CytoSorbents Corporation

01/22/2025 | Press release | Distributed by Public on 01/22/2025 19:31

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Chan Phillip P.
2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [CTSO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O CYTOSORBENTS CORPORATION, 305 COLLEGE ROAD EAST 		3. Date of Earliest Transaction (Month/Day/Year)
01/17/2025
(Street)
PRINCETON, NJ 08540 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/17/2025 X(1) 90,832 A $1(1) 1,243,195(2)(3)(4)(5) D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subscription Rights (right to buy) $1 01/17/2025 X(1) 90,832 12/09/2024 01/10/2025 Common Stock 90,832 $ 0 0 D
Series A Right Warrants(1) (6) 01/17/2025 J 90,832 01/17/2025 02/24/2025(7) Common Stock 90,832 (6) 90,832 D
Series B Right Warrants(1) (8) 01/17/2025 J 90,832 01/17/2025 04/10/2025(9) Common Stock 90,832 (8) 90,832 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chan Phillip P.
C/O CYTOSORBENTS CORPORATION
305 COLLEGE ROAD EAST
PRINCETON, NJ 08540 		X Chief Executive Officer

Signatures

/s/ Kathleen P. Bloch attorney-in-fact for Phillip P. Chan 01/22/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On January 17, 2025, the reporting person exercised certain subscription rights certificates received pursuant to a rights offering (the "Rights Offering") with CytoSorbents Corporation (the "Issuer") whereby the reporting person received Units consisting of an aggregate of 90,832 (i) shares of Issuer's common stock, par value $0.001 per share (the "Common Stock"), (ii) Series A Warrants to purchase one share of Common Stock, and (iii) Series B Warrants to purchase one share of Common Stock, at a subscription purchase price of $1.00 per unit for an aggregate cost of $90,832. The Rights Offering closed on January 10, 2025 (the "Closing Date").
(2) Includes: (i) the following RSUs, which vest as to two-thirds of the award on the first year anniversary of the date of grant and one-third of the award on the second year anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date, and will settle into shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company upon vesting: 87,000 RSUs granted on July 7, 2023 and of which 29,000 RSUs remain unvested as of the date hereof;
(3) (continued from footnote 2) (ii) the following RSUs that will be settled into shares of Common Stock upon vesting upon a "Change In Control" of the Company as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"): (a) 10,300 RSUs granted on March 15, 2018, (b) 18,700 RSUs granted on February 24, 2017, (c) 57,000 RSUs granted on June 7, 2016 and (d) 130,000 RSUs granted on April 8, 2015;
(4) (continued from footnote 3) (iii) the following RSUs, which vest in equal parts on the first year anniversary of the date of grant and the second year anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date, and will settle into shares of Common Stock of the Company upon vesting: 96,000 RSUs granted on April 2, 2024 and remain unvested as of the date hereof; and
(5) (continued from footnote 4) (iv) 902,195 shares of Common Stock owned by the reporting person.
(6) The Series A Right Warrants exercise price shall be equal to 90% of the 5-day volume weighted average price of the Issuer's Common Stock over the 5-trading days prior to the expiration date of the Series A Right Warrants, rounded down to the nearest whole cent but (x) not lower than $1.00 and (y) not higher than $2.00.
(7) The Series A Right Warrants expire 45 calendar days following the Closing Date.
(8) The Series B Right Warrants exercise price shall be equal to 90% of the 5-day volume weighted average price of our Common Stock over the 5-trading days prior to the expiration date of the Series B Right Warrants, rounded down to the nearest whole cent but (x) not lower than $2.00 and (y) not higher than $4.00.
(9) The Series B Right Warrants expire 90 calendar days following the Closing Date.
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