Phillip P. Chan - Jan 17, 2025 Form 4 Insider Report for Cytosorbents Corp (CTSO)

Signature
/s/ Kathleen P. Bloch attorney-in-fact for Phillip P. Chan
Stock symbol
CTSO
Transactions as of
Jan 17, 2025
Transactions value $
$90,832
Form type
4
Date filed
1/22/2025, 08:31 PM
Previous filing
Apr 4, 2024
Next filing
Feb 26, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTSO Common Stock Exercise of in-the-money or at-the-money derivative security $90.8K +90.8K +7.88% $1.00 1.24M Jan 17, 2025 Direct F1, F2, F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTSO Subscription Rights (right to buy) Exercise of in-the-money or at-the-money derivative security $0 -90.8K -100% $0.00 0 Jan 17, 2025 Common Stock 90.8K $1.00 Direct F1
transaction CTSO Series A Right Warrants Other +90.8K 90.8K Jan 17, 2025 Common Stock 90.8K Direct F1, F6, F7
transaction CTSO Series B Right Warrants Other +90.8K 90.8K Jan 17, 2025 Common Stock 90.8K Direct F1, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 17, 2025, the reporting person exercised certain subscription rights certificates received pursuant to a rights offering (the "Rights Offering") with CytoSorbents Corporation (the "Issuer") whereby the reporting person received Units consisting of an aggregate of 90,832 (i) shares of Issuer's common stock, par value $0.001 per share (the "Common Stock"), (ii) Series A Warrants to purchase one share of Common Stock, and (iii) Series B Warrants to purchase one share of Common Stock, at a subscription purchase price of $1.00 per unit for an aggregate cost of $90,832. The Rights Offering closed on January 10, 2025 (the "Closing Date").
F2 Includes: (i) the following RSUs, which vest as to two-thirds of the award on the first year anniversary of the date of grant and one-third of the award on the second year anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date, and will settle into shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company upon vesting: 87,000 RSUs granted on July 7, 2023 and of which 29,000 RSUs remain unvested as of the date hereof;
F3 (continued from footnote 2) (ii) the following RSUs that will be settled into shares of Common Stock upon vesting upon a "Change In Control" of the Company as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"): (a) 10,300 RSUs granted on March 15, 2018, (b) 18,700 RSUs granted on February 24, 2017, (c) 57,000 RSUs granted on June 7, 2016 and (d) 130,000 RSUs granted on April 8, 2015;
F4 (continued from footnote 3) (iii) the following RSUs, which vest in equal parts on the first year anniversary of the date of grant and the second year anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date, and will settle into shares of Common Stock of the Company upon vesting: 96,000 RSUs granted on April 2, 2024 and remain unvested as of the date hereof; and
F5 (continued from footnote 4) (iv) 902,195 shares of Common Stock owned by the reporting person.
F6 The Series A Right Warrants exercise price shall be equal to 90% of the 5-day volume weighted average price of the Issuer's Common Stock over the 5-trading days prior to the expiration date of the Series A Right Warrants, rounded down to the nearest whole cent but (x) not lower than $1.00 and (y) not higher than $2.00.
F7 The Series A Right Warrants expire 45 calendar days following the Closing Date.
F8 The Series B Right Warrants exercise price shall be equal to 90% of the 5-day volume weighted average price of our Common Stock over the 5-trading days prior to the expiration date of the Series B Right Warrants, rounded down to the nearest whole cent but (x) not lower than $2.00 and (y) not higher than $4.00.
F9 The Series B Right Warrants expire 90 calendar days following the Closing Date.