Attached files
| file | filename |
|---|---|
| EX-99.1 - Cytosorbents Corp | v184119_ex99-1.htm |
| EX-10.2 - Cytosorbents Corp | v184119_ex10-2.htm |
| EX-10.1 - Cytosorbents Corp | v184119_ex10-1.htm |
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): May 5, 2010
CYTOSORBENTS
CORPORATION
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
Nevada
|
000-51038
|
98-0373793
|
|
(STATE
OR OTHER
JURISDICTION
OF
INCORPORATION
OR
ORGANIZATION)
|
(COMMISSION
FILE NO.)
|
(IRS
EMPLOYEE
IDENTIFICATION
NO.)
|
7
Deer Park Drive, Suite K
Monmouth
Junction, New Jersey 08852
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(732)
329-88853
(ISSUER
TELEPHONE NUMBER)
MEDASORB
TECHNOLOGIES CORPORATION
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Copies
to:
Eric
M. Stein, Esq.
Anslow
+ Jaclin, LLP
195
Route 9 South, Suite 204
Manalapan,
New Jersey 07726
(732)
409-1212
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))
Item
1.01 Entry into a Material Definitive
Agreement.
On May5,
2010, Cytosorbents Corporation (the “Company”) signed a
purchase agreement with Lincoln Park Capital Fund, LLC (“LPC”), an Illinois
limited liability company, together with a registration rights agreement,
whereby LPC has agreed to purchase up to $6 million of our common stock over a
25-month period (the “Purchase Agreement”
and “Registration
Rights Agreement”, respectively). Under the Registration
Rights Agreement, the Company agreed to file a registration statement related to
the transaction with the U.S. Securities & Exchange Commission (“SEC”) covering the
shares that may be issued to LPC under the Purchase Agreement. After
the SEC has declared effective the registration statement related to the
transaction, the Company will have the right over a 25-month period to sell our
shares of common stock to LPC in amounts between $50,000 and $750,000, depending
on certain conditions as set forth in the purchase agreement, for up to $6
million.
The
purchase price of the shares related to the future funding will be based on the
prevailing market prices of the Company’s shares at the time of sales without
any fixed discount, and the Company will control the timing and amount of any
sales of shares to LPC. LPC shall not have the right or the
obligation to purchase any shares of our common stock on any business day that
the price of our common stock is below $0.10.
In
consideration for entering into the $6 million Purchase Agreement, we issued to
LPC 1,153,846 shares of our common stock as a commitment fee and shall issue an
equivalent amount of shares pro rata as LPC purchases the $6
million. The common stock purchase agreement may be terminated by us
at any time at our discretion without any cost to us. There are no
negative covenants, restrictions on future fundings, penalties or liquidated
damages in the agreement. The proceeds received by the Company under
the common stock purchase agreement will be used to complete the European Sepsis
Trial, pursue CE Mark approval and commercialization of CytoSorb™, expand its
product pipeline and for general working capital purposes.
The
foregoing description of the Purchase Agreement and the Registration Rights
Agreement are qualified in their entirety by reference to the full text of the
common stock purchase agreement and the registration rights agreement, a copy of
each of which is attached hereto as Exhibit 10.1 and 10.2, respectively, and
each of which is incorporated herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity
Securities.
The
information contained above in Item 1.01 is hereby incorporated by
reference into this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
10.1
|
Purchase
Agreement, dated as of May 5, 2010, by and between the Company and Lincoln
Park Capital Fund, LLC.
|
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10.2
|
Registration
Rights Agreement, dated as of May5, 2010, by and between the Company and
Lincoln Park Capital Fund, LLC.
|
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99.1
|
Press
Release dated May10, 2010.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
Cytosorbents
Corporation
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||
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May
10, 2010
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By:
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/s/
Phillip Chan
|
|
Phillip
Chan
|
||
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Title:
Chief Executive
Officer
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