CYTOSORBENTS CORPORATION (NASDAQ:CTSO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
First Amendment to the Amended and Restated Loan and Security Agreement
On July 31, 2019 (the “Settlement Date”) CytoSorbents Corporation, a Delaware corporation (the “Company”), along with CytoSorbents Medical, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“CytoSorbents Medical” and, together with the Company, the “Borrower”), entered into the First Amendment to the Amended and Restated Loan and Security Agreement (the “First Amendment”) with Bridge Bank, a division of Western Alliance Bank, an Arizona corporation (the “Bank”), which amended certain provisions of the Amended and Restated Loan and Security Agreement (the “Restated Loan and Security Agreement”) and 2018 Success Fee Letter (the “2018 Letter”), each previously entered into by and among the Borrower and the Bank on March 28, 2018.
In connection with the execution of the First Amendment, the Company drew down the full $5.0 million Term B Loan.
The First Amendment amended the Restated Loan and Security Agreement to (1) extend the interest-only period for payment on term loans under the Restated Loan and Security Agreement through April 2020, (2) further extend the interest only period through October 2020, provided the Borrower has been compliant with its obligations under the financial covenant revenue test set forth in the Restated Loan and Security Agreement for all months from the month immediately after the month in which the Term B Loan is funded through March 2020, (3) increase the amount of each monthly principal amortization payment after the end of the interest-only period based on and to the extent that the interest-only period contemplated above is extended beyond November 1, 2019, and (4) incorporate references to CytoSorbents Poland SP. z.o.o., an indirect subsidiary of the Borrower in Poland such that the treatment of CytoSorbents Poland under the Restated Loan and Security Agreement is consistent with the treatment of CytoSorbents Switzerland GmbH, an indirect subsidiary of the Borrower in Switzerland.
2018 Success Fee Letter
to the 2018 Letter, the Borrower shall pay to the Bank a success fee in the amount equal to 6.37% of the funded amount of the Term B Loan (as defined in the Restated Loan and Security Agreement) (the “Success Fee”) upon the first occurrence of certain events set forth therein. Prior to giving effect to the First Amendment, one such event was the closing price per share of the Company’s common stock on the Nasdaq Capital Market being the greater of (i) 70% or more over $7.05, the closing price of the Company’s common stock on March 29, 2018 (after giving effect to any stock splits or consolidations effected after the date thereof) for five successive business days, or (ii) at least 26.13% more than the closing price of the Company’s common stock on the date of the funding of the Term B Loan. The First Amendment amended this provision of the Letter to reflect the closing price per share for the Company’s common stock on the Nasdaq Capital Market being the greater of (i) 70% or more over $7.05, the closing price of the Company’s common stock on March 29, 2018 (after giving effect to any stock splits or consolidations effected after the date thereof) for five successive business days, or (ii) at least 26.13% more than the average price of Company’s common stock for the 365 day period ending on the date of the funding of the Term B Loan.
A copy of the First Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing is a summary description of the terms of the First Amendment and does not purport to be complete.
(d)
| Exhibit No. | Exhibit Name |
| 10.1 | First Amendment to the Amended and Restated Loan and Security Agreement |
Cytosorbents Corp Exhibit
EX-10.1 2 tv526768_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT to the Amended and Restated Loan and Security Agreement (this “Amendment”) is made effective as of July [_],…
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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.