STOCK TITAN

CytoSorbents enacts 1-for-20 reverse stock split

CytoSorbents effected a 1-for-20 reverse stock split, keeping authorized shares unchanged and trading continuing on Nasdaq on a split-adjusted basis.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CytoSorbents Corporation (CTSO) implemented a 1-for-20 reverse stock split of its common stock, effective at 12:01 a.m. E.T. on September 8, 2026. As of September 3, 2026, there were 63,022,020 shares of common stock outstanding that became subject to this reclassification.

Every twenty previously issued and outstanding shares of common stock were automatically reclassified into one share, with no change to the $0.001 par value and no change to the total number of authorized shares. Fractional entitlements were rounded up to the nearest whole share, and outstanding options and warrants were proportionately adjusted in both share amount and exercise price. Trading continues on Nasdaq on a split-adjusted basis under CTSO, with a new CUSIP of 23283X305.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Reverse stock split ratio 1-for-20 Every twenty shares of common stock reclassified into one share at the effective time
Shares outstanding prior to reverse split 63,022,020 shares Common stock outstanding as of September 3, 2026, before the reverse stock split
Effective date September 8, 2026 Date the certificate of amendment and reverse stock split became effective
Effective time 12:01 a.m. E.T. Time on September 8, 2026 when the reverse stock split became effective
New CUSIP number 23283X305 CUSIP for CytoSorbents common stock following the reverse stock split
Par value per share $0.001 Par value of CytoSorbents’ common stock, unchanged by the reverse split
reverse stock split financial
"announced that it would effect a one-for-twenty (1:20) reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
par value financial
"its common stock, par value $0.001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
Certificate of Amendment regulatory
"filed a certificate of amendment to amend the Company’s Second Amended"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
exchange agent financial
"Equiniti Trust Company, LLC, is acting as exchange agent for the Reverse"
An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.
book-entry form financial
"Shareholders who hold their shares in book-entry form or in “street name”"
A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

FAQ

What reverse stock split did CTSO implement on September 8, 2026?

CytoSorbents implemented a 1-for-20 reverse stock split of its common stock, effective at 12:01 a.m. E.T. on September 8, 2026. Every twenty shares outstanding immediately before that time were automatically reclassified into one share.

How many CTSO shares were outstanding before the reverse stock split?

Before the reverse stock split, CytoSorbents had 63,022,020 shares of common stock outstanding as of September 3, 2026. These shares became subject to the 1-for-20 reclassification at the effective time.

Did the CTSO reverse stock split change authorized shares or par value?

The reverse stock split did not change CytoSorbents’ total number of authorized common shares and did not change the $0.001 par value per share. Only the number of issued and outstanding shares and related option and warrant terms were adjusted.

How were fractional CTSO shares handled in the reverse split?

No fractional shares were issued. Shareholders otherwise entitled to a fractional share in the reverse stock split were rounded up to the nearest whole share, simplifying post-split holdings.

How does the CTSO reverse split affect options and warrants?

The reverse stock split caused a proportionate reduction in the number of shares of common stock issuable upon exercise of outstanding options and warrants, with a corresponding adjustment to the exercise price per share for each such option and warrant.

What happens to CTSO trading and CUSIP after the reverse split?

From September 8, 2026, CytoSorbents’ common stock continues trading on The Nasdaq Stock Market LLC on a split-adjusted basis. The new CUSIP number for the common stock is 23283X305.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false --12-31 0001175151 0001175151 2026-09-08 2026-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

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): September 8, 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 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

 

 

 

Filing Exhibits & Attachments

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