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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 1, 2021

 

CYTOSORBENTS CORPORATION

(Exact name of registrant as specified in its charter) 

 

Delaware   001-36792   98-0373793
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

7 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

 

 
(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.001 per share CTSO The Nasdaq Stock Market LLC (Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

CytoSorbents Corporation (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on June 1, 2021. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

 

1. The election of five (5) directors to serve until the Company’s 2021 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;

 

2. The approval of, on an advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K;

 

3. The determination of, on an advisory basis, the frequency with which the stockholders of the Company shall have an advisory vote on executive compensation, as disclosed pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission; and

 

4. The ratification of the appointment of WithumSmith+Brown, PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

At the close of business on April 12, 2021, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 43,314,947 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 29,560,235 shares of the Company’s Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

 

At the Annual Meeting, (i) the five directors were elected, (ii) the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K, was approved, on an advisory basis, (iii) once every one year was determined, on an advisory basis, as the as the frequency with which the stockholders of the Company shall have an advisory vote on executive compensation, as disclosed pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission and (iv) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified.

 

Proposal No. 1— Election of Directors

 

The vote with respect to the election of directors was as follows:

 

Nominees   For     Against     Abstain     Broker Non-Votes  
Al W. Kraus     13,097,776       8,411,918       66,392       7,984,149  
Dr. Edward R. Jones     15,215,565       6,238,723       121,798       7,984,149  
Michael Bator     20,217,636       1,246,877       111,573       7,984,149  
Dr. Phillip P. Chan     19,834,063       1,512,661       229,362       7,984,149  
Alan D. Sobel     11,012,137       10,455,586       108,363       7,984,149  

 

Proposal No. 2 — Approval of the Compensation of the Company’s Named Executive Officers

 

The vote with respect to the approval of, on an advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K was as follows:

 

For     Against     Abstain       Broker Non-Votes  
  16,862,382       3,803,069       910,635       7,984,149  

 

Proposal No. 3 — Determination of the Frequency of Stockholder Vote on Executive Compensation

 

The vote with respect to the determination of, on an advisory basis, the frequency with which the stockholders of the Company shall have an advisory vote on executive compensation, as disclosed pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission was as follows:

 

1 Year     2 Years     3 Years     Abstain     Broker Non-Votes  
  13,281,073       362,778       7,821,199       111,036       7,984,149  

 

Proposal No. 4 — Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The vote with respect to the ratification of the appointment of WithumSmith+Brown, PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was as follows:

 

For     Against     Abstain  
  28,482,540       81,601       996,094  

 

 

 

 

SIGNATURE

 

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.

 

June 2, 2021 CytoSorbents Corporation
   
  By: /s/ Dr. Phillip P. Chan
    Name:   Dr. Phillip P. Chan
    Title: Chief Executive Officer

 

 

 

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