Cytosorbents (CTSO) Announces Rights Offering

CytoSorbents Corporation (NASDAQ: CTSO), a leader in the treatment of life-threatening conditions in the intensive care unit and cardiac surgery using blood purification, today announced the details of its anticipated Rights Offering.

Investors who hold or have bought CTSO stock at the close of Nasdaq trading on Friday, December 13, 2024 will be deemed stockholders of record on December 16, 2024 and, along with certain Warrantholders, will receive a dividend at no cost of one non-transferable Subscription Right Warrant (“Subscription Rights”) for each share of common stock owned. Each Subscription Right, when exercised before the expiration date of 5:00PM EST on January 10, 2025, enables a Unit purchase at a Unit subscription price of $1.00. Each Unit consists of one share of common stock and two transferable short-term Right Warrants to purchase up to two additional shares of common stock, if available, at specified prices described below.

All net proceeds from the offering will go to the Company and be used for general corporate purposes and to satisfy a debt covenant where proceeds of $3.0 million to $5.0 million will unlock $3.0 million to $5.0 million in restricted cash currently on our balance sheet on a dollar-for-dollar basis. For example, aggregate proceeds of $5.0 million would result in increased liquidity to the Company of approximately $10.0 million in unrestricted cash, which is expected to fund the Company’s operations through anticipated FDA and Health Canada decisions on our DrugSorb-ATR marketing applications in 2025, and if approved or cleared, the initial launch of the product.

Each Subscription Right will provide the stockholder the opportunity, but not the obligation, to purchase a Unit at a Unit subscription price of $1.00. Each Unit consists of:

• One share of common stock.
• One Series A Right Warrant to purchase an additional share of common stock 45 days from the initial Unit subscription closing date, or February 24, 2025, at an exercise price that is 90% of the 5-day volume weighted average price prior to February 24th, but no lower than $1.00 and no higher than $2.00, irrespective of the share price at the time.
• One Series B Right Warrant to purchase an additional share of common stock 90 days from the initial unit subscription closing date, or April 10, 2025, at an exercise price that is 90% of the 5-day volume weighted average price prior to April 10th, but no lower than $2.00 and no higher than $4.00, irrespective of the share price at the time.

A short presentation on this Rights Offering has been filed with the SEC as a free writing prospectus and can be found in the presentation section on our investor relations website at https://ir.cytosorbents.com/events-presentations.

A maximum of 6.25 million Units will be offered by the Company, and an additional 6.25 million common shares will be reserved for the exercise of the short-term Right Warrants. Once all 12.5 million shares are issued, all outstanding and unexercised Subscription Rights and Series A and B Right Warrants comprising the Units will expire worthless.

We will fill all exercised basic Subscription Rights first. Should basic subscriptions exceed available Units, we will allocate the Units pro-rata among stockholders based on their individual exercise of basic Subscription Rights in proportion to the total number of basic Subscription Rights exercised.

Stockholders who exercise their respective full basic Subscription Rights will also have oversubscription privileges giving them the option to subscribe for any Units that remain unsubscribed at the expiration of the Subscription Rights. If the number of Units remaining after the exercise of all basic Subscription Rights is not sufficient to satisfy all requests for Units pursuant to this oversubscription privilege, we will allocate the available Units pro rata among holders with oversubscription privileges in proportion to the number of oversubscription Units for which they have subscribed.

The Company expects that the information agent for the Rights Offering will mail Subscription Rights certificates and a copy of the prospectus and prospectus supplement for the offering to stockholders as of the record date beginning on or about December 16, 2024. Holders of shares of common stock in “street name” through a brokerage account, bank or other nominee will not receive physical Subscription Rights certificates and must instruct their broker, bank or nominee whether to exercise Subscription Rights on their behalf. For any questions or further information about this Rights Offering, please call D.F. King & Co., Inc., the information agent for the offering, at (800) 549-6864 (toll-free) or (212) 269-5550 (broker-dealers and nominees).

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