Cytosorbents Sells STARZ Business for Up to $100M

TL;DR

Cytosorbents selling STARZ biz for up to $100M to NovaQuest. Big cash infusion incoming!

AI Summary

Cytosorbents Corporation announced on July 26, 2024, that it has entered into a definitive agreement to sell its STARZ medical device business to an affiliate of NovaQuest Capital Management for up to $100 million. The transaction includes an upfront payment of $50 million and potential milestone payments of up to $50 million, contingent on the achievement of certain regulatory and commercial milestones. This sale is expected to significantly strengthen Cytosorbents' balance sheet and provide capital for future growth initiatives.

Why It Matters

This significant divestiture allows Cytosorbents to focus on its core drug delivery business and provides substantial capital, potentially accelerating its growth and improving its financial position.

Risk Assessment

Risk Level: medium — The deal's success depends on achieving future milestones, and the company's future growth relies on effective deployment of the new capital.

Key Numbers

• $100M — Total Potential Sale Price (Maximum value of the transaction for the STARZ business.)
• $50M — Upfront Payment (Initial cash received from the sale.)
• $50M — Potential Milestone Payments (Additional funds contingent on future performance.)

Key Players & Entities

• Cytosorbents Corporation (company) — Seller
• STARZ medical device business (company) — Asset being sold
• NovaQuest Capital Management (company) — Buyer
• $100 million (dollar_amount) — Total potential sale price
• $50 million (dollar_amount) — Upfront payment
• $50 million (dollar_amount) — Potential milestone payments
• July 26, 2024 (date) — Date of agreement

FAQ

Key Financial Figures

• $0.001 — e on which registered Common Stock, $0.001 par value CTSO The Nasdaq Stock Marke
• $1.00 — had a minimum closing price of at least $1.00 per share for a minimum ten consecutive

Filing Documents

• tm2420569d1_8k.htm (8-K) — 29KB
• tm2420569d1_ex99-1.htm (EX-99.1) — 12KB
• tm2420569d1_ex99-1img01.jpg (GRAPHIC) — 21KB
• 0001104659-24-084908.txt ( ) — 238KB
• ctso-20240726.xsd (EX-101.SCH) — 3KB
• ctso-20240726_lab.xml (EX-101.LAB) — 33KB
• ctso-20240726_pre.xml (EX-101.PRE) — 22KB
• tm2420569d1_8k_htm.xml (XML) — 3KB

01

Item 7.01 Regulation FD Disclosure. On August 1, 2024, CytoSorbents Corporation (the "Company") issued a press release announcing that it has regained compliance with the minimum bid price requirement set forth in The Nasdaq Stock Market LLC ("Nasdaq") Listing Rule 5550(a)(2). A copy of the press release is furnished as Exhibits 99.1 to this Current Report on Form 8-K. The information set forth in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

01

Item 8.01 Other Events. On July 26, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq informing the Company that it has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) because the Company's common stock had a minimum closing price of at least $1.00 per share for a minimum ten consecutive business days. As previously reported in a Current Report on Form 8-K filed on May 22, 2024, the Company received written notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid price for the Company's common stock had closed below $1.00 per share for the 30 consecutive business days preceding the date of the notification (the "Minimum Bid Price Requirement"). The notification letter stated that the Company would be provided 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company's common stock had to be at least $1.00 for a minimum of 10 consecutive business days at any time before November 16, 2024. Subsequently, the Staff determined that, from July 12 to July 25, 2024, the closing bid price of the Company's common stock had been at least $1.00 per share. Accordingly, the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) and Nasdaq now considers this matter closed.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release of the Company, dated August 1, 2024 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

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: August 1, 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