Form 8-K Cytosorbents Corp For: Jul 26
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): July 26, 2018
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) | (I.R.S. Employer Identification No.) |
|
7 Deer Park Drive, Suite K, Monmouth Junction, New Jersey |
08852 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (732) 329-8885
Not Applicable
(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)) |
Indicate by check mark whether the registrant is an emerging growth company 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 1.01 | Entry into a Material Definitive Agreement. |
CytoSorbents Corporation (the “Company”) is party to that certain Controlled Equity OfferingSM Sales Agreement, dated November 4, 2015 (the “Sales Agreement”), with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company may offer to sell, from time to time through Cantor, shares of the Company’s common stock. On July 26, 2018, the Company and Cantor entered into that certain Amendment No. 1 to Sales Agreement, to extend the term of the Sales Agreement until the first to occur of (i) the termination of the Sales Agreement by Cantor or the Company, as permitted therein and (ii) the expiration of the Company’s registration statement on Form S-3 filed with the United States Securities and Exchange Commission on July 26, 2018.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Amendment No. 1 to Sales Agreement, dated as of July 26, 2018, by and between CytoSorbents Corporation and Cantor Fitzgerald & Co. |
SIGNATURES
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.
| Dated: July 26, 2018 | CYTOSORBENTS CORPORATION | ||
|
By: |
/s/ Dr. Phillip P. Chan |
||
| Name: | Dr. Phillip P. Chan | ||
| Title: |
President and Chief Executive Officer |
||
Exhibit 10.1
Execution Version
CytoSorbents Corporation
Controlled Equity OfferingSM
Amendment No. 1 to
Sales Agreement
July 26, 2018
Cantor Fitzgerald & Co.
499 Park Avenue
New York, NY 10022
Ladies and Gentlemen:
Reference is made to the Sales Agreement, dated November 4, 2015, including the Schedules and Exhibits thereto (the “Sales Agreement”), between Cantor Fitzgerald & Co. (“CF&Co”) and CytoSorbents Corporation, a Delaware corporation (the “Company”), pursuant to which the Company agreed to sell through CF&Co, as sales agent, shares of common stock, par value $0.001 per share, of the Company. All capitalized terms used in this Amendment No. 1 to Sales Agreement between CF&Co and the Company (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. CF&Co and the Company agree as follows:
A. Amendments to Sales Agreement. The Sales Agreement is amended as follows:
1. Section 13(d) of the Sales Agreement is hereby amended and restated in its entirety as follows: “Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the expiration of the Registration Statement on Form S-3 that is being filed by the Company on July 26, 2018; provided that the provisions of Section 8, Section 11, Section 12, Section 18 and Section 19 hereof shall remain in full force and effect notwithstanding such termination.”
2. Schedule 1 is amended by deleting the words “November 4, 2015” and replacing them with “November 4, 2015, as amended on July 26, 2018.”
3. The first sentence of the Form of Representation Date Certificate Pursuant to Section 7(l) is amended to delete the words “November 4, 2015” and replace them with “November 4, 2015, as amended on July 26, 2018.”
B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Sales Agreement shall continue in full force and effect.
C. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.
D. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws.
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If the foregoing correctly sets forth the understanding between us, please so indicate in the space provided below for that purpose.
| Very truly yours, | |||
| CytoSorbents Corporation | |||
| By: | /s/ Phillip P. Chan, MD, PhD | ||
| Name: Phillip P. Chan, MD, PhD | |||
| Title: Chief Executive Officer | |||
| ACCEPTED as of the date first above written: | |||
| CANTOR FITZGERALD & CO. | |||
| By: | /s/ Mark Kaplan | ||
| Name: Mark Kaplan | |||
| Title: Chief Operating Officer | |||
Signature Page
CytoSorbents Corporation – Amendment No. 1 To Sales Agreement