Director Sobel Alan D. increased direct ownership by 18% to 145,757 units (SEC Form 4)
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Medical/Dental Instruments
Health Care
| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 02/24/2025 | O | 21,950 | A | $1.13(2) | 145,757(3) | D | |||
| Common Stock | 2,000 | I | Bernard Sobel Revocable Trust(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Right Warrants (right to buy)(1) | $1.13(2) | 02/24/2025 | O | 21,950 | 01/17/2025 | 02/24/2025 | Common Stock | 21,950 | $1.13 | 0 | 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 21,950 (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 $21,950. The Rights Offering closed on January 10, 2025 (the "Closing Date"). |
| 2. The Series A Right Warrants exercise price was calculated as 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. |
| 3. Includes (i) the following restricted stock units ("RSUs") that will be settled into Common Stock upon vesting upon a "Change in Control" of the Company, as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"): (a) 3,300 RSUs granted on March 15, 2018, (b) 6,000 RSUs granted on February 24, 2017, (c) 5,000 RSUs granted on June 7, 2016, and (d) 55,000 RSUs granted on April 8, 2015 and (ii) 76,457 shares of Common Stock owned directly by the Reporting Person. |
| 4. These shares are held in the Bernard Sobel Revocable Trust (the "Trust"), for which the Reporting Person is a trustee and a named beneficiary. Accordingly, the Reporting Person may be deemed the beneficial owner of the shares held in the Trust. |
| /s/ Kathleen P. Bloch attorney-in-fact for Alan D. Sobel | 02/26/2025 | |
| ** 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. | ||