Director Bator Michael G. exercised 15,879 in-the-money shares at a strike of $1.00, increasing direct ownership by 13% to 141,273 units (SEC Form 4)

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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BATOR MICHAEL G.

(Last) (First) (Middle)
C/O CYTOSORBENTS CORPORATION
305 COLLEGE ROAD EAST

(Street)
PRINCETON NJ 08540

(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2025
4. If Amendment, Date of 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
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) 15,879 A $1(1) 141,273(2) D
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 Securities Underlying Derivative Security (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: 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) 15,879 12/09/2024 01/10/2025 Common Stock 15,879 $0 0 D
Series A Right Warrants(1) (3) 01/17/2025 J 15,879 01/17/2025 02/24/2025(4) Common Stock 15,879 (3) 15,879 D
Series B Right Warrants(1) (5) 01/17/2025 J 15,879 01/17/2025 04/10/2025(6) Common Stock 15,879 (5) 15,879 D
Explanation of Responses:
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 15,879 (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 $15,879. The Rights Offering closed on January 10, 2025 (the "Closing Date").
2. Includes (a) the following restricted stock units ("RSUs") which will vest upon a "Change of Control" of the Company, as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"): (i) 3,300 RSUs granted on March 15, 2018, (ii) 6,000 RSUs granted on February 24, 2017, and (iii) 60,000 RSUs granted on June 7, 2016, and (b) 56,094 shares of Common Stock owned by the reporting person.
3. 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.
4. The Series A Right Warrants expire 45 calendar days following the Closing Date.
5. 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.
6. The Series B Right Warrants expire 90 calendar days following the Closing Date.
/s/ Kathleen P. Bloch attorney-in-fact Michael G. Bator 01/22/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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