Cytosorbents Corp 8-K, filed Sep 8, 2026
Cytosorbents Corp (CTSO)
About this 8-K
Cytosorbents Corp filed this 8-K on September 8, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 3, 2026, CytoSorbents Corporation (the “Company”) announced that it would effect a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share (the “Common Stock”). The Reverse Stock Split was approved by the shareholders of the Company at the 2026 Annual Meeting of Stockholders, held on August 13, 2026, with the final ratio to be determined thereafter and within the shareholder-approved range by the Company’s board of directors (the “Board”).
The number of shares of the Company’s Common Stock outstanding prior to the Reverse Stock Split as of September 3, 2026, was 63,022,020. On September 3, 2026, the Company filed a certificate of amendment to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, with an effective date of September 8, 2026 (the “Effective Date”). The Reverse Stock Split became effective at 12:01 a.m. E.T. on September 8, 2026 (the “Effective Time”).
Upon effectiveness of the Reverse Stock Split, every twenty (20) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split resulted in a proportionate reduction in the number of shares of Common Stock issuable upon the exercise of the Company’s outstanding options and warrants, with a corresponding adjustment to the exercise price per share applicable to each such option and warrant. These adjustments occurred automatically upon effectiveness of the Reverse Stock Split. The Reverse Stock Split did not change the Company’s total number of authorized shares of Common Stock.
No fractional shares were issued as a result of the Reverse Stock Split. Shareholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split were entitled to have such fractional share rounded up to the nearest whole share.
Equiniti Trust Company, LLC, is acting as exchange agent for the Reverse Stock Split and will notify shareholders of record regarding the Reverse Stock Split. Shareholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) are not required to take any action.
Commencing on September 8, 2026, trading of the Company’s Common Stock will continue on The Nasdaq Stock Market LLC on a split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 23283X305.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 9.01 Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of the Company, effective September 8, 2026 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: September 8, 2026 | CYTOSORBENTS CORPORATION | |
| By: | /s/ Dr. Phillip P. Chan | |
| Name: | Dr. Phillip P. Chan | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CYTOSORBENTS CORPORATION
CytoSorbents Corporation, a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
FIRST: At the Effective Time (as defined below), each share of the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each twenty (20) shares of Old Common Stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock, $0.001 par value per share, of the Corporation (the “New Common Stock”), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation (the “Reverse Stock Split”). The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock. Each stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock shall thereafter, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been combined, subject to the treatment of fractional shares as described above.”
SECOND: The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: This Certificate of Amendment shall be effective as of 12:01 AM Eastern Time on September 8, 2026 (the “Effective Time”).
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name and on its behalf by its duly authorized officer this 3rd day of September, 2026.
| CYTOSORBENTS CORPORATION | ||
| By: | /s/ Dr. Phillip P. Chan | |
| Name: | Dr. Phillip P. Chan | |
| Title: | Chief Executive Officer | |
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