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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On August 29, 2025 (the “Closing Date”), CorMedix Inc., a Delaware corporation (the “Company,” “CorMedix,” “we,” “our” and “us”) completed its previously announced merger with Melinta Therapeutics, LLC, a Delaware limited liability company (“Melinta”). Pursuant to that certain Agreement and Plan of Merger, dated August 7, 2025 (the “Merger Agreement”), by and between the Company, Melinta, Coriander BidCo LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Deerfield Private Design Fund IV, L.P., a Delaware limited partnership, solely in its capacity as representative, agent and attorney-in-fact of the Melinta equityholders (the “Members’ Representative”), Merger Sub merged with and into Melinta, with Melinta surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).

In connection with the Merger, on August 12, 2025, the Company completed an offering of $150,000,000 aggregate principal amount of its convertible senior notes due 2030 (the “Notes”) in a private placement, exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Further information about the Notes (including the terms thereof) is contained in the Company’s Current Report on Form 8-K, dated August 7, 2025, which is incorporated herein by reference. In connection with the closing, the Company entered into an indenture, dated August 12, 2025, with U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), governing the Notes. The initial conversion rate for the Notes was set at the time of closing and is equal to 74.2515 shares of Common Stock per $1,000 principal amount of Notes.

The following unaudited pro forma condensed combined financial statements are based on the Company’s and Melinta’s audited historical consolidated financial statements, and unaudited interim condensed historical consolidated financial statements. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 gives effect to the Merger and the issuance of the Notes (together, the “Transactions”) as of that date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and the six months ended June 30, 2025 give effect to the Transactions as if they occurred at the beginning of such period. The unaudited pro forma condensed combined financial statements have been adjusted to illustrate the estimated effects of the following:

The unaudited pro forma condensed combined financial statements should be read together with the Company’s audited historical financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 25, 2025, the Company’s Quarterly Report on Form 10-Q for quarter ended June 30, 2025, which was filed with the SEC on August 7, 2025, Melinta’s audited historical financial statements for fiscal year ended December 31, 2024, and unaudited historical financial statements for six months ended June 30, 2025 and the related notes included in .3 to the Current Report.

The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial position that the Company would have reported had the transaction closed on the dates indicated and should not be taken as representative of our future consolidated results of operations or financial position.

The pro forma adjustments related to the Melinta merger are described in the notes to the unaudited pro forma condensed combined financial information and principally include adjustments to record the effect of amortization and interest associated with the Transactions.

The adjustments to fair value and the other estimates reflected in the accompanying unaudited pro forma condensed combined financial statements may be materially different from those reflected in the Company’s consolidated financial statements subsequent to the closing of the transaction. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or results of operations. 

These unaudited pro forma condensed combined financial statements also do not include any integration costs the Company may incur related to the Merger of the transferred assets.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

Note 1 – Description of the Merger and Debt Financing

On August 29, 2025, the Company completed its previously announced merger with Melinta Therapeutics, LLC. Pursuant to that certain Agreement and Plan of Merger, dated August 7, 2025 (the “Merger Agreement”), by and between the Company, Melinta, Coriander BidCo LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Deerfield Private Design Fund IV, L.P., a Delaware limited partnership, solely in its capacity as representative, agent and attorney-in-fact of the Melinta equityholders (the “Members’ Representative” “Seller”), Merger Sub merged with and into Melinta, with Melinta surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).

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On August 12, 2025, the Company completed an offering of $150,000,000 aggregate principal amount of its convertible senior notes due 2030 (the “Notes”) in a private placement. The initial conversion rate for the Notes was set at the time of closing and is equal to 74.2515 shares of Common Stock per $1,000 principal amount of Notes. The Company used the proceeds of the Notes, net of related fees and expenses, along with cash on hand to finance the Merger.

Note 2 – Basis of Presentation

The unaudited pro forma condensed combined financial statements are based on the Company’s and Melinta’s audited historical consolidated financial statements and unaudited interim condensed historical consolidated financial statements as adjusted to give effect to the Merger and the issuance of the Notes (together, the “Transactions”). The unaudited pro forma condensed combined balance sheet as of June 30, 2025, gives effect to the Transactions as of that date. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and the year ended December 31, 2024, give effect to the Transactions as if they occurred on the beginning of such period.

The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) 805 Business Combinations (“ASC 805”), with CorMedix as acquirer and Melinta as acquiree. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined statement of financial position, the purchase consideration has been allocated to the assets acquired and liabilities assumed of Melinta based upon management’s preliminary estimate of their fair values as of August 29, 2025. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed will be recorded as goodwill. The purchase price allocation and amortization adjustments reflected in these unaudited pro forma condensed combined financial statements are preliminary and subject to revision based on a final determination of fair value.

Assets acquired and liabilities assumed in a business combination that arise from contingencies must be recognized at fair value, if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria is not met, no asset or liability would be recognized.

Note 3 – Summary of Significant Accounting Policies

The unaudited pro forma condensed combined financial statements have been prepared in a manner consistent with the accounting policies adopted by the Company. During preparation of the unaudited pro forma condensed combined financial statements, management has performed a preliminary analysis and is not aware of any material differences in Melinta’s accounting policies, and accordingly, the unaudited pro forma condensed combined financial statements assume no material differences in accounting policies between the two companies other than the pro forma reclassifications detailed in Note 4. The accounting policies followed for financial reporting on a pro forma basis are the same as those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Note 4 - Reclassification of Melinta’s Historical Financial Information

Certain reclassifications have been made to Melinta’s historical financial statements to conform to CorMedix’s presentation, as follows:

Reclassifications included in the unaudited pro forma condensed combined balance sheet are as follows:

Reclassifications included in the unaudited pro forma condensed combined statement of operations are as follows:

Note 5 – Preliminary Purchase Price Allocation and Pro Forma Transaction Accounting Adjustments

The estimated pro forma adjustments as a result of recording assets acquired and liabilities assumed at their respective fair values in accordance with ASC 805 discussed below are preliminary. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final valuation of Melinta’s tangible and intangible assets acquired and liabilities assumed. Specifically, the disaggregation of finite intangibles assets and any fair value adjustment necessary to recognize inventory in addition to prepaid inventory of $16,872 thousand and $4,299 thousand included in other assets and other prepaid expenses and other current assets, respectively, at fair value are in process and will be finalized in connection with the Company’s Quarterly Report on Form 10-Q for quarter ended September 30, 2025. The final valuation of assets acquired and liabilities assumed may be materially different than the value of assets acquired and liabilities assumed in the estimated pro forma adjustments. The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:

Consideration estimated to be transferred:

Cash consideration - The Company paid Melinta equityholders (including the Company, Melinta, Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P. (the “Consenting Melinta Members”) an aggregate of $331,613 thousand consisting of $96,849 thousand as payment for estimated indebtedness (described below) with the remaining amount to $234,764 thousand in cash consideration for the Merger (subject to adjustment for the Aggregate Exercise Price, Estimated Company Cash, Estimated Company Debt, Estimated Working Capital as compared to the Working Capital Target, and Estimated Transaction Expenses (each as defined in the Merger Agreement)). In addition, in connection with the Merger, the Company paid $23,219 thousand for the purchase of the Toprol XL product, which had been previously licensed by Melinta from Sequel.

Estimated indebtedness amount paid – The Company paid $86,375 thousand in relation to the pay off and termination of the Melinta’s Notes Payable and $10,474 thousand related to Seller transaction expenses. The difference between the Notes Payable pay off and the balance as of June 30, 2025 is due to additional accrued interest, a termination fee as well as the writeoff of the remaining debt discount. As of June 30, 2025, Melinta had recognized $1,206 thousand of merger related charges which were recorded as an Accrued Expenses on its Combined Balance Sheet. The remaining consideration related to Melinta’s non-recurring transaction costs of $9,268 thousand subsequent to June 30, 2025 are not reflected in the pro forma income statement because they are not incurred by nor affect CorMedix's results of operations.

Fair value of CorMedix common shares - To the Consenting Melinta Members an aggregate of $40,000 thousand worth of common shares, par value $0.001 per share, of the Company (the “Merger Shares”).

Fair value of Contingent payments - Consenting Melinta Members are eligible to receive certain contingent payments pursuant to the terms of the Merger Agreement, the Contingent Payment Agreement. management’s preliminary estimate of their fair values of this contingent payment to be $17,605 thousand for milestone payments and $62,763 thousand for net sales-based payments for a total fair value of $80,368 thousand. The Contingent Payment Agreement provides for milestone and net sales-based payments. Upon the issuance of the U.S. Food and Drug Administration (“FDA”) marketing approval of (a) the product known as REZZAYO^TM (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 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 (“Common Stock”) at the Company’s election, to the Contingent Payment Holders (as defined in the Contingent Payment Agreement) and certain Company Option holders the following payments:

Further, the Contingent Payment Agreement provides that the Company will pay to the Contingent Payment Holders tiered royalties of 10% to 15% on REZZAYO^TM (rezafungin) U.S. net sales and 2.5% royalties on MINOCIN® (minocycline) U.S. net sales for 7 to 13 years from the Closing Date. The REZZAYO net sales payments is estimated using a Monte Carlo simulation framework. Specifically, future Net Sales is simulated assuming a Geometric Brownian Motion framework. The simulated metrics were used to determine the applicable percentage of net sales payments. The MINOCIN net sales payment amount is linear with no thresholds, caps, tiers, or carry forwards, and is estimated using the Scenario Based Method. For each method the net sales payments were calculated based on the contractual terms, and then discounted from each payment date back to Closing Date.

Pro forma adjustments to cash:

The pro forma adjustment to cash consisted of the following, as described above and as noted below:

Recognized amounts of identifiable assets acquired and liabilities assumed:

Book value of net assets acquired – Represents the net book value of assets acquired from Melinta, which includes the termination Melinta’s Notes Payable balance, elimination Melinta’s accrued merger cost part of the consideration transferred, and closing cash compensation payments by Melinta.

Adjustments to net book value of assets acquired and liabilities assumed:

Identifiable intangible assets at fair value and In-process research and development – The intangible assets identified were marketed product value, in-process research and development. Preliminary fair values for these intangible assets were determined based on a benchmarking analysis. The fair value of marketed product value, in-process research and development acquired were valued at $229,500 thousand and $112,800 thousand, respectively. The marketed product value will be amortized on a straight-line basis over their estimated useful lives of 10 years. Historical intangible Melinta balances of $24,028 thousand have been removed.

Goodwill - Represents $49,582 thousand excess of the purchase price over Melinta's preliminary estimates of the fair value assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. Historical goodwill Melinta balance of $23,784 thousand has been removed.

Deferred tax liability - deferred tax liability of $5,004 thousand was recognized, using a blended statutory rate of 28.1%, for the tax impact of the intangible assets acquired. There was no tax benefit recognized related to the pro forma adjustments due to the valuation allowance recognized as a result of the Company’s net operating losses.