CYTOSORBENTS CORPORATION (NASDAQ:CTSO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On July 9, 2019, CytoSorbents Corporation (the “Company”) entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC and B. Riley FBR, Inc. (each an “Agent” and, together, the “Agents”), to which the Company may sell, from time to time, at its option, up to an aggregate of $25,000,000 of shares of the Company’s common stock, $0.001 par value per share (the “Shares”), through the Agents, as the Company’s sales agents. Any Shares to be offered and sold under the Sale Agreement will be issued and sold to the Company’s previously filed and currently effective registration statement on Form S-3 (File No. 333-226372) (the “Registration Statement”) by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, in block transactions or if specified by the Company, in privately negotiated transactions.
Subject to the terms of the Sale Agreement, the Agents will use reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares to the Sales Agreement. The Company will pay the Agents a commission of up to 3.0% of the gross proceeds from the sale of the Shares, if any. The Company has also agreed to provide the Agents with customary indemnification rights. The offering of the Shares will terminate upon the earliest of (a) the sale of the maximum number or amount of the Shares permitted to be sold under the Sales Agreement and (b) the termination of the Sales Agreement by the parties thereto.
The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
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 Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Shares to be sold under the Sale Agreement, if any, will be issued and sold to the Registration Statement, which previously was filed with the Securities and Exchange Commission (“SEC”) on July 26, 2018, amended on August 3, 2018, and declared effective by the SEC on August 7, 2018. A prospectus supplement related to the offering is being filed with the SEC on July 9, 2019. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
(d)
| Exhibit No. | Exhibit Name |
| 1.1 | Open Market Sale AgreementSM, dated July 9, 2019, by and among CytoSorbents Corporation, Jefferies LLC and B. Riley FBR, Inc. |
| 5.1 | Opinion of Morgan, Lewis & Bockius LLP. |
| 23.1 | Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1). |
Cytosorbents Corp Exhibit
EX-1.1 2 tv524814_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM July 9,…
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About CYTOSORBENTS CORPORATION (NASDAQ:CTSO)
CytoSorbents Corporation is a critical care focused immunotherapy company. The Company is engaged in commercializing its product, CytoSorb, which is a blood purification technology with focus in preventing or treating multiple organ failure. The Company’s purification technologies are based on biocompatible, porous polymer beads that remove toxic substances from blood and other bodily fluids by pore capture and surface adsorption. The Company’s CytoSorb is an extracorporeal cytokine filter and is designed to reduce the cytokine storm that causes inflammation, organ failure and death in common critical illnesses, such as sepsis, burn injury, trauma, lung injury and pancreatitis. In addition, CytoSorb is used in other inflammatory conditions, such as cardiac surgery and autoimmune disease flares and cancer cachexia. It also has other products under development based upon its blood purification technology, including HemoDefend, ContrastSorb, DrugSorb, BetaSorb and others.