UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A INFORMATION

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Filed by a Party other than the Registrant		☐

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☒		Preliminary Proxy Statement
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☐		Soliciting Material Pursuant to § 240.14a-12

CorMedix Inc.
(Name of Registrant as Specified In Its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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CEO LETTER TO STOCKHOLDERS

CorMedix, Inc.
Chairman and CEO Letter to Shareholders

Dear CorMedix Shareholder,

2025 was truly a transformational year for CorMedix. We are very pleased with our operational performance and execution in the commercialization of DefenCath, as well as the announcement and closing of our acquisition of Melinta Therapeutics LLC (“Melinta”), which has better positioned us for long-term sustainable growth.

Following the August 2025 acquisition of Melinta, we are now commercializing a diversified portfolio of specialty pharmaceuticals utilized predominantly in institutional settings of care, including MINOCIN® (minocycline) for Injection, REZZAYO® (rezafungin for injection), VABOMERE® (meropenem and vaborbactam), ORABACTIV™ (oritavancin), BAXDELA® (delafloxacin), and KIMYRSA® (oritavancin), as well as TOPROL-XL® (metoprolol succinate). This acquisition provided us with a base portfolio of durable specialty injectable products, as well as a potential future growth driver with the pipeline asset REZZAYO, which is in development for an expanded indication in the prophylaxis of invasive fungal infections. In addition, we significantly expanded our commercial footprint and reinforced our commitment to addressing critical unmet needs in the healthcare space.

Additional Highlights and Achievements in 2025

• CorMedix achieved a total revenue of $311.7 million for fiscal year 2025, including:

• $258.8 million in net sales of DefenCath, and

• $52.9 million in net revenue from the partial year contribution of the legacy Melinta portfolio.

• Net income was $163.0 million, or $2.04 per diluted share, compared with a net loss of $17.9 million in 2024.

As we enter 2026, we anticipate a transitional year with the expiration of TDAPA reimbursement for DefenCath and the CMS implementation of the post-TDAPA Add-On phase of reimbursement for the product. This transition underscores the importance and rationale for the Melinta acquisition in 2025, as well as our focus on operational execution in 2026 to drive sales and profit growth while preserving financial flexibility for new strategic business development opportunities.

In connection with matters to be considered at the Annual Meeting we recommend that stockholders vote in favor of all proposals. We are highlighting the following proposals in particular because they may benefit from additional context and are intended to align our governance practices with similarly situated companies, while reducing unnecessary costs and administrative burden. Importantly, these proposals are designed to enhance governance efficiency and reduce the diversion of management’s attention and the expenses associated with soliciting unnecessary stockholder votes:

• Proposal 4 — Ratification of the COD Amendments Proposal: This proposal would ratify prior amendments that we have made to the certificates of designation governing our Series E Preferred Stock and Series C-3 Preferred Stock. While our Board, after consulting with counsel, believes these amendments were validly authorized, we want to eliminate any uncertainty that may exist. By approving this proposal, you will be ratifying these historical amendments back to their original filing dates, which ensures their continued effectiveness and avoids potential future challenges that could distract our management team and cost time and money to resolve. Certain of the amendments were executed in order to remove preferred stockholder consent obligations with respect to restrictive covenants under the Series E Preferred Stock and Series C-3 Preferred Stock Certificates of Designation that restricted our ability to grow the business.

• Proposal 5 — Amended and Restated Charter: This proposal would change to the Amended and Restated Certificate of Incorporation (the “Charter”) include immaterial, technical changes to streamline, eliminate or update certain provisions.

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• Proposal 6 — Class Voting Proposal: This proposal does not allow any changes to be made to the rights of common stockholders as set forth in the Company’s Charter without the approval of common stockholders. This proposal would also allow the holders of our preferred stock to be the sole stockholders required to vote on amendments to the certificates of designation or our Charter that only relate to the preferred stock. If a proposed amendment does not change the terms of the common stock, only the holders of the relevant series of preferred stock would be entitled to vote on the proposed amendment. If we were required to obtain the support of all of the holders of our common stock for each proposed amendment to the terms of the preferred stock, we may be required to incur substantial expense to prepare a proxy statement, solicit support of the holders of our common stock and hold a special meeting of stockholders. As with Proposal 4, which asks stockholders to ratify the Certificates of Designation, this proposal is intended to provide management with the flexibility to modify the terms of the Series E Preferred Stock and Series C-3 Preferred Stock, in situations that could limit our ability to grow the business, without requiring common stockholder approval.

• Proposal 7 — Exclusive Forum Proposal: This proposal would specify that the Court of Chancery of the State of Delaware or the federal district court for the District of Delaware, as applicable, to be exclusive forum for certain enumerated actions and specifies the federal district courts of the United States of America to be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

• Proposal 8 — Updating Officer Liability Provisions as Permitted by Delaware Law Proposal: This proposal would not eliminate accountability for misconduct — officers would remain liable for breaches of the duty of loyalty, acts not in good faith, intentional misconduct, knowing violations of law, or actions from which they derive an improper personal benefit. This proposal would update the Charter to limit the personal liability of certain of our officers related to limited claims that may be brought against them in their capacity as officers of the Company. Delaware recently updated its laws to permit such limitations of personal liability if provided for in our organizational documents. Similar to the actions taken by many of our peers, our Board believes that this change will help us recruit and retain the most qualified officers and is in the best interests of our company.

I would like to thank our stockholders for their continued support and our employees for their hard work and dedication to improving the health of patients.

Sincerely,


Joseph Todisco
Chairman and Chief Executive Officer
CorMedix, Inc.

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CORMEDIX INC.
389 Interpace Parkway, Suite 450
Parsippany, New Jersey 07054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 23, 2026

TO THE STOCKHOLDERS OF CORMEDIX INC.

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of CorMedix Inc. (the “Company”) will be held on June 23, 2026, at 9:00 a.m. Eastern Time. The Annual Meeting will be a virtual-only meeting conducted via live webcast, with no physical in-person meeting. You will be able to attend and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/CRMD2026. The Annual Meeting is being held for the following purposes which the Board has determined is in the best interests of the Company:

1. Election of seven (7) directors, each to serve until the 2027 Annual Meeting of Stockholders and until their successor is duly elected and qualified or until their earlier resignation, removal or death (the “Director Election Proposal”);

2. Approval on a non-binding advisory basis the compensation of our named executive officers for 2025 (the “Say-on-Pay Proposal”);

3. Ratification of the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”);

4. Approval of the ratification of the Certificate of Designation Amendments (as defined herein) (the “COD Amendments Proposal”);

5. Approval of amendments to our Charter to make technical changes (the “Amended Charter Proposal”);

6. Approval of an amendment to our Charter to update the approval process for amendments relating solely to the terms of one or more series of preferred stock by permitting such amendments to be approved by the holders of the applicable series, without a separate vote of common stockholders, to the extent permitted by Delaware law and provided that no changes are made to the terms of common stock (the “Class Voting Proposal”);

7. Approval of an amendment to our Charter to designate the exclusive forums in which certain claims relating to the Company may be brought (the “Exclusive Forum Proposal”);

8. Approval of an amendment to our Charter to limit certain officers’ personal liability for monetary damages for breaches of the duty of care, as permitted by Delaware law (the “Updating Officer Liability Provisions as Permitted by Delaware Law Proposal”); and

9. Approval of the adjournment of the 2026 Annual Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are insufficient votes to approve the Ratification of the COD Amendments Proposal, the Amended Charter Proposal, the Class Voting Proposal, the Exclusive Forum Proposal or the Updating Officer Liability Provisions as Permitted by Delaware Law Proposal (the “Adjournment Proposal”).

These matters are more fully described in the proxy statement accompanying this notice.

The Board of Directors has fixed the close of business on April 24, 2026 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or at any adjournment, postponement or continuation thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the Annual Meeting for at least ten days prior to June 23, 2026. Additionally, the Ratification of the COD Amendments Proposal is being submitted to stockholders pursuant to Section 204 of the Delaware General Corporation Law.

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This year, the meeting will take place virtually at www.virtualshareholdermeeting.com/CRMD2026. However, to assure your representation at the meeting, you are urged to vote by proxy by following the instructions contained in the accompanying proxy statement. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Annual Meeting. Any stockholder attending the Annual Meeting may vote during the meeting even if he or she has returned a proxy. Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we hope that you will vote as soon as possible.

We are pleased to take advantage of the Securities and Exchange Commission, or SEC, rules that allow us to furnish proxy materials, including this notice, and the proxy statement (including an electronic proxy card for the meeting) for the Annual Meeting via the Internet. Taking advantage of these rules allows us to lower the cost of delivering Annual Meeting materials to our stockholders and reduce the environmental impact of printing and mailing these materials.

Parsippany, New Jersey
Dated: [ ], 2026
By Order of the Board of Directors,

Beth Zelnick Kaufman
Corporate Secretary

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be Held on June 23, 2026: CorMedix Inc.’s Proxy Statement, Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Proxy Card are also available free of charge at www.proxyvote.com.

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TABLE OF CONTENTS

		Page
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS		1
WEBSITES		1
PROXY STATEMENT SUMMARY		2
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		5
PROXY STATEMENT		11
PROPOSAL NO. 1 — APPROVAL OF THE DIRECTOR ELECTION PROPOSAL		15
PROPOSAL NO. 2 — APPROVAL OF THE SAY-ON-PAY PROPOSAL		18
PROPOSAL NO. 3 — APPROVAL OF THE AUDITOR RATIFICATION PROPOSAL		19
PROPOSAL NO. 4 — APPROVAL OF THE RATIFICATION OF THE COD AMENDMENTS PROPOSAL		21
Stockholder Approval of Charter Amendments		24
PROPOSAL NO. 5 — APPROVAL OF THE AMENDED CHARTER		25
PROPOSAL NO. 6 — APPROVAL OF THE CLASS VOTING PROPOSAL		27
PROPOSAL NO. 7 — APPROVAL OF THE EXCLUSIVE FORUM PROPOSAL		29
PROPOSAL NO. 8 — APPROVAL OF THE UPDATING OFFICER LIABILITY PROVISIONS AS PERMITTED BY DELAWARE LAW PROPOSAL		30
PROPOSAL NO. 9 — APPROVAL OF THE ADJOURNMENT PROPOSAL		32
CORPORATE GOVERNANCE		33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		38
DIRECTOR COMPENSATION		40
EXECUTIVE COMPENSATION		41
AUDITOR AND AUDIT COMMITTEE MATTERS		50
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		51
OTHER MATTERS		52
STOCKHOLDER COMMUNICATIONS		52
DEADLINE FOR STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING		52
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS		53
ANNUAL REPORT ON FORM 10-K		53
INSTRUCTIONS TO CORMEDIX INC. 2026 VIRTUAL ANNUAL MEETING		53
APPENDIX A		A-1
APPENDIX B		B-1
APPENDIX C		C-1

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement for the Company’s 2026 Annual Meeting of Stockholders, including the documents that we incorporate by reference, contain “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this proxy statement that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements. Such statements are based on management’s expectations as of the date of this proxy statement and involve many risks and uncertainties that could cause our actual results, events or circumstances to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, but are not limited to, those described in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other filings made from time to time with the Securities and Exchange Commission (the “SEC”).

You should not rely upon forward-looking statements as predictions of future events. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider all of the information in this proxy statement. We undertake no obligation to update any forward-looking statements made in this proxy statement to reflect events or circumstances after the date of this filing or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. We advise you to consult any further disclosures we make on related subjects in our future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file with or furnish to the SEC.

WEBSITES

Website addresses referenced in this proxy statement are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this proxy statement.

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in making voting decisions. You should read the entire proxy statement carefully before voting. References to the “Company,” “CorMedix,” “we,” “us,” or “our” in this proxy statement refer to CorMedix Inc.

2026 Annual Meeting Proposals

	Proposal	Board Vote Recommendation	Page Reference
Proposal 1:	Approval of the Director Election Proposal.	FOR each of the director nominees set forth in this Proxy Statement.	15
Proposal 2:	Approval of the Say-on-Pay Proposal.	FOR	18
Proposal 3:	Approval of the Auditor Ratification Proposal.	FOR	19
Proposal 4:	Approval of the COD Amendments Proposal.	FOR	21
Proposal 5:	Approval of the Amended Charter Proposal.	FOR	25
Proposal 6:	Approval of the Class Voting Proposal.	FOR	27
Proposal 7:	Approval of the Exclusive Forum Proposal.	FOR	29
Proposal 8:	Approval of the Updating Officer Liability Provisions as Permitted by Delaware Law Proposal.	FOR	30

SEC Form PRE 14A filed by CorMedix Inc.