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. Shelf Registration On July 14, 2021, the Company filed a registration statement on Form S-3 with the SEC, which was amended on July 20, 2021 and declared effective by the SEC on July 27, 2021 (as amended, the “2021 Shelf”). The 2021 Shelf 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 On December 30, 2021, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (the “Agent”), pursuant to which the Company could 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 Agent, as the Company’s sales agent. All shares of the Company’s common stock offered and sold, or to be offered and sold under the Sale Agreement would have been issued and sold pursuant to the Company’s 2021 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. Subject to the terms of the Sales Agreement, the Agent is 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 Agent 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. There were no sales pursuant to the Amended Sale Agreement during the year ended December 31, 2021 or during the three months ended March 31, 2022. In addition, during the year ended December 31, 2021 and during the three months ended March 31, 2022, the Company paid approximately $90,000 and $40,000, respectively, 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, 2022 and 2021 amounted to approximately $787,000 and $667,000, respectively. These amounts are included in the consolidated statements of operations and comprehensive loss under general and administrative expenses. The summary of the stock option activity for the three months ended March 31, 2022 is as follows: Weighted Weighted Average Average Remaining Exercise Price Contractual Shares per Share Life (Years) Outstanding, December 31, 2021 6,885,978 $ 7.09 7.15 Granted 56,500 $ 3.42 — Forfeited (1,105,125) $ 8.67 — Expired (35,124) $ 7.48 — Outstanding, March 31, 2022 5,802,229 $ 6.69 6.47 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 $2.98 to $3.91 per share) and expected life of the stock option (10 years), the current price of the underlying stock and its expected volatility (59.3 percent), expected dividends (-0- percent) on the stock and the risk free interest rate (ranging from 1.52 to 2.52 percent) for the expected term of the stock option. The intrinsic value is calculated as the difference between the market value of the shares as of March 31, 2022 of $3.19 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 2022 Price Life (Years) Value $2.65 - $14.50 5,802,229 $ 6.69 6.47 $ 44,073 Options Exercisable Number Weighted Exercisable at Average Aggregate March 31, Exercise Intrinsic 2022 Price Value 4,293,305 $ 6.46 $ 41,703 The summary of the status of the Company’s non-vested options for the three months ended March 31, 2022 is as follows: Weighted Average Grant Date Shares Fair Value Non-vested, December 31, 2021 2,994,846 $ 4.68 Granted 56,500 $ 1.92 Forfeited (1,105,125) $ 5.29 Vested (437,297) $ 4.01 Non-vested, March 31, 2022 1,508,924 $ 4.30 As of March 31, 2022, the Company had approximately $6,073,000 of total unrecognized compensation cost related to stock options which will be amortized over approximately 38 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, 2021 277,200 724,500 1,709,500 2,711,200 $ 11,359,928 Granted — — 120,000 120,000 Forfeited — — (57,000) (57,000) March 31, 2022 277,200 724,500 1,772,500 2,774,200 $ 8,849,698 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 and comprehensive loss for the three months ended March 31, 2022 and 2021. Other Awards of Restricted Stock Units: On March 4, 2019, certain named executive officers and senior managers were granted 22,220 restricted stock units. 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, 2022 and 2021, the Company recorded a charge of approximately $0 and $11,000 respectively, related to these restricted stock unit awards. On July 22, 2019, certain named executive officers and senior managers were granted 180,300 restricted stock units. 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, 2022 and 2021, the Company recorded a charge of approximately $0 and $103,000, respectively, related to these restricted stock unit awards. On February 28, 2020, certain named executive officers and senior managers were granted 168,100 restricted stock units. 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, 2022 and 2021, the Company recorded a reduction of expense of approximately $65,000 for the three months ended March 31, 2022 and an expense of approximately $274,000 for the three months ended March 31, 2021 related to these restricted stock unit awards. On April 12, 2021, certain named executive officers and senior managers were granted 235,765 restricted stock units. These awards were valued at approximately $2,120,000 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, 2022 and 2021, the Company recorded a charge of approximately $177,000 and $0, respectively, related to these restricted stock unit awards. Additionally, in 2021 certain employees were offered 91,750 restricted stock units , respectively, as a condition of their employment. These awards were valued at approximately $713,868 at the date of issuance. 46,750 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, 2022: Weighted Average Grant Date Shares Fair Value Non-vested, December 31, 2021 304,962 $ 8.08 Vested (56,034) $ 6.03 Non-vested, March 31, 2022 248,928 $ 8.54 |