Acquisition of Melinta (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of Total Consideration for the Acquisition

The following tables summarizes the total consideration for the acquisition of Melinta under the Merger Agreement, net of cash, cash equivalents and restricted cash acquired of $44.9 million

Cash Consideration paid to Melinta equity holders	$	285,292
Cash Consideration paid to acquire Toprol XL		23,219
Fair value of common shares of CorMedix		49,292
Fair value of contingent payments		95,865
Total consideration transferred	$	453,668

Schedule of Allocation of the Purchase Price to Acquired Assets and Liabilities Assumed Based on Their Estimated Fair Values

The preliminary allocation of the purchase price to acquired assets and liabilities assumed based on their estimated fair values as of Closing Date is reflected in the table below. Goodwill represents the expected synergies resulting from acquiring the remaining interests in the acquirees that do not qualify for separate recognition as intangible assets.

Acquired assets and (liabilities) assumed
Assets
Cash, cash equivalents and restricted cash	$	44,881
Accounts Receivable		28,907
Inventory		18,639
Prepaid expenses and current assets		11,146
Property and equipment, net		2,403
Intangible assets		391,100
Other long-term assets		16,901
Liability
Accounts payable		(2,835	)
Accrued expenses		(29,011	)
Other current liabilities		(1,246	)
Deferred tax liability		(9,521	)
Other long term liabilities		(2,817	)
Net assets acquired		468,547
Purchase price consideration		498,549
Goodwill	$	30,002

Schedule of Contingent Consideration Liability using Unobservable Level 3 Inputs

The following table summarizes the change in fair value, as determined by Level 3 inputs, for the contingent consideration liability using unobservable Level 3 inputs for the year ended December 31, 2025:

	Contingent Consideration
Balance as of August 29, 2025	$	95,865
Payments against contingent consideration		(250	)
Change in fair value of contingent consideration liability		6,501
Balance as of December 31, 2025	$	102,116

Schedule of Key Assumptions and Inputs in the Fair Value

The following table summarizes key assumptions and inputs used in the fair value simulation as of the valuation dates:

Valuation Dates	December 31, 2025			August 29, 2025
Risk-free rate over simulated period		4.30	%		4.41	%
Net sales of REZZAYO product volatility		75.00	%		75.00	%
Net sales REZZAYO product discount rate (continuous)		13.15	%		13.20	%
Net sales Minocin product discount rate (continuous)		8.75	%		8.65	%
Earnout payment discount rate (continuous)		7.13	%		7.32	%
REZZAYO Milestone payment discount rate		6.25	%		6.55	%

Schedule of Unaudited Pro Forma Financial Information

	2025		2024
Total Revenue	$	401,321	$	163,442
Net Income	$	138,616	$	(55,253	)
Net Income Per Common Share – Basic	$	1.91	$	(0.94	)
Net Income Per Common Share – Diluted	$	1.75	$	(0.94	)

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

CorMedix Inc. 10-K