Current Report Filing (8-k)
June 10 2016 - 6:03AM
Edgar (US Regulatory)
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):
June 7, 2016
CYTOSORBENTS CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
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000-51038
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98-0373793
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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7 Deer Park Drive, Suite K,
Monmouth Junction, New Jersey
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08852
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(Address of principal executive offices)
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(Zip Code)
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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):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2016, the Compensation
Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of CytoSorbents Corporation
(the “Company”) approved the following equity bonus awards and annual base salaries for its executive officers, as
well as annual incentive awards as set forth below:
Name
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Position
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Fiscal Year
2016
Base Salary
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Stock
Options
(5)(6)
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Bonus
Restricted
Stock Units
(5)(7)
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Change in
Control
Restricted
Stock Units
(5)(8)
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Phillip P. Chan, MD, PhD
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President and Chief Executive Officer
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$
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350,000
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(1)
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97,000
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26,000
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57,000
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Vincent J. Capponi
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Chief Operating Officer
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$
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291,000
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(2)
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91,500
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23,000
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54,000
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Kathleen P. Bloch
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Chief Financial Officer
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$
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255,000
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(3)
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77,500
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21,000
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47,000
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Robert H. Bartlett, MD
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Chief Medical Officer
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—
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(4)
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20,000
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—
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—
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(1)
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Represents approximately an 8% increase in annual base salary; effective January 1, 2016.
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(2)
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Represents approximately a 8% increase in annual base salary; effective January 1, 2016.
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(3)
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Represents approximately a 8% increase in annual base salary; effective January 1, 2016.
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(4)
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Dr. Bartlett is paid consulting fees of $54,000 annually for his services to the Company.
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(5)
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Grant date was June 7, 2016.
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·
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30%
vest upon achievement of 2016 budgeted gross revenues, with a minimum of 90% achievement for consideration, and achieving a 2016
operating expense comparable to actual 2016 revenue ratio that is less than or equal to the approved 2016 budget.
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·
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25%
vest upon consummation of equity and/or debt financing(s) with minimum gross proceeds to the Company equal to $10,000,000.
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·
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40%
vest upon successful completion of the Company’s REFRESH 1 clinical study and all related data analyses, approval by the
U.S. Food and Drug Administration of one of the Company’s product candidates and publication of at least two company-sponsored
or investigator-initiated clinical studies (non-case reports).
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·
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5%
vest upon achievement of one or more new material strategic partnerships or significant territory expansion.
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(6)
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The vesting of these stock options is based upon the achievement
of the following performance milestones, to be determined in the sole discretion of the Board.
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(7)
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Restricted stock unit awards granted in recognition of 2015 performance. Vesting as to one-third of these restricted stock units shall occur on each of the date of grant, the first anniversary of the date of grant, and the second anniversary of the date of grant, subject to the grantee’s continued service as of the applicable vesting date, and will be settled into common stock of the Company, $0.001 par value per share (the “Common Stock”).
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(8)
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These restricted stock units 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.
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The adjustments to base salary and bonus
restricted stock unit awards described above were made in connection with each such executive officer’s annual performance
review. The stock options and restricted stock units were awarded in the discretion of the Compensation Committee under the Company’s
2014 Long-Term Incentive Plan (the “Plan”). Each option and restricted stock unit have a 10-year term and each option
has a strike price of $4.69, the closing price of the Company’s Common Stock as reported on the NASDAQ Capital Market on
the date of the grant.
On June 7, 2016, the Board
also approved an amendment to the Plan to increase the number of shares of Common Stock authorized for issuance thereunder by
an additional 700,000 shares (the “Amendment”). After giving effect to the Company’s 2016 annual
grants to directors, officers and employees, authorized Common Stock available for grant under the Plan was insufficient to
award all Company employees. In order to incentivize all Company employees, as well as to induce future Company
employees to be hired in 2016, the Board approved the Amendment. The Amendment, and any grants awarded thereunder, will
be subject to stockholder approval. The Company anticipates further amending the Plan, subject to stockholder approval at the
Company’s 2017 Annual Meeting of Stockholders, to increase the number of shares of Common Stock authorized for issuance
thereunder. The Compensation Committee plans to work with the Company’s compensation consultant to determine the
appropriate increase to the Plan after giving effect to the Amendment, as well as taking into account current industry
practices.
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: June 9, 2016
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CYTOSORBENTS CORPORATION
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By:
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/s/ Dr. Phillip P. Chan
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Name:
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Dr. Phillip P. Chan
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Title:
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President and
Chief Executive Officer
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