Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 18,
2010
CYTOSORBENTS
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-51038
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98-0373793
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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7
Deer Park Drive, Suite K
Monmouth
Junction, New Jersey 08852
(Address
of principal executive office) (Zip Code)
(732)
329-8885
Registrant’s
telephone number, including area code:
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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13c-4(c))
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Item 1.01 Entry into a
Material Definitive Agreement.
On August
18, 2010, we issued Convertible Notes to certain accredited investors in the
aggregate principal amount of $800,000 (the “Convertible Notes”). The
Convertible Notes accrue interest at the rate of 8% per annum and mature on
August 18, 2012.
The
investors will be repaid in equity of the Company, not cash. During
the term of the Convertible Notes, investors may at any time and at their sole
option convert outstanding principal and interest into Common Stock of the
Company at a rate of $0.10 per share. In addition, during the term of
the Note, should the Company complete any subsequent financing, debt or equity,
in an aggregate amount greater or equal to $750,000, which includes any equity
component or the right to convert into equity, the investor shall have the
option to exchange any outstanding principal and interest of the Note into the
new financing.
Additionally,
each investor shall receive 100% warrant coverage in the form of five year
warrants to purchase that number of shares of common stock as follows: that
number of shares of Common Stock equal to the quotient obtained by dividing (x)
50% of the Principal, by (y) $0.10, with the resulting number of shares having
an exercise price equal to $0.10 per share of Common Stock, plus that number of
shares of Common Stock equal to the quotient obtained by dividing (x) 25% of the
Principal, by (y) $0.125, with the resulting number of shares having an exercise
price equal to $0.125 per share of Common Stock, plus that number of shares of
Common Stock equal to the quotient obtained by dividing (x) 25% of the
Principal, by (y) $0.15, with the resulting number of shares having an exercise
price equal to $0.15 per share of Common Stock. The warrants have a
cashless exercise provision.
If during
the term of the Convertible Notes, the Company has an equity financing of less
than $750,000 that values the Company on a pre-money basis at or below $35
million on a fully-diluted basis, each investor will have a right of first
refusal to participate in the financing.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 hereof is incorporated by reference into this
Item 3.02. The
Notes and the Warrants were issued in reliance on exemptions from registration
under Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D
promulgated under the Act. These transactions qualified for exemption
from registration because among other things, the transactions did not involve a
public offering, each investor was an accredited investor and/or qualified
institutional buyer, each investor had access to information about the Company
and their investment, each investor took the securities for investment and not
resale, and the Company took appropriate measures to restrict the transfer of
the securities.
Item
9.01 Financial Statement and Exhibits
(a)
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Financial
Statements.
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None
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(b)
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Pro
Forma Financial Information
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None
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(c)
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Shell
Company Transactions
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None
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(d)
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Exhibit Number
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Description
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10.1
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Form
of Convertible Note dated August 18, 2010.
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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.
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CytoSorbents
Corporation
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By:
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/s/
David Lamadrid
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Name:
David Lamadrid
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Title:
Chief Financial Officer
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Dated:
August 25, 2010