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): April 11, 2017

 

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)   (I.R.S. Employer Identification No.)

 

7 Deer Park Drive, Suite K,

Monmouth Junction, New Jersey

  

 

08852

(Address of principal executive offices)   (Zip Code)

  

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

 

Not Applicable

(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))

 

 

 

 

Item 8.01.Other Events.

 

On April 11, 2017, CytoSorbents Corporation, a Delaware corporation (the “Company”), closed the sale of an additional 333,333 shares of the Company’s common stock, pursuant to the underwriters’ full exercise of the over-allotment option. The 30-day option was granted in connection with the Company’s follow-on offering of 2,222,222 shares of common stock which closed on April 5, 2017. The Company received gross proceeds of approximately $1,500,000 as a result of the exercise of the option, based on a public offering price of $4.50 per share.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description.
     
5.1   Opinion of DLA Piper LLP (US).
     
23.1   Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

 

 

 

 

 

SIGNATURES

 

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.

 

 

Dated:  April 11, 2017 CYTOSORBENTS CORPORATION
     
  By: /s/ Dr. Phillip P. Chan
  Name: Dr. Phillip P. Chan
  Title:

President and

Chief Executive Officer