summary

• Agreement signed Nov. 8, 2026, for an asset sale of substantially all Heron assets, including CINVANTI, SUSTOL, ZYNRELEF, APONVIE and related development-license products; closing expected in Q1 2027.

• Consideration: $145M cash, subject to adjustments, plus 14,583,333 shares; potential 5% royalties on qualifying net sales above $25M in 2027–2029 and up to $55M in ZYNRELEF earn-outs tied to 2028 sales.

• Management forecasts immediate earnings and free-cash-flow accretion, $45M–$60M in annualized operating cost synergies by year-end 2027, and estimated combined 2026 revenue of $465M–$490M.

Voting matters and shareholder proposals

• Heron stockholders must approve the transaction by a majority of outstanding shares entitled to vote; the board unanimously approved the deal and recommended approval.

• Holders representing approximately 22% of Heron shares agreed to vote for the transaction and against competing proposals; CorMedix stockholder approval is not required.

• Heron plans to file a preliminary proxy statement within 45 calendar days after signing and solicit approval at a stockholder meeting; the meeting follows SEC review and mailing of the definitive proxy.

Board of directors and corporate governance

• Heron may designate one independent, board-acceptable director while it owns at least 10% of outstanding shares; the right ends when ownership falls below the threshold or under specified termination events, and the agreement terminates no later than the third anniversary of closing.

• While Heron holds at least 5%, it generally must vote for board nominees and follow board recommendations; at 1% ownership it must maintain quorum presence, with exceptions for proxy-adviser recommendations and specified adverse proposals.

• Rubric agreed to board-recommended voting and standstill provisions, including a 19.9% ownership cap; related voting obligations apply through Dec. 31, 2027 and thereafter at specified ownership thresholds.