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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): June 12, 2025

 

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)		 (IRS Employer
Identification No.)

 

305 College Road East, Princeton, New Jersey

 08540
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:(732) 329-8885

 

 
(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.001 per share CTSO The Nasdaq Stock Market LLC (Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07Submission of Matters to a Vote of Security Holders

 

CytoSorbents Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 12, 2025. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

 

1.The election of five (5) directors to serve until the Company’s 2026 Annual Meeting of Stockholders, or until their respective successors are elected, except in the case of the death, resignation or removal of any director;

 

2.The approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K; and

 

3.The ratification of the appointment of WithumSmith+Brown, PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

 

At the close of business on April 17, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 62,610,376 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 40,071,481 shares of the Company’s Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

 

At the Annual Meeting, (i) the five (5) directors were elected, (ii) the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K, was approved, on a non-binding, advisory basis, and (iii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.

 

Proposal No. 1— Election of Directors

 

The vote with respect to the election of directors was as follows:

 

Nominees  For   Against   Abstain   Broker Non-Votes 
Dr. Phillip P. Chan   21,479,032    1,107,546    64,976    17,419,927 
Dr. Edward R. Jones   19,790,544    2,791,100    69,910    17,419,927 
Michael Bator   19,687,559    2,705,796    258,199    17,419,927 
Alan D. Sobel   19,313,170    3,319,370    19,014    17,419,927 
Jiny Kim   21,388,189    913,647    349,718    17,419,927 

 

Proposal No. 2 — Approval of the Compensation of the Company’s Named Executive Officers

 

The vote with respect to the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K was as follows:

 

For   Against  

Abstain

   Broker Non-Votes 
 18,189,951    1,720,512    2,741,091    17,419,927 

 

Proposal No. 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The vote with respect to the ratification of the appointment of WithumSmith+Brown, PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was as follows:

 

For   Against   Abstain 
 39,485,868    553,680    31,933 

 

 

 

SIGNATURE

 

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.

 

June 13, 2025 CytoSorbents Corporation
   
   
  By: /s/ Dr. Phillip P. Chan
    Name: Dr. Phillip P. Chan
    Title: Chief Executive Officer