STOCKHOLDERS' EQUITY | 3. STOCKHOLDERS’ EQUITY Preferred Stock In June 2019, the Company amended and restated its certificate of incorporation. The amended and restated certificate of incorporation authorizes the issuance of up to 5,000,000 shares of “blank check” preferred stock, with such designation rights and preferences as may be determined from time to time by the Board of Directors. Common Stock In June 2019, the Company amended and restated its certificate of incorporation. The amended and restated certificate of incorporation increased the number of shares of common stock authorized for issuance from 50,000,000 shares to 100,000,000 shares. July 24, 2020 Offering On July 24, 2020, the Company closed an underwritten public offering of 6,052,631 shares of its common stock at a public offering price of $9.50 per share (the "Offering"). The Company completed the Offering pursuant to the terms of an Underwriting Agreement, dated as of July 21, 2020, by and among the Company and Cowen and Company, LLC and SVB Leerink LLC, as representatives of the several underwriters named therein. The Company received gross proceeds of approximately $57.5 million from the Offering and after deducting the underwriting discounts and commissions and fees and expenses payable by the Company in connection with the Offering, the Company received net proceeds of approximately $53.8 million. Shelf Registration On July 26, 2018, the Company filed a registration statement on Form S-3 with the SEC (as amended, the “2018 Shelf”). The 2018 Shelf, which was declared effective on August 7, 2018, enables the Company to offer and sell, in one or more offerings, any combination of common stock, preferred stock, senior or subordinated debt securities, warrants and units, up to a total dollar amount of $150 million. Open Market Sale Agreement with Jefferies LLC and B. Riley FBR, Inc. On July 9, 2019, the Company entered into an Open Market Sale Agreement (the “New Sale Agreement”) with Jefferies LLC and B. Riley FBR, Inc. (each an “Agent” and, together, the “Agents”), pursuant to which the Company may sell, from time to time, at its option, shares of the Company’s common stock having an aggregate offering price of up to $25 million through the Agents, as the Company’s sales agents. All shares of the Company’s common stock offered and sold, or to be offered and sold under the New Sale Agreement were or will be issued and sold pursuant to the Company’s 2018 Shelf by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, in block transactions or if specified by the Company, in privately negotiated transactions. On April 20, 2020, the Company and the Agents entered into an amendment to the New Sale Agreement (the "Amendment") to provide for an increase in the aggregate offering amount under the New Sales Agreement, such that as of April 20, 2020, the Company may offer and sell Shares having an additional aggregate offering price of up to $50 million under the New Sale Agreement, as amended by the Amendment (the "Amended Sale Agreement"). Subject to the terms of the Amended Sales Agreement, the Agents are required to use their commercially reasonable efforts consistent with their normal sales and trading practices to sell the shares of the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is required to pay the Agents a commission of up to 3.0% of the gross proceeds from the sale of the shares of the Company’s common stock sold thereunder, if any. The Company has also agreed to provide the Agents with customary indemnification rights. The offering of the shares of the Company’s common stock under the Amended Sales Agreement will terminate upon the earliest of (a) the sale of the maximum number or amount of the shares of the Company’s stock permitted to be sold under the Amended Sale Agreement and (b) the termination of the Amended Sale Agreement by the parties thereto. During the year ended December 31, 2019, the Company sold 191,244 shares pursuant to the Amended Sale Agreement, at an average selling price of $4.11 per share, generating net proceeds of approximately $762,000. During the year ended December 31, 2020, the Company sold 4,110,625 shares pursuant to the Amended Sale Agreement, at an average selling price of $6.64 per share, generating net proceeds of approximately $26.5 million. There were no sales during the three months ended March 31, 2021. In the aggregate, the Company has sold 4,301,869 shares pursuant to the Amended Sale Agreement, at an average selling price of $6.53 per share, generating net proceeds of approximately $27.2 million. In addition, during the year ended December 31, 2020, the Company paid approximately $49,000 in expenses related to the Amended Sale Agreement. Stock-Based Compensation Total share-based employee, director, and consultant compensation for the three months ended March 31, 2021 and 2020 amounted to approximately $667,000 and $729,000, respectively. These amounts are included in the statement of operations under general and administrative expenses. The summary of the stock option activity for the three months ended March 31, 2021 is as follows: Weighted Weighted Average Average Remaining Exercise Price Contractual Shares per Share Life (Years) Outstanding, December 31, 2020 5,165,204 $ 6.36 7.26 Granted 65,880 $ 8.66 9.70 Forfeited (47,832) $ 6.25 — Expired — $ — — Exercised (17,031) $ 5.13 — Outstanding, March 31, 2021 5,166,221 $ 6.39 7.03 The fair value of each stock option was estimated using the Black Scholes pricing model, which takes into account as of the grant date the exercise price (ranging from $8.23 to $11.39 per share) and expected life of the stock option (10 years), the current price of the underlying stock and its expected volatility (60.7 percent), expected dividends (-0- percent) on the stock and the risk free interest rate (ranging from 0.47 to 1.03 percent) for the expected term of the stock option. The intrinsic value is calculated as the difference between the market value as of March 31, 2021 of $8.68 and the exercise price of the shares. Options Outstanding Number Weighted Weighted Range of Outstanding at Average Average Aggregate Exercise March 31, Exercise Remaining Intrinsic Price 2021 Price Life (Years) Value $2.65 - $14.50 5,166,221 $ 6.39 7.03 $ 12,154,188 Options Exercisable Number Weighted Exercisable at Average Aggregate March 31, Exercise Intrinsic 2021 Price Value 3,677,482 $ 6.26 $ 9,179,984 The summary of the status of the Company’s non-vested options for the three months ended March 31, 2021 is as follows: Weighted Average Grant Date Shares Fair Value Non-vested, December 31, 2020 1,998,117 $ 4.12 Granted 65,880 $ 5.82 Forfeited (45,906) $ 3.83 Vested (529,352) $ 4.11 Non-vested, March 31, 2021 1,488,739 $ 4.10 As of March 31, 2021, the Company had approximately $5,300,000 of total unrecognized compensation cost related to stock options which will be amortized over approximately 35 months Change in Control-Based Awards of Restricted Stock Units: The Board of Directors has granted restricted stock units to members of the Board of Directors, to the Company’s executive officers, and to employees of the Company. These restricted stock units will only vest upon a Change in Control of the Company, as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan. The following table is a summary of these restricted stock units: Restricted Stock Units Board of Executive Other Directors Management Employees Total Intrinsic Value December 31, 2020 277,200 724,500 1,445,500 2,447,200 $ 19,504,184 Granted — — 39,000 39,000 Forfeited — — (3,000) (3,000) March 31, 2021 277,200 724,500 1,481,500 2,483,200 $ 21,554,176 Due to the uncertainty over whether these restricted stock units will vest, which only happens upon a Change in Control, no charge for these restricted stock units has been recorded in the consolidated statements of operations for the three months ended March 31, 2021 and 2020. Other Awards of Restricted Stock Units: Pursuant to a review of the compensation of the senior management of the Company and managements’ performance in 2018, on March 4, 2019 the Board of Directors granted 22,220 restricted stock units to certain senior managers of the Company in order to settle bonuses accrued as of December 31, 2018. These awards were valued at approximately $179,000 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and vest one third on the date of the grant one third on the first anniversary of the date of the grant, and one third on the second anniversary of the date of the grant. For the three months ended March 31, 2021 and 2020, the Company recorded a charge of approximately $11,000 and $9,000 respectively, related to these restricted stock unit awards. Pursuant to a review of the compensation of the senior management of the Company and managements’ performance in 2019, on July 22, 2019 the Board of Directors granted 180,300 restricted stock units to certain senior managers of the Company in order to settle bonuses accrued as of December 31, 2019. These awards were valued at approximately $1,300,000 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and vest one third on the date of the grant, one third on the first anniversary of the date of the grant, and one third on the second anniversary of the date of the grant. For the three months ended March 31, 2021 and 2020, the Company recorded a charge of approximately $103,000 and $103,000, respectively, related to these restricted stock unit awards. Pursuant to a review of the compensation of the senior management of the Company and managements’ performance in 2019, on February 28, 2020, the Board of Directors granted 168,100 restricted stock units to certain senior managers of the Company in order to settle bonuses accrued as of December 31, 2020. These awards were valued at approximately $1,014,000 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and vest one third on the date of the grant one third on the first anniversary of the date of the grant, and one third on the second anniversary of the date of the grant. For the three months ended March 31, 2021 and 2020, the Company recorded a charge of approximately $274,000 and $366,000 respectively, related to these restricted stock unit awards. Additionally, in 2020 certain employees were offered 60,000 restricted stock units as a condition of their employment. These awards were valued at approximately $465,900 at the date of issuance. 30,000 of these restricted stock units vest upon the earlier of a Change in Control or one one one The following table outlines the restricted stock unit activity for the three months ended March 31, 2021: Weighted Average Grant Date Shares Fair Value Non-vested, December 31, 2020 173,972 $ 6.52 Granted 60,000 $ 7.77 Vested (61,902) $ 6.22 Non-vested, March 31, 2021 172,070 $ 7.06 |