Form 4 for CTSO Cytosorbents Corp
Accepted 2025-01-22 00:00:00 ET · period of report 2025-01-17 · accession 0001104659-25-005352 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-01-22 | 2025-01-17 | CTSO | MARIANI PETER J | CFO | X - OptEx | $1.00 | +32.6K | 434.0K | +8% | +$32.6K |
| DM | 2025-01-22 | 2025-01-17 | CTSO | MARIANI PETER J | CFO | J - Other | — | +65.2K | 32.6K | New | — |
| D | 2025-01-22 | 2025-01-17 | CTSO | MARIANI PETER J | CFO | X - OptEx | $0.00 | -32.6K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-01-17 | X | A | 32,625 | $1.00 | 433,988 | D | — | — | (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 32,625 (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 $32,625. The Rights Offering closed on January 10, 2025 (the "Closing Date"). (F4) (continued from footnote 3) (c) 175,000 RSUs, which will be settled into Common Stock upon a "Change In Control" of the Issuer, as defined in the Reporting Person's Employment Agreement, subject to the Reporting Person's continued service as of the applicable vesting date; and (F3) (continued from footnote 2) (b) 65,000 RSUs, which shall vest as to one-half of the award on each of the first and second anniversaries of the date of grant, subject to the Reporting Person's continued service as of the applicable vesting date and will be settled into Common Stock upon vesting; (F5) (continued from footnote 4) (d) 83,988 shares of Common Stock owned by the Reporting Person. (F2) Includes (a) 110,000 restricted stock units ("RSUs"), which will be settled into the Issuer's common stock, par value $0.001 per share (the "Common Stock"), upon vesting upon the earlier of (i) a "Change In Control" of the Issuer, as defined in the Reporting Person's employment agreement (the "Employment Agreement"), or (ii) the fourth anniversary from the date of grant, subject to the Reporting Person's continued service as of the applicable vesting date; |
| 2 | Derivative | Series A Right Warrants | 2025-01-17 | J | A | 32,625 | — | 32,625 | D | — · 2025-01-17 to 2025-02-24 | 32,625 Common Stock | (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 32,625 (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 $32,625. The Rights Offering closed on January 10, 2025 (the "Closing Date"). (F6) The Series A Right Warrants exercise price shall be equal to 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. (F7) The Series A Right Warrants expire 45 calendar days following the Closing Date. |
| 3 | Derivative | Subscription Rights (right to buy) | 2025-01-17 | X | D | 32,625 | $0.00 | 0 | D | $1.00 · 2024-12-09 to 2025-01-10 | 32,625 Common Stock | |
| 4 | Derivative | Series B Right Warrants | 2025-01-17 | J | A | 32,625 | — | 32,625 | D | — · 2025-01-17 to 2025-04-10 | 32,625 Common Stock | (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 32,625 (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 $32,625. The Rights Offering closed on January 10, 2025 (the "Closing Date"). (F8) The Series B Right Warrants exercise price shall be equal to 90% of the 5-day volume weighted average price of our Common Stock over the 5-trading days prior to the expiration date of the Series B Right Warrants, rounded down to the nearest whole cent but (x) not lower than $2.00 and (y) not higher than $4.00. (F9) The Series B Right Warrants expire 90 calendar days following the Closing Date. |