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 6, 2024
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.) |
305 College Road East, Princeton, New Jersey | | 08540 |
| (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 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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 6, 2024. 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 2024 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. | To approve an amendment (the “Plan Amendment”) to the Amended and Restated CytoSorbents Corporation 2014 Long-term Incentive Plan (the “Plan”); 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, 2024. |
At the close of business on April 12, 2024, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 54,306,415 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 40,028,453 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 (5) 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) the Plan Amendment was approved, and (iv) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 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 |
| Dr. Phillip P. Chan | | 26,614,052 | | 2,331,387 | | 300,946 | | 10,782,068 |
| Michael Bator | | 24,889,929 | | 4,075,659 | | 280,797 | | 10,782,068 |
| Dr. Edward R. Jones | | 26,611,863 | | 2,368,193 | | 266,329 | | 10,782,068 |
| Alan D. Sobel | | 26,629,150 | | 2,326,138 | | 291,097 | | 10,782,068 |
| Jiny Kim | | 27,317,508 | | 1,637,971 | | 290,906 | | 10,782,068 |
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 |
| 24,276,512 | | 4,672,332 | | 297,541 | | 10,782,068 |
Proposal No. 3 — Approval of the Plan Amendment
The vote with respect to the approval of the Plan Amendment was as follows:
| For | | Against | | Abstain |
| 20,042,379 | | 8,960,225 | | 243,781 |
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, 2024 was as follows:
| For | | Against | | Abstain |
| 37,543,951 | | 1,433,165 | | 1,051,337 |
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 10, 2024 | CytoSorbents Corporation |
| | |
| | |
| | By: | /s/ Dr. Phillip P. Chan |
| | | Name: | Dr. Phillip P. Chan |
| | | Title: | Chief Executive Officer |
