Cytosorbents Corporation filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 7.01 | Regulation FD Disclosure. |
Inducement Grant to Vice President and Corporate Controller
On April 17, 2025, CytoSorbents Corporation (the “Company”) issued a press release announcing the appointment of Melanie Grossman as Vice President and Corporate Controller of the Company. In connection with Ms. Grossman's appointment, she entered into an offer letter with the Company date March 27, 2025. The offer letter provided that Ms. Grossman will receive, upon her anticipated start date of April 14, 2025, the following stock awards which are being provided as an inducement grant pursuant to Nasdaq Stock Market Rule 5635(c)(4):
| · | 25,000 Non-Qualified Stock Options to purchase a total of 25,000 shares of common stock. The stock options have a 10-year term and an exercise price per share of $0.99, the fair market value of the Company’s common stock on April 14, 2025, the date of grant. The stock options vest 50% on the first-year anniversary of the date of grant and 25% of the award on each of the second year and third anniversaries of the date of grant; | |
| · | 35,000 Restricted Stock Units (sign on) that will vest upon the earlier of i) a change-in-control of the Company, or ii) cliff vest in four years; and | |
| · | 35,000 Change-of-Control Restricted Stock Units that will vest only in the event of a change-of-control of the Company. | |
| A copy of the press release is furnished herewith as Exhibit 99.1.* |
| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company, dated April 17, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
* The information in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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: April 17, 2025 | CYTOSORBENTS CORPORATION | |
| By: | /s/ Dr. Phillip P. Chan | |
| Name: | Dr. Phillip P. Chan | |
| Title: | Chief Executive Officer | |