CytoSorbents Announces Rights Offering
CTSO 12.09.2024
About Gravity Analytica
Investors who hold or have bought CTSO stock at the close of Nasdaq trading on
All net proceeds from the offering will go to the Company and be used for general corporate purposes and to satisfy a debt covenant where proceeds of
Each Subscription Right will provide the stockholder the opportunity, but not the obligation, to purchase a Unit at a Unit subscription price of
- One share of common stock.
- One Series A Right Warrant to purchase an additional share of common stock 45 days from the initial Unit subscription closing date, or
February 24, 2025 , at an exercise price that is 90% of the 5-day volume weighted average price prior toFebruary 24th , but no lower than$1.00 and no higher than$2.00 , irrespective of the share price at the time. - One Series B Right Warrant to purchase an additional share of common stock 90 days from the initial unit subscription closing date, or
April 10, 2025 , at an exercise price that is 90% of the 5-day volume weighted average price prior toApril 10th , but no lower than$2.00 and no higher than$4.00 , irrespective of the share price at the time.
A short presentation on this Rights Offering has been filed with the
A maximum of 6.25 million Units will be offered by the Company, and an additional 6.25 million common shares will be reserved for the exercise of the short-term Right Warrants. Once all 12.5 million shares are issued, all outstanding and unexercised Subscription Rights and Series A and B Right Warrants comprising the Units will expire worthless.
We will fill all exercised basic Subscription Rights first. Should basic subscriptions exceed available Units, we will allocate the Units pro-rata among stockholders based on their individual exercise of basic Subscription Rights in proportion to the total number of basic Subscription Rights exercised.
Stockholders who exercise their respective full basic Subscription Rights will also have oversubscription privileges giving them the option to subscribe for any Units that remain unsubscribed at the expiration of the Subscription Rights. If the number of Units remaining after the exercise of all basic Subscription Rights is not sufficient to satisfy all requests for Units pursuant to this oversubscription privilege, we will allocate the available Units pro rata among holders with oversubscription privileges in proportion to the number of oversubscription Units for which they have subscribed.
The Company expects that the information agent for the Rights Offering will mail Subscription Rights certificates and a copy of the prospectus and prospectus supplement for the offering to stockholders as of the record date beginning on or about
The Rights Offering will be made pursuant to CytoSorbents’ effective shelf registration statement on Form S-3(File No. 333-281062), and a related prospectus supplement containing the detailed terms of the Rights Offering to be filed with the SEC. The information in this press release is not complete and is subject to change. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The Rights Offering will be made only by means of a prospectus and a related prospectus supplement. Copies of the prospectus and related prospectus supplement, when they become available, will be distributed to all eligible stockholders as of the Rights Offering record date and may also be obtained free of charge at the website maintained by the SEC atwww.sec.govor by contacting the information agent for the Rights Offering.
About
CytoSorbents’ lead product,CytoSorb®, is approved in the European Union and distributed in 76 countries worldwide, with more than a quarter million devices used cumulatively to date. CytoSorb was originally launched in the European Union under CE mark as thefirst cytokine adsorber. Additional CE mark extensions were granted forbilirubin and myoglobin removalin clinical conditions such as liver disease and trauma, respectively, and forticagrelorandrivaroxabanremoval in cardiothoracic surgery procedures. CytoSorb has also receivedFDA Emergency Use Authorizationin the United States for use in adult critically ill COVID-19 patients with impending or confirmed respiratory failure, to reduce pro-inflammatory cytokine levels. CytoSorb is not yet approved in the United States.
In the
The Company has numerous marketed products and products under development based upon this unique blood purification technology protected by many issued U.S. and international patents and registered trademarks, and multiple patent applications pending, including ECOS-300CY®, CytoSorb-XLTM, HemoDefend-RBCTM, HemoDefend-BGATM, VetResQ®, K+ontrolTM, DrugSorbTM, ContrastSorb, and others. For more information, please visit the Company’s website athttps://ir.cytosorbents.com/or follow us onFacebookandX.
Forward-Looking Statements
This press release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, future targets and outlooks for our business, representations and contentions, and the outcome of our regulatory submissions, and are not historical facts and typically are identified by use of terms such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements in this press release represent management’s current judgment and expectations, but our actual results, events and performance could differ materially from those in the forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in our Annual Report on Form 10-K, filed with the
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Source: CytoSorbents