v3.26.1
Acquisition of Melinta
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Acquisition of Melinta Acquisition of Melinta:
On August 29, 2025 (the “Closing Date”), the Company completed the acquisition of Melinta for total consideration of $453.7 million (net of cash acquired), including contingent consideration of $95.9 million to which the former Melinta equity holders are eligible to receive pursuant to the terms of the underlying agreements. The merger is accounted for using the acquisition method of accounting for business combinations under FASB Accounting Standard Codification Topic No. 805, Business Combinations (“ASC 805”), with CorMedix representing the accounting acquirer under this guidance. The estimates relating to the allocation of the purchase price are preliminary through the conclusion of the measurement period, which will be no longer than one year from the Closing Date.
The preliminary allocation of the purchase price to acquired assets and liabilities assumed based on their estimated fair values as of Closing Date resulted in goodwill of $30.0 million and intangible assets associated with marketed product values and in-process research and development, the fair value of which was $248.1 million, and $143.0 million, respectively. The in-process research and development relates to the future cash flows associated with the REZZAYO Second Indication if and when approved by the FDA, the fair value of which was determined using probability-weighted, discounted cash flows.
The contingent consideration is comprised of milestone and net sales-based payments. Upon the issuance of the FDA marketing approval of REZZAYO (or any product that contains the active ingredient rezafungin), for the prevention or prophylaxis of invasive fungal infections in adult patients undergoing allogeneic stem cell blood and marrow transplant or the regulatory equivalent (the “REZZAYO Second Indication”) on or prior to June 30, 2029, the Company shall pay, in cash or common shares, par value $0.001 per share, of the Company at the Company’s election, to the former Melinta equity holders the following payments (the “REZZAYO Milestone”):
(i)if the FDA-approved labeling includes candida, $20 million;
(ii)if the FDA-approved labeling includes aspergillus, $2.5 million; and
(iii)if the FDA-approved labeling includes pneumocystis, $2.5 million.
Further, the Company is obligated to pay to the former Melinta equity holders tiered royalties on REZZAYO U.S. net sales and low-single-digit royalties on MINOCIN U.S. net sales (each the “REZZAYO Royalties” and “MINOCIN Royalties”).
The fair value of the contingent payments of $95.9 million included the REZZAYO Milestone and the REZZAYO and MINOCIN Royalties (together, the “Royalties”). The Company estimated the fair value of the REZZAYO Milestone by probability-weighting each outcome and discounting the estimated payment back to the Closing Date. Key assumptions used in the valuation included probability of milestone achievement, the estimated timing of approval, an estimated weighted-average cost of capital, and the estimated timing of the REZZAYO Milestone payment occurring in 2027.
The Company estimated the fair value of the REZZAYO Royalties using a Monte Carlo simulation framework. Specifically, the Company simulated future net sales assuming a Geometric Brownian Motion framework, and these simulated metrics were used to determine the applicable percentage of REZZAYO Royalties. The fair value of the MINOCIN Royalties is linear with no thresholds, caps, tiers, or carry forwards, and was estimated using the Scenario-Based Method. For each method, the Royalties were calculated based on the contractual terms and then discounted from each payment date back to Closing Date. Key assumptions used in the valuation included projected net sales, the estimated duration of the related cash flows, and an estimated weighted-average cost of capital. Royalty payments are expected to occur until the expiration of patent or regulatory exclusivity in the late 2030s.
Fair value measurement of contingent consideration liability
Contingent consideration liabilities are measured at their estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded as Other income in the consolidated statements of operations on a quarterly basis. Changes in these estimates and assumptions could have a significant impact on the amounts recognized.
The following tables summarize the change in fair value, as determined by Level 3 inputs, for the contingent consideration liability using unobservable Level 3 inputs for the six months ended June 30, 2026:
Contingent
Consideration
Balance as of December 31, 2025$102,116 
Payments against contingent consideration(1,348)
Change in fair value of contingent consideration liability10,851 
Balance as of June 30, 2026$111,619 
During the three and six months ended June 30, 2026, a change in fair value of contingent consideration of approximately $6.7 million and $10.9 million, respectively, was recorded primarily due to a lower discount rate and accretion due to the passage of time as of June 30, 2026 compared to December 31, 2025. The lower payment discount rates decreased primarily due to an improved credit rating which reduced assumed credit spreads. The following table summarizes key assumptions and inputs used in the fair value simulation as of the valuation dates:
Valuation DatesJune 30,
2026		December 31,
2025
Risk-free rate over simulated period4.49 %4.30 %
Net sales of REZZAYO product volatility70 %75 %
Net sales REZZAYO product discount rate (continuous)13.20 %13.15 %
Net sales MINOCIN product discount rate (continuous)10.10 %8.75 %
Earnout payment discount rate (continuous)6.16 %7.13 %
REZZAYO Milestone payment discount rate5.64 %6.25 %

Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the combined results of operations of CorMedix and Melinta as if the merger occurred at the beginning of the year ended December 31, 2024. The unaudited pro forma financial information includes impact of certain adjustment related to changes from the purchase of TOPROL-XL product which was previously licensed to Melinta, amortization of intangibles, transaction related cost incurred, stock compensation expenses, interest expense on related borrowings, and related income tax effects. The unaudited pro forma financial information presented does not include any impact of transaction synergies. The unaudited pro forma financial
information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on the date indicated or of results that may occur in the future.

For the Three Months Ended
June 30,		For the Six Months Ended
June 30,
20252025
Total Revenue$73,042 $141,881 
Net Income$14,389 $27,304 
Net Income Per Common Share – Basic$0.21 $0.41 
Net Income Per Common Share – Diluted$0.19 $0.37 
The unaudited pro forma financial information presented above includes the following adjustments:
Three Months Ended June 30, 2025:
•Elimination of $0.7 million of licensing fees and profit sharing costs associated with the TOPROL-XL brand
•Elimination of historical stock compensation expense of $0.2 million
•Inclusion of intangible asset amortization of $9.7 million
•Net impact of new convertible notes payable of $0.1 million
•$2.6 million tax benefit on proforma adjustments
Six Months Ended June 30, 2025:
•Elimination of $1.3 million of licensing fees and profit sharing costs associated with the TOPROL-XL brand
•Elimination of historical stock compensation expense of $0.3 million
•Inclusion of intangible asset amortization of $19.4 million
•Net impact of new convertible notes payable of $0.2 million
•$5.2 million tax benefit on proforma adjustments