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CytoSorbents (NASDAQ: CTSO) falls below Nasdaq $35M value test, faces 180-day cure

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CytoSorbents Corporation reported that it received a notice from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires a minimum Market Value of Listed Securities of $35 million for the Nasdaq Capital Market.

The company has 180 calendar days, until December 28, 2026, to regain compliance by having its market value meet or exceed $35 million for at least 10 consecutive business days, subject to potential Nasdaq discretion. The notice does not immediately delist the stock, but failure to regain compliance could lead to a delisting determination, which the company could then appeal.

CytoSorbents is evaluating potential actions to regain compliance, including actively monitoring its market value and potentially increasing stockholders’ equity to at least $2.5 million as another route to satisfy Nasdaq’s continued listing standards. The filing notes there is no assurance the company will succeed in maintaining its Nasdaq Capital Market listing.

Positive

  • None.

Negative

  • Nasdaq compliance deficiency raises delisting risk: CytoSorbents received a notice that its Market Value of Listed Securities is below the $35 million minimum, creating a defined 180-day window and the possibility of Nasdaq Capital Market delisting if compliance is not restored.

Insights

Nasdaq compliance risk rises as CytoSorbents falls below the $35M value threshold.

Nasdaq’s notice means CytoSorbents currently fails the Market Value of Listed Securities test, which requires at least $35 million. The company now operates under a 180-day grace period ending on December 28, 2026, during which it must restore compliance.

To cure the deficiency, the market value of its common stock must reach or exceed $35 million for at least 10 consecutive business days. The company also mentions potentially meeting alternative criteria by raising stockholders’ equity to at least $2.5 million, highlighting a second pathway but not guaranteeing success.

If compliance is not regained by the deadline, Nasdaq may move to delist the shares, though CytoSorbents would have the right to appeal. Investors face elevated listing risk until either market value improves or equity is increased sufficiently, with the outcome depending on future corporate actions and market conditions.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Minimum Market Value of Listed Securities $35 million Nasdaq Listing Rule 5550(b)(2) requirement for continued listing
Compliance period length 180 calendar days Grace period granted under Nasdaq Listing Rule 5810(c)(3)(C)
Compliance deadline December 28, 2026 End of 180-day period to regain MVLS compliance
Alternative stockholders’ equity threshold $2.5 million Potential alternative Nasdaq continued listing standard cited by the company
Consecutive trading days requirement 10 business days Duration market value must meet or exceed $35 million to regain compliance
Market Value of Listed Securities financial
"the Company’s minimum Market Value of Listed Securities was below the minimum of $35 million"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
Nasdaq Listing Rule 5550(b)(2) regulatory
"not in compliance with Nasdaq Listing Rule 5550(b)(2) because the Company’s minimum Market Value of Listed Securities was below"
Nasdaq Capital Market market
"required for continued listing on the Nasdaq Capital Market (the “MVLS Requirement”)"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
stockholders equity financial
"such as by increasing its stockholders equity to at least $2.5 million"
delisting regulatory
"its securities are subject to delisting, at which point the Company may appeal"
Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.
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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): June 29, 2026

 

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)		   (IRS Employer
Identification No.)

 

305 College Road East

Princeton, New Jersey

   08540
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code (973) 329-8885

 

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value CTSO The Nasdaq Stock Market LLC
(Nasdaq Capital Market)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On June 29, 2026, CytoSorbents Corporation, a Delaware corporation (the “Company”), received a written notice (“Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(2) because the Company’s minimum Market Value of Listed Securities was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq has provided the Company with 180 calendar days, or until December 28, 2026 (the “Compliance Date”), to regain compliance with the MVLS Requirement. If the Company regains compliance with the MVLS Requirement, Nasdaq will provide written confirmation to the Company and close the matter.

 

The Notice does not result in the delisting of the Company’s common stock from the Nasdaq Capital Market. To regain compliance with the MVLS Requirement, the market value of the Company’s common stock must meet or exceed $35 million for a minimum of 10 consecutive business days during the 180-day grace period ending on the Compliance Date, unless the Staff exercises its discretion to extend this ten consecutive business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). The Company is evaluating potential actions to regain compliance with the MVLS Requirement and intends to actively monitor the market value of its listed securities. The Company may also, if appropriate, consider other options to regain compliance with Nasdaq’s continued listing standard such as by increasing its stockholders equity to at least $2.5 million.

 

In the event the Company does not regain compliance prior to the Compliance Date, the Company will receive written notification that its securities are subject to delisting, at which point the Company may appeal the delisting determination. There can be no assurance that the Company will be successful in maintaining its listing of its common stock on the Nasdaq Capital Market.

 

 

 

 

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: July 6, 2026 CYTOSORBENTS CORPORATION
     
  By: /s/ Dr. Phillip P. Chan
  Name: Dr. Phillip P. Chan
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq rule is CytoSorbents (CTSO) currently failing to meet?

CytoSorbents is not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires a minimum Market Value of Listed Securities of $35 million. Falling below this level triggered a formal notice from Nasdaq’s Listing Qualifications Department.

How long does CytoSorbents (CTSO) have to regain Nasdaq compliance?

The company has 180 calendar days, until December 28, 2026, to regain compliance. During this grace period, its market value must meet or exceed $35 million for at least 10 consecutive business days to satisfy Nasdaq’s continued listing standard.

What must CytoSorbents’ market value reach to satisfy Nasdaq’s MVLS requirement?

To meet Nasdaq’s Market Value of Listed Securities requirement, CytoSorbents’ common stock must have a market value of at least $35 million for a minimum of 10 consecutive business days. Achieving this during the 180-day period would restore compliance with Rule 5550(b)(2).

Does the Nasdaq notice immediately delist CytoSorbents (CTSO) stock?

The notice does not immediately delist CytoSorbents’ common stock from the Nasdaq Capital Market. It starts a 180-day cure period; only if compliance is not regained could Nasdaq move toward delisting, at which point the company may appeal the determination.

What other options might CytoSorbents use to meet Nasdaq listing standards?

CytoSorbents is evaluating potential actions and monitoring its market value. It may also consider increasing its stockholders’ equity to at least $2.5 million, which could satisfy an alternative Nasdaq continued listing standard if successfully achieved.

What happens if CytoSorbents does not regain Nasdaq compliance by December 28, 2026?

If compliance is not regained by the December 28, 2026 deadline, CytoSorbents expects to receive a notification that its securities are subject to delisting. The company would then have the opportunity to appeal Nasdaq’s delisting determination through established procedures.

Filing Exhibits & Attachments

3 documents

Other Documents