CTSO CytoSorbents Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): October 1, 2024

 

CYTOSORBENTS CORPORATION

(Exact name of registrant as specified in its charter) 

 

Delaware		001-36792		98-0373793
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

305 College Road East Princeton, New Jersey	08540
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (732) 329-8885

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	CTSO	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

¨

 

 

 

Item 8.01

Other Events

 

CytoSorbents Corporation (the “Company”) has authorized the offer and sale of the Company’s common stock, $0.001 par value per share (the “Common Stock”), in an “at the market” equity offering under a Registration Statement on Form S-3 (No. 333-281062) filed with the Commission on July 26, 2024, as amended by an amendment filed on September 26, 2024, which was declared effective by the U.S. Securities Exchange Commission on September 30, 2024, pursuant to the terms of the Open Market Sale Agreement^SM, dated December 30, 2021, by and between the Company and Jefferies LLC, with a maximum aggregate offering amount of up to $20,000,000 of Common Stock (the “Offered Shares”).

 

Morgan, Lewis & Bockius LLP, counsel to the Company, has issued a legal opinion relating to the legality of the issuance and the sale of the Offered Shares. A copy of such legal opinion is attached as Exhibit 5.1 hereto.

 

Item 9.01

Exhibits

 

(d) Exhibits

 

Exhibit No.	Description
5.1	Opinion of Morgan, Lewis & Bockius LLP
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 1, 2024	CYTOSORBENTS CORPORATION
	By:	/s/ Dr. Phillip P. Chan
	Name:	Dr. Phillip P. Chan
	Title:	Chief Executive Officer

 

Exhibit 5.1

 

 

October 1, 2024

 

CytoSorbents Corporation

305 College Road East

Princeton, New Jersey

 

Re:	CytoSorbents Corporation Registration Statement on Form S-3 (333-281062)

 

Ladies and Gentlemen:

 

We have acted as counsel to CytoSorbents Corporation, a Delaware corporation (the “Company”), in connection with the filing of a prospectus supplement, dated October 1, 2024 (the “Prospectus”), by the Company with the Securities and Exchange Commission (the “Commission”) on October 1, 2024 pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale by the Company of up to $20,000,000 aggregate offering price of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), in an “at the market offering” as defined in Rule 415(a)(4) of the Act in accordance with the Open Market Sale Agreement^SM, dated December 30, 2021, by and between the Company and Jefferies LLC (the “Sale Agreement”), pursuant to the referenced Registration Statement on Form S-3 (No. 333-281062) (the “Registration Statement”) filed with the Commission on July 26, 2024, as amended by an amendment filed on September 26, 2024, which was declared effective by the Commission on September 30, 2024.

 

As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have relied, with your permission, entirely upon written actions by the board of directors of the Company (the “Board of Directors”) and certificates of certain officers of the Company and have assumed, without independent inquiry, the accuracy of those certificates and written actions by the Board of Directors.

 

As counsel to the Company, in rendering the opinions hereinafter expressed, we have examined and relied upon originals or copies of such corporate records, agreements, documents and instruments as we have deemed necessary or advisable for purposes of this opinion, including (i) the certificate of incorporation and bylaws of the Company, each as currently in effect, (ii) the Registration Statement and the exhibits thereto filed with the Commission, (iii) the Prospectus, (iv) the Sale Agreement, and (v) the written actions of the Board of Directors referenced above.

 

This opinion is limited solely to the Delaware General Corporation Law without regard to choice of law, to the extent that the same may apply to or govern the transactions contemplated by the Registration Statement. We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming effective or occurring, after the date hereof on the matters addressed in this opinion.

 

	Morgan, Lewis & Bockius llp
	502 Carnegie Center
	Princeton, NJ 08540-6241	+1.609.919.6600
	United States	+1.609.919.6701
	A Pennsylvania Limited Liability Partnership | Terry D. Johnson, Partner-in-Charge

 

 

CytoSorbents Corporation

October 1, 2024

Page 2

 

Based on such examination and subject to the foregoing, we are of the opinion that the Shares, when issued by the Company and delivered by the Company against payment therefore as contemplated by the Sale Agreement and an Issuance Notice (as defined in the Sale Agreement) will be validly issued, fully paid and non-assessable, assuming that (i) the Board of Directors or an authorized committee thereof will have specifically authorized the issuance of such Shares in exchange for consideration that the Board of Directors or such committee determines as adequate and in excess of the par value of such Shares (“Common Stock Authorizing Resolutions”), and (ii) the Company has received the consideration provided for in the applicable Common Stock Authorizing Resolutions.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to a Current Report on Form 8-K to be filed with the Commission (and its incorporation by reference into the Registration Statement) in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act and to the reference to this firm therein and under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder. In rendering this opinion, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to any other matter or matters. This opinion is intended solely for use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose.

 

Very truly yours,  

 

/s/ Morgan, Lewis & Bockius LLP  

 

Morgan, Lewis & Bockius LLP 

 

	Morgan, Lewis & Bockius llp
	502 Carnegie Center
	Princeton, NJ 08540-6241	+1.609.919.6600
	United States	+1.609.919.6701
	A Pennsylvania Limited Liability Partnership | Terry D. Johnson, Partner-in-Charge

 

 

v3.24.3

Cover	Oct. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity File Number	001-36792
Entity Registrant Name	CYTOSORBENTS CORPORATION
Entity Central Index Key	0001175151
Entity Tax Identification Number	98-0373793
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	305 College Road East
Entity Address, City or Town	Princeton
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08540
City Area Code	732
Local Phone Number	329-8885
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	CTSO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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