CYTOSORBENTS CORPORATION (NASDAQ:CTSO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry Into a Material Definitive Agreement. |
On March 31, 2017, CytoSorbents Corporation, a Delaware
corporation (the Company), announced that it has priced its
previously announced underwritten public offering to which the
Company issued and sold an aggregate of 2,222,222 shares of its
common stock, par value $0.001 per share (the Common Stock), at a
price to the public of $4.50 per share, for aggregate gross
proceeds of approximately $10 million, before deducting
underwriting discounts and commissions, estimated fees and
expenses associated with the offering (the Offering). to the
terms of the Underwriting Agreement (the Underwriting Agreement)
entered into by and among the Company and the underwriters (the
Underwriters), for which Cowen and Company, LLC acted as a
Representative, the Company granted to the Underwriters a 30-day
option to purchase up to an additional 333,333 shares of Common
Stock to cover over-allotments, if any. The closing is expected
to take place on or about April 5, 2017, subject to the
satisfaction of customary closing conditions. The shares of
Common Stock offered by the Company in this transaction were
registered under the Companys existing shelf registration
statement on Form S-3, as amended (File No.333-205806), which was
declared effective by the Securities and Exchange Commission on
July 29, 2015.
A copy of the form of Underwriting Agreement dated March 30,
2017, is filed herewith as Exhibit 1.1 and incorporated herein by
reference. Copies of the related press releases of the Company,
dated March 30, 2017 and March 31, 2017 are filed herewith as
Exhibits 99.1 and 99.2, respectively, and are incorporated herein
by reference. The foregoing description of the Offering by the
Company and the documents related thereto, is qualified in its
entirety by reference to such Exhibits.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description. |
| 1.1 |
Underwriting Agreement by and among the Company and the Underwriters dated as of March 30, 2017. |
| 5.1 | Opinion of DLA Piper LLP (US). |
| 23.1 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1). |
| 99.1 | Press Release of the Company dated March 30, 2017. |
| 99.2 | Press Release of the Company dated March 31, 2017. |
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. CYTOSORBENTS CORPORATION (NASDAQ:CTSO) Recent Trading Information
CYTOSORBENTS CORPORATION (NASDAQ:CTSO) closed its last trading session up +0.05 at 4.55 with 2,511,161 shares trading hands.