Current Report Filing (8-k)
July 24 2020 - 4:09PM
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):
July 24, 2020
CYTOSORBENTS CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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001-36792
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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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(IRS 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
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(Former name or former address, if changed since last report.)
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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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o
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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CTSO
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The Nasdaq Stock Market LLC (Nasdaq Capital Market)
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Indicate by check mark whether the registrant is an emerging
growth company as defined in 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. ¨
On July 24, 2020, CytoSorbents Corporation, a Delaware corporation
(the “Company”), completed its previously announced underwritten public offering (the “Offering”) made
pursuant to the Underwriting Agreement, dated as of July 21, 2020, by and among Cowen and Company, LLC and SVB Leerink LLC, as
representatives of the several underwriters named therein (the “Underwriters”). On July 22, 2020, the Underwriters
notified the Company that they had exercised their option to purchase an additional 789,473 shares of common stock, $0.001 par
value per share (the “Common Stock”) in full. After giving effect to the full exercise of the Underwriters’ option,
the Company issued and sold an aggregate 6,052,631 shares of Common Stock in the Offering, pursuant to the Company’s existing
shelf registration statement on Form S-3 (File No. 333-226372). The Company received gross proceeds of approximately $57.5 million,
before deducting the underwriting discounts and commissions and fees and expenses payable by the Company in connection with the
Offering. Cowen and SVB Leerink acted as joint book-running managers for the Offering. B. Riley FBR acted as co-manager for the
Offering.
(d) Exhibits
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.
July 24, 2020
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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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Chief Executive Officer
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