Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2020, CytoSorbents
Corporation (the “Company”) announced the appointment of Efthymios Deliargyris, M.D. as the Company’s Chief
Medical Officer effective as of May 1, 2020.
Dr. Deliargyris is a triple board-certified
physician (internal medicine, cardiology and interventional cardiology) with a distinguished career in clinical medicine and academia
and significant biotech experience in global leadership roles. Most recently, Dr. Deliargyris served as the Chief Medical
Officer of PLx Pharma Inc. (NASDAQ: PLXP) from August 2018 to April 2020. Prior to PLx Pharma
Inc. Dr. Deliargyris was the founder and managing director of the Science and Strategy Consulting Group providing expert advice
and solutions on scientific, regulatory, strategic and commercialization challenges to companies engaging in the cardiovascular
arena. Previously, from 2012 until 2017, Dr. Deliargyris served as Global Medical Lead of the Cardiovascular franchise
at The Medicines Company where he led global medical strategy, global medical affairs and late stage R&D. Prior
to joining The Medicines Company, Dr. Deliargyris served as Chief, Cardiology and Interventional Cardiology at Athens
Medical Center in Athens, Greece from 2004 until 2010 and as Assistant Professor of Cardiology and Director of the Intravascular
Laboratory (IVUS) at Wake Forest University in Winston- Salem, NC from 2001 to 2004. Dr. Deliargyris is internationally
recognized for his original research in cardiovascular disease and thrombosis and has authored over 100 publications in the top
journals including the New England Journal of Medicine, the Journal of the American College of Cardiology and Circulation. His
original research has been recognized with multiple awards, including the prestigious Society of Cardiac Angiography & Interventions
(SCAI) Fellowship Award in 1999 for best original research in interventional cardiology in the United States. Dr. Deliargyris received
his Doctor of Medicine degree from the Kapodistrian University of Athens School of Medicine and completed his residency training
in internal medicine at Tufts University School of Medicine and his fellowships in cardiology and interventional cardiology at
the University of North Carolina at Chapel Hill.
In connection with Dr.
Deliargyris’ appointment as the Company’s Chief Medical Officer, the Company entered into an employment agreement
with Dr. Deliargyris dated April 12, 2020 (the “Employment Agreement”). The Employment Agreement provides for an
initial term commencing no later than May 18, 2020 and ending December 31, 2021. Thereafter, the Employment Agreement
automatically renews for additional one-year terms, unless either the Company or Dr. Deliargyris provides written notice of
non-renewal at least 60 days prior to the commencement of the new applicable term. Dr. Deliargyris is entitled to a base
salary of $385,000 per year, and such salary will be reviewed on an annual basis by the Compensation Committee of the Board
of the Company (the “Compensation Committee”). Pursuant to the Employment Agreement, Dr. Deliargyris is entitled
to the grant of 120,000 restricted stock units in the event of a Change of Control (as defined in the Employment Agreement),
which such units fully vest as of and only upon a Change of Control and subject to Dr. Deliargyris’ continued
employment as of the consummation of the Change of Control. Additionally, beginning in calendar year 2021, Dr. Deliargyris
will be eligible to receive equity compensation under the Amended and Restated CytoSorbents Corporation 2014 Long-Term
Incentive Plan, on such terms and conditions as determined by the Compensation Committee. The Employment Agreement contains
customary covenants regarding non-competition, non-solicitation, confidentiality and work made for hire.
Additionally, in connection with the execution
of the Employment Agreement, Dr. Deliargyris was granted a stock option to purchase 85,500 shares of the Company’s common
stock, $0.001 par value per share (the “Common Stock”) with an exercise price of $6.59 per share. The vesting of this
option will be over four years, with 30,000 shares underlying such option vesting immediately and becoming exercisable on October
12, 2020 and the remaining 55,000 shares underlying such option vesting and becoming exercisable in three approximately equal installments
on April 12, 2021, April 12, 2022 and April 12, 2023, subject to Dr. Deliargyris’ continued employment by the Company on
the applicable vesting date. Additionally, Dr. Deliargyris was granted 20,000 restricted stock units which will vest upon the earlier
of a Change of Control and April 12, 2024, subject to Dr. Deliargyris’ continued employment by the Company on the applicable
vesting date. The restricted stock units will settle into shares of Common Stock upon vesting.
The foregoing description of Dr. Deliargyris’
Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement,
which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
There are no family relationships between
Dr. Deliargyris and any director, executive officer or person nominated or chosen by the Company to become a director or executive
officer of the Company within the meaning of Item 401(d) of Regulation S-K under the Securities Act of 1933, as amended ("Regulation
S-K"). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which
Dr. Deliargyris had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.