4//SEC Filing
Chan Phillip P. 4
Accession 0001104659-25-017619
CIK 0001175151other
Filed
Feb 25, 7:00 PM ET
Accepted
Feb 26, 7:27 PM ET
Size
10.3 KB
Accession
0001104659-25-017619
Insider Transaction Report
Form 4
Chan Phillip P.
DirectorInterim CEO
Transactions
- Exercise Out-of-Money
Common Stock
2025-02-24$1.13/sh+34,168$38,610→ 1,277,363 total - Exercise Out-of-Money
Series A Right Warrants (right to buy)
2025-02-24$1.13/sh−34,168$38,610→ 0 totalExercise: $1.13From: 2025-01-17Exp: 2025-02-24→ Common Stock (34,168 underlying)
Footnotes (7)
- [F1]On January 17, 2025, the Reporting Person exercised certain subscription rights certificates received pursuant to a rights offering (the "Rights Offering") with CytoSorbents Corporation (the "Issuer") whereby the Reporting Person received Units consisting of an aggregate of 90,832 (i) shares of Issuer's common stock, par value $0.001 per share (the "Common Stock"), (ii) Series A Warrants to purchase one share of Common Stock, and (iii) Series B Warrants to purchase one share of Common Stock, at a subscription purchase price of $1.00 per unit for an aggregate cost of $90,832. The Rights Offering closed on January 10, 2025 (the "Closing Date").
- [F2]The Series A Right Warrants exercise price was calculated as 90% of the 5-day volume weighted average price of the Issuer's Common Stock over the 5-trading days prior to the expiration date of the Series A Right Warrants, rounded down to the nearest whole cent but (x) not lower than $1.00 and (y) not higher than $2.00.
- [F3]Includes: (i) the following RSUs, which vest as to two-thirds of the award on the first year anniversary of the date of grant and one-third of the award on the second year anniversary of the date of grant, subject to the Reporting Person's continued service as of the applicable vesting date, and will settle into shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company upon vesting: 87,000 RSUs granted on July 7, 2023 and of which 29,000 RSUs remain unvested as of the date hereof;
- [F4](continued from footnote 3) (ii) the following RSUs that will be settled into shares of Common Stock upon vesting upon a "Change In Control" of the Company as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"): (a) 10,300 RSUs granted on March 15, 2018, (b) 18,700 RSUs granted on February 24, 2017, (c) 57,000 RSUs granted on June 7, 2016 and (d) 130,000 RSUs granted on April 8, 2015;
- [F5](continued from footnote 4) (iii) the following RSUs, which vest in equal parts on the first year anniversary of the date of grant and the second year anniversary of the date of grant, subject to the Reporting Person's continued service as of the applicable vesting date, and will settle into shares of Common Stock of the Company upon vesting: 96,000 RSUs granted on April 2, 2024 and remain unvested as of the date hereof; and
- [F6](continued from footnote 5) (iv) 936,363 shares of Common Stock owned by the Reporting Person.
- [F7]The Reporting Person's remaining 56,664 Series A Warrants expired unexercised on February 24, 2025.
Documents
Issuer
Cytosorbents Corp
CIK 0001175151
Entity typeother
Related Parties
1- filerCIK 0001442786
Filing Metadata
- Form type
- 4
- Filed
- Feb 25, 7:00 PM ET
- Accepted
- Feb 26, 7:27 PM ET
- Size
- 10.3 KB