Cytosorbents Corp Files 8-K: Material Agreement & Other Events

TL;DR

Cytosorbents Corp signed a major deal on 6/28, filing an 8-K with key updates.

AI Summary

Cytosorbents Corporation entered into a Material Definitive Agreement on June 28, 2024, related to its business operations. The filing also includes other events and financial statements/exhibits. The company, incorporated in Delaware, is based in Princeton, New Jersey.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• Cytosorbents Corporation (company) — Registrant
• June 28, 2024 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• Princeton, New Jersey (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — registered Common stock, par value $0.001 per share CTSO The Nasdaq Stock Marke
• $20 m — n to the Borrower up to an aggregate of $20 million, to be disbursed in two tranches:
• $15 million — sed in two tranches: (1) one tranche of $15 million (" Growth Capital Loan Tranche 1 ") on
• $4.5 million — Tranche 1 ") on the Closing Date, with $4.5 million funded by Avenue and $10.5 million fund
• $10.5 million — with $4.5 million funded by Avenue and $10.5 million funded by Avenue 2, of which $10 millio
• $10 million — .5 million funded by Avenue 2, of which $10 million is available to the Borrower on the Clo
• $5,000,000 — to the Borrower on the Closing Date and $5,000,000 constitutes restricted cash subject to
• $5 m — e met and (2) a second tranche of up to $5 million, which may be disbursed at the Bo
• $100,000 — d payable on the Closing Date, of which $100,000 was paid by the Borrower to Avenue as a
• $2,000,000 — anding to convert up to an aggregate of $2,000,000 of the principal amount of the outstand

Filing Documents

• tm2418904d1_8k.htm (8-K) — 37KB
• tm2418904d1_ex10-1.htm (EX-10.1) — 287KB
• tm2418904d1_ex10-2.htm (EX-10.2) — 71KB
• tm2418904d1_ex10-3.htm (EX-10.3) — 101KB
• tm2418904d1_ex99-1.htm (EX-99.1) — 16KB
• tm2418904d1_ex10-3img001.jpg (GRAPHIC) — 2KB
• tm2418904d1_ex99-1img001.jpg (GRAPHIC) — 13KB
• 0001104659-24-077866.txt ( ) — 812KB
• ctso-20240628.xsd (EX-101.SCH) — 3KB
• ctso-20240628_lab.xml (EX-101.LAB) — 33KB
• ctso-20240628_pre.xml (EX-101.PRE) — 22KB
• tm2418904d1_8k_htm.xml (XML) — 3KB

01 Entry

Item 1.01 Entry into a Material Definitive Agreement On June 28, 2024 (the " Closing Date "), CytoSorbents Corporation, a Delaware corporation (the " Company "), along with CytoSorbents Medical Inc., a Delaware corporation and wholly owned subsidiary of the Company (" CytoSorbents Medical " and, together with the Company, the " Borrower "), entered into a Loan and Security Agreement (as amended, supplemented, restated or otherwise modified as of the date hereof and from time to time, the " Loan and Security Agreement ") with Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership (" Avenue "), Avenue Venture Opportunities Fund II, L.P., a Delaware limited partnership (" Avenue 2 " and, together with Avenue, the " Lenders "), and Avenue Capital Management II, L.P., a Delaware limited partnership (the " Administrative and Collateral Agent "). Under the Loan and Security Agreement, the Lenders have agreed to loan to the Borrower up to an aggregate of $20 million, to be disbursed in two tranches: (1) one tranche of $15 million (" Growth Capital Loan Tranche 1 ") on the Closing Date, with $4.5 million funded by Avenue and $10.5 million funded by Avenue 2, of which $10 million is available to the Borrower on the Closing Date and $5,000,000 constitutes restricted cash subject to release to the Borrower prior to March 31, 2025, provided certain conditions are met and (2) a second tranche of up to $5 million, which may be disbursed at the Borrower's request between July 1, 2025 and December 31, 2025, provided certain conditions are met (" Growth Capital Loan Tranche 2 " and together with Growth Capital Loan Tranche 1, the " Growth Capital Loans " or the " Commitment "). The proceeds from the Commitment will be used for working capital purposes and to fund general business requirements in accordance with the terms of the Loan and Security Agreement. Each Growth Capital Loan shall bear interest at a variable rate per annum equal to the greater of (A) the Pri

01 Other

Item 8.01 Other Events On June 28, 2024, the Company issued a press release announcing its entry into the Loan and Security Agreement. A copy of the press release is included as Exhibit 99.1 and incorporated by reference herein.

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 10.1* Loan and Security Agreement by and among the Borrower, the Lenders and the Administrative and Collateral Agent, dated June 28, 2024 10.2* Supplement to the Loan and Security Agreement by and among the Borrower, the Lenders and the Administrative and Collateral Agent, dated June 28, 2024 10.3 Form of Warrant to Purchase Shares of Stock of CytoSorbents Corporation by and between the Company and the Lender, dated June 28, 2024 99.1 Press Release of the Company, dated June 28, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) * Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

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 3, 2024 CYTOSORBENTS CORPORATION By: /s/ Dr. Phillip P. Chan Name: Dr. Phillip P. Chan Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR