UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
November 11, 2014
CYTOSORBENTS CORPORATION
(Exact name of registrant as specified in
its charter)
| Nevada |
|
000-51038 |
|
98-0373793 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
t7 Deer Park Drive, Suite K,
Monmouth Junction, New Jersey |
08852 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (732) 329-8885
Not Applicable
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ | Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 11, 2014, the Board of Directors (the “Board”)
of CytoSorbents Corporation (the “Company”), upon the recommendation of a majority of the independent directors of
the Board, unanimously appointed Alan D. Sobel to serve as a member of the Board effective November 13, 2014. The Board also appointed
Mr. Sobel to serve as Chairperson of the Nominating and Corporate Governance Committee of the Board and to serve as Chairperson
of the Audit Committee of the Board. The Board also determined that Mr. Sobel qualifies as an “audit committee financial
expert,” as such term is defined by Item 4.07(d)(5) of Regulation S-K as promulgated by the Securities and Exchange Commission.
Mr. Sobel has been with Sobel & Co., LLC, a Certified Public
Accounting Firm, since 1987, and has been the Managing Member of the firm since 1996. Previously, he was a staff accountant with
Kennedy & Lehan, PC, a regional Certified Public Accounting Firm. Mr. Sobel received a Bachelor of Science in Accountancy from
Bentley College and a Master of Taxation from Fairleigh Dickinson University.
There are no arrangements or understandings between Mr. Sobel
and any other person pursuant to which Mr. Sobel was appointed as a director. There are no transactions to which the Company is
a party and in which Mr. Sobel has a material interest that is required to be disclosed under Item 404(a) of Regulation S-K.
The Company is currently contemplating a formalized director
compensation program, in accordance with which, once established by the Board, Mr. Sobel will be compensated.
A copy of the press release announcing Mr. Sobel’s
appointment to the Board is furnished herewith as Exhibit 99.1.
In connection with the appointment of Mr. Sobel to the
Board, on November 11, 2014, the Board established an Audit Committee and a Nominating and Corporate Governance Committee of
the Board, and reconstituted the membership of the Compensation Committee of the Board, effective November 13, 2014. All three
committees are comprised solely of directors who meet the independence requirements under the NASDAQ Stock Market Listing
Rules. The membership of these three standing committees of the Board is now as follows:
| Audit Committee |
Nominating and Corporate Governance Committee |
Compensation Committee |
| Alan Sobel (Chairperson) |
Alan Sobel (Chairperson) |
Al Kraus (Chairperson) |
| Al Kraus |
Al Kraus |
Jim Gunton |
| Edward Jones |
Edward Jones |
|
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release Dated November 14, 2014 |
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: November 14, 2014 |
CYTOSORBENTS CORPORATION |
| |
|
|
| |
By: |
/s/ Dr. Phillip P. Chan |
| |
Name: |
Dr. Phillip P. Chan |
| |
Title: |
President and
Chief Executive Officer |
Exhibit 99.1
CytoSorbents Announces Appointment
of New Board Director
MONMOUTH JUNCTION, NJ--(November 14, 2014)
- CytoSorbents Corporation (OTCQB: CTSO), a critical care immunotherapy company commercializing
its CytoSorb® cytokine adsorber to treat critically-ill patients in multiple countries worldwide, announced today the appointment
of Alan D. Sobel, CPA to its Board of Directors.
Al Kraus, Chairman of the Board of Directors
of CytoSorbents, commented “We are very pleased to announce the addition of Alan to our Board of Directors. Alan’s
history of business leadership, financial expertise, and in-depth knowledge of manufacturing organizations will add to the breadth
of our current Board of Directors.”
Alan D. Sobel is the Managing Member of
Sobel & Co., LLC, a Livingston, NJ based full-service accounting, auditing, taxation, and business consulting firm with a diverse
clientele including small and mid-sized businesses, non-profit agencies, SEC-registered companies, and individuals. He has provided
corporate advisory and consulting services, including mergers and acquisitions, for clients in the real estate, manufacturing,
pharmaceutical, and distribution businesses, among others. Alan is a Certified Public Accountant, and has served in various leadership
roles including Chairman of the Audit Committee of the New Jersey Society of Certified Public Accountants. He earned a Bachelor
of Science degree in Accountancy from Bentley College, and a Master of Science in Taxation from Fairleigh Dickinson University.
Dr. Phillip Chan, Chief Executive Officer
of CytoSorbents, commented “In addition to being a member of our Board of Directors, Alan will serve as the Chairperson of
our newly-formed Audit Committee, and also will serve as Chairperson of our newly-formed Nominating and Corporate Governance Committee.
With his financial expertise and guidance, we feel confident we will have the proper oversight to ensure the adequate functioning
of our system of internal controls over financial reporting. In his role as Chairman of the Audit Committee, Alan will be working
closely with our Chief Financial Officer, Kathleen Bloch, CPA, and with our outside auditors, WithumSmith+Brown, to provide an
even higher level of financial reporting scrutiny, helping to further ensure that our financial statements fairly present our financial
position, results of operations, and cash flows in all material respects. We are very fortunate to have his involvement at CytoSorbents.”
About CytoSorbents Corporation
CytoSorbents Corporation is a critical
care focused immunotherapy company using blood purification to control severe inflammation -- with the goal of preventing or treating
multiple organ failure in life-threatening illnesses. Organ failure is the cause of nearly half of all deaths in the intensive
care unit, with little to improve clinical outcome. CytoSorb®, the Company's flagship product, is approved in the European
Union as a safe and effective extracorporeal cytokine adsorber, designed to reduce the "cytokine storm" that could otherwise
cause massive inflammation, organ failure and death in common critical illnesses such as sepsis, burn injury, trauma, lung injury,
and pancreatitis. These are conditions where the risk of death is extremely high, yet no effective treatments exist. CytoSorb®
is also being used during and after cardiac surgery to remove inflammatory mediators, such as cytokines and free hemoglobin, which
can lead to post-operative complications, including multiple organ failure.
CytoSorbents'
purification technologies are based on biocompatible, highly porous polymer beads that can actively remove toxic substances from
blood and other bodily fluids by pore capture and surface adsorption. CytoSorbents has numerous products under development based
upon this unique blood purification technology, protected by 32 issued US patents and multiple applications pending, including
HemoDefend™, ContrastSorb, DrugSorb, and others. Additional information is available for download on the Company's website:
http://www.cytosorbents.com/.
Forward-Looking
Statements
This press release
includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives,
representations and contentions and are not historical facts and typically are identified by use of terms such as “may,”
“should,” “could,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “continue” and similar words, although some
forward-looking statements are expressed differently. You should be aware that the forward-looking statements in this press release
represent management’s current judgment and expectations, but our actual results, events and performance could differ materially
from those in the forward-looking statements. Factors which could cause or contribute to such differences include, but are not
limited to, the risks discussed in our Annual Report on Form 10-K, filed with the SEC on March 31, 2014, as updated by the risks
reported in our Quarterly Reports on Form 10-Q, and in the press releases and other communications to shareholders issued by us
from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We caution
you not to place undue reliance upon any such forward-looking statements. We undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events, or otherwise, other than as required under
the Federal securities laws.
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Company Contact:
CytoSorbents Corporation
Dr. Phillip Chan, MD, PhD
Chief Executive Officer
(732) 329-8885 ext. *823
pchan@cytosorbents.com
Investor Contact:
CytoSorbents Corporation
Amy Vogel
(732) 329-8885 ext. *825
avogel@cytosorbents.com
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