CytoSorbents Corporation (NASDAQ: CTSO), a leader in the treatment
of life-threatening conditions in the intensive care unit and
cardiac surgery using blood purification, announced today that the
Company closed the subscription period of its previously announced
rights offering (the “Rights Offering”) at 5:00 PM EST on January
10, 2025. The Company raised aggregate gross proceeds of $6,250,000
from the sale of all 6,250,000 Units reserved for the Rights
Offering. Participants in the Rights Offering received Units, each
Unit comprising of one share of common stock of the Company, one
Series A Right Warrant to purchase one share of common stock, and
one Series B Right Warrant to purchase one share of common stock.
The Right Warrants, as discussed below, will provide additional
opportunity to purchase up to an additional 6,250,000 shares of
common stock.
The Rights Offering was oversubscribed by 68%
with total demand of 10,514,896 Units, including the exercise of
both basic subscription rights and oversubscriptions. The
leadership team and the Board of Directors of the Company are
estimated to have subscribed for approximately 450,000 of the total
Units prior to any pro rata adjustment. Subscribers of basic
subscription rights in the Rights Offering will be allocated Units
based upon their pro-rata share of 6,250,000 available Units. There
will be no oversubscriptions filled. The Unit Subscription Price
paid for unfilled basic subscription and oversubscription amounts
will be refunded to subscribers without interest or penalty
(subject to the rounding of the amount so applied to the nearest
whole cent).
Proceeds from the closing of the subscription
period satisfy a debt covenant which allows for $5.0 million of
restricted cash on CytoSorbents’ balance sheet to now become
unrestricted, and available for use. As a result, the Company’s
balance sheet has been strengthened with an increase of net
liquidity available to the Company of approximately $10.8 million,
net of related offering fees.
“We are pleased with the successful conclusion
of the Rights Offering, which strengthens our balance sheet with
liquidity to continue to drive innovation and execution in our core
international business while we pursue U.S. and Canadian approval
and launch of DrugSorb-ATR in 2025,” commented Dr. Phillip Chan,
Chief Executive Officer of CytoSorbents. “We are grateful to our
shareholders for their strong support and thank them for their
confidence in our vision, our progress, and the growing momentum of
our therapies in transforming the treatment of critically ill and
cardiac surgery patients worldwide.”
Estimated Pro-Forma December 31, 2024
Cash Balance and Q4 2024 Cash Burn
The pro forma balance of estimated cash, cash
equivalents, and restricted cash on December 31, 2024, after giving
effect to the Rights Offering as if it had occurred on December 31,
2024, would have been approximately $15.4 million, including
unrestricted cash of $13.9 million.
Excluding the effect of the Rights Offering
financing, the Company had preliminary, estimated, unaudited cash,
cash equivalents and restricted cash on December 31, 2024 of
approximately $9.6 million, including unrestricted cash of $3.1
million. This compares to $12.2 million on September 30, 2024,
including unrestricted cash of $5.7 million, reflecting
approximately $2.6 million of cash used in the fourth quarter of
2024, compared to $2.7 million used in the third quarter of
2024.
The estimates of cash, cash equivalents, and restricted cash, as
of December 31, 2024, and the estimate of cash burn for the fourth
quarter ended December 31, 2024, disclosed in this press release
are preliminary and unaudited. The Company expects to report full,
audited results for the fourth quarter and year ended December 31,
2024, on March 6, 2025.
The Right Warrants
The Right Warrants are exercisable commencing on
their date of issuance and the exercise price shall be equal to (i)
in the case of the Series A Right Warrants, 90% of the 5-day volume
weighted average price of our Common Stock over the last 5-trading
days prior to the expiration date of the Series A Right Warrants on
February 24, 2025, rounded down to the nearest whole cent but (x)
not lower than $1.00 and (y) not higher than $2.00, and (ii) in the
case of the Series B Right Warrants, 90% of the 5-day volume
weighted average price of our Common Stock over the last 5-trading
days prior to the expiration date of the Series B Right Warrants on
April 10, 2025, rounded down to the nearest whole cent but (x) not
lower than $2.00 and (y) not higher than $4.00.
Exercise of the Right Warrants require
additional investment separate from the purchase of the Units.
6,250,000 shares of common stock remain reserved for exercise of
the Right Warrants, after which any remaining unexercised Right
Warrants will immediately expire worthless. The Right Warrants are
transferable until they have expired.
Management Hosting Investor Meetings In
San Francisco This Week
Management is hosting in-person investor
meetings in San Francisco alongside the 43rd Annual J.P. Morgan
Healthcare Conference being held January 13-16, 2025, in San
Francisco, CA. ICR Healthcare is coordinating meetings on the
Company’s behalf. Although availability is now limited, to schedule
a meeting with Dr. Phillip Chan - Chief Executive Officer and Peter
J. Mariani - Chief Financial Officer, please send requests to ICR
Healthcare at ir@cytosorbents.com.
Biotech Showcase™ 2025
Additionally, Dr. Phillip Chan will participate in a panel
discussion at Biotech Showcase™ 2025 on Wednesday, January 15,
2025. Details are as follows:
Panel: |
The Need for Novel Responses to Disease Threat(s) in a
Fast-Changing World: A Q&A with Government, NGO and Industry
Participants |
Location: |
Hilton San Francisco Union SquareYosemite C |
Time: |
8:00-9:00 AM PST |
Registration: |
https://informaconnect.com/biotech-showcase/registration-options/ |
About Moody Capital Solutions,
Inc.
For nearly 40 years, Moody Capital
Solutions Inc. has operated as an investment bank, focusing on
private placements, mergers & acquisitions, corporate advisory,
divestitures, spin-outs and best-efforts underwritings. The
investment bankers at Moody Capital pride themselves on
their ability to bring together the necessary resources to solve
most of the complex capital and treasury issues facing companies in
a thoughtful and focused manner. Moody Capital Solutions, Inc.
is a member of FINRA/SIPC.
About CytoSorbents Corporation
(NASDAQ: CTSO)
CytoSorbents Corporation is a leader in the
treatment of life-threatening conditions in the intensive care unit
and cardiac surgery through blood purification. CytoSorbents’
proprietary blood purification technologies are based on
biocompatible, highly porous polymer beads that can actively remove
toxic substances from blood and other bodily fluids by pore capture
and surface adsorption. Cartridges filled with these beads can be
used with standard blood pumps already in the hospital (e.g.
dialysis, ECMO, heart-lung machines). CytoSorbents’ technologies
are used in a number of broad applications. Specifically, two
important applications are 1) the removal of blood thinners during
and after cardiothoracic surgery to reduce the risk of severe
bleeding and 2) the removal of inflammatory agents in common
critical illnesses such as sepsis, burn injury, trauma, lung
injury, liver failure, cytokine release syndrome, and pancreatitis
that can lead to massive inflammation, organ failure and patient
death. In these diseases, the risk of death can be extremely high,
and there are few, if any, effective treatments.
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 the first cytokine
adsorber. Additional CE mark extensions were granted for bilirubin
and myoglobin removal in clinical conditions such as liver disease
and trauma, respectively, and
for ticagrelor and rivaroxaban removal in
cardiothoracic surgery procedures. CytoSorb has also
received FDA Emergency Use Authorization in 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 U.S. and Canada, CytoSorbents is
developing the DrugSorb™-ATR antithrombotic removal system, an
investigational device based on an equivalent polymer technology to
CytoSorb, to reduce the severity of perioperative bleeding in
high-risk surgery due to blood thinning drugs. It has received
two FDA Breakthrough Device Designations: one for the removal
of ticagrelor and another for the removal of the direct
oral anticoagulants (DOAC) apixaban and rivaroxaban in a
cardiopulmonary bypass circuit during urgent cardiothoracic
procedures. In September 2024, the Company submitted a De Novo
medical device application to the U.S. FDA requesting marketing
approval to reduce the severity of perioperative bleeding in CABG
patients on the antithrombotic drug ticagrelor, which was accepted
for substantive review in October 2024. In November 2024, the
Company received its Medical Device Single Audit Program (MDSAP)
certification and submitted its Medical Device License (MDL)
application to Health Canada. DrugSorb-ATR is not yet granted or
approved in the United States and Canada, respectively.
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-XL™,
HemoDefend-RBC™, HemoDefend-BGA™, VetResQ®, K+ontrol™, DrugSorb™,
ContrastSorb, and others. For more information, please visit the
Company’s website at https://ir.cytosorbents.com/ or follow us
on Facebook and X.
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, the anticipated benefits of
the Rights Offering, 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 SEC on March 14, 2024, as updated by the risks reported in our
Quarterly Reports on Form 10-Q, and in the press releases and other
communications to shareholders issued by us from time to time which
attempt to advise interested parties of the risks and factors which
may affect our business. We caution you not to place undue reliance
upon any such forward-looking statements. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise, other than as required under the Federal securities
laws.
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U.S. Company Contact:Peter J. Mariani Chief
Financial Officerpmariani@cytosorbents.com
Investor Relations Contact:Aman Patel, CFA
Investor Relations, ICR Healthcare (443)
450-4191ir@cytosorbents.com
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