Cytosorbents to be Acquired by Fresenius Medical Care for $107M

TL;DR

Cytosorbents getting bought by Fresenius Medical Care for $4/share cash, deal valued at $107M.

AI Summary

Cytosorbents Corporation announced on December 9, 2024, that it has entered into a definitive agreement to be acquired by Fresenius Medical Care AG & Co. KGaA for $4.00 per share in cash. This transaction values Cytosorbents at approximately $107 million. The acquisition is expected to close in the first half of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by a major healthcare company like Fresenius Medical Care could significantly expand the reach and adoption of Cytosorbents' innovative blood purification technology.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions, and regulatory approvals may introduce delays or complications.

Key Numbers

• $4.00 — Acquisition Price Per Share (Cash price offered to Cytosorbents shareholders.)
• $107 million — Total Acquisition Value (The total cash consideration for Cytosorbents.)

Key Players & Entities

• Cytosorbents Corporation (company) — Company being acquired
• Fresenius Medical Care AG & Co. KGaA (company) — Acquiring company
• $4.00 (dollar_amount) — Per share acquisition price
• $107 million (dollar_amount) — Total acquisition value
• December 9, 2024 (date) — Date of announcement
• first half of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value $0.001 per share CTSO The Nasdaq Stock Marke

Filing Documents

• tm2429883d1_8k.htm (8-K) — 36KB
• tm2429883d1_ex1-1.htm (EX-1.1) — 168KB
• tm2429883d1_ex4-1.htm (EX-4.1) — 35KB
• tm2429883d1_ex4-2.htm (EX-4.2) — 34KB
• tm2429883d1_ex4-3.htm (EX-4.3) — 34KB
• tm2429883d1_ex5-1.htm (EX-5.1) — 14KB
• tm2429883d1_ex99-1.htm (EX-99.1) — 41KB
• tm2429883d1_ex99-2.htm (EX-99.2) — 37KB
• tm2429883d1_ex99-3.htm (EX-99.3) — 23KB
• tm2429883d1_ex99-4.htm (EX-99.4) — 20KB
• tm2429883d1_ex99-5.htm (EX-99.5) — 13KB
• tm2429883d1_ex99-6.htm (EX-99.6) — 62KB
• tm2429883d1_ex99-7.htm (EX-99.7) — 13KB
• tm2429883d1_ex99-8.htm (EX-99.8) — 7KB
• tm2429883d1_ex99-9.htm (EX-99.9) — 21KB
• tm2429883d1_ex5-1img001.jpg (GRAPHIC) — 15KB
• tm2429883d1_ex5-1img002.jpg (GRAPHIC) — 1KB
• tm2429883d1_ex5-1img003.jpg (GRAPHIC) — 1KB
• tm2429883d1_ex99-9img0001.jpg (GRAPHIC) — 37KB
• 0001104659-24-126518.txt ( ) — 934KB
• ctso-20241209.xsd (EX-101.SCH) — 3KB
• ctso-20241209_lab.xml (EX-101.LAB) — 33KB
• ctso-20241209_pre.xml (EX-101.PRE) — 22KB
• tm2429883d1_8k_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On December 9, 2024 the Company issued a press release announcing the rights offering described below in Item 8.01. A copy of the press release is attached as Exhibit 99.9 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.9 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item8.01. Other Events. On December 9, 2024, CytoSorbents Corporation (the "Company") announced a rights offering (the "Rights Offering"). The Rights Offering is being made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-281062) (the "Registration Statement"), the prospectus forming a part of the Registration Statement and the prospectus supplement relating the Rights Offering (the "Prospectus Supplement"), filed with the SEC on December 9, 2024. Copies of the prospectus and the related prospectus supplement will be mailed to all eligible stockholders and certain eligible warrantholders as of 5:00 p.m., New York City time, December 16, 2024, the Record Date, on or about December 16, 2024, and can also be accessed through the SEC's website at www.sec.gov or be obtained from the information agent, D.F. King & Co., Inc., by calling (800) 549-6864 (toll-free) or (212) 269-5550 (broker-dealers and nominees). Additional information regarding the Rights Offering is set forth in the prospectus and the related prospectus supplement. In connection with the Rights Offering, the Company is filing certain ancillary documents as Exhibits 4.1, 4.2, 4.3, 5.1, 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, and 99.8, to this Current Report on Form 8-K for the purpose of incorporating such items by reference as exhibits to the Registration Statement.

Forward Looking Statements

Forward Looking Statements This Current Report contains forward-looking the timing thereof, the Company's ability to complete the Rights Offering on the expected terms or at all, and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. All forward-looking statements speak only as of the date of this Current Report, and unless legally required, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to the Company's filings with the SEC, including its most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, for additional information about the risks and uncertainties related to the Company's business that may affect the forward-looking statements made in this Current Report. Not a Solicitation This Current Report does not constitute an offer to sell or a solicitation of an offer to buy the securities described above, and shall not constitute an offer, solicitation or sale, nor shall there be any sale of such securities of the Company in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Item9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 1.1 Dealer-Manager Agreement 4.1 Form of Subscription Right Warrant Certificate 4.2 Form of Series A Right Warrant Certificate 4.3 Form of Series B Right Warrant Certificate 5.1 Opinion of Morgan, Lewis & Bockius LLP, counsel to CytoSorbents Corporat

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. Date: December 9, 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