Cytosorbents director disposes 145,757 shares and receives 22K options

Rhea-AI Filing Summary

Alan D. Sobel, a director of Cytosorbents Corp (CTSO), reported a substantial disposition and new option grant. The filing shows a disposal of 145,757 shares of Common Stock on 08/08/2025. That disposed amount comprises 69,300 RSUs (grants from 2015–2018 that settle into shares upon a Change in Control) and 76,457 shares owned directly by the reporting person.

Separately, Sobel was granted 22,000 stock options at a $1 exercise price on 08/08/2025; those options vest in four equal quarterly installments over one year and expire on 08/08/2035. The report also notes 2,000 shares held indirectly in the Bernard Sobel Revocable Trust for which he is trustee and beneficiary.

Positive

• 22,000 stock options granted at a $1 exercise price, vesting quarterly over one year, aligning potential future upside with service
• 69,300 RSUs remain structured to settle upon a Change in Control, preserving conditional long‑term value rather than immediate cash proceeds

Negative

• Disposal of 145,757 shares on 08/08/2025, which materially reduced the reporting person's direct beneficial ownership
• Options and RSUs create potential dilution for existing shareholders if exercised or settled, though exercisability is time‑restricted

Insights

Securities Analyst

TL;DR Director disposed of 145,757 shares while receiving a 22,000-option grant that vests over one year.

The simultaneous large disposition and option grant are both material to the reporting person’s ownership profile. The filing explicitly ties 69,300 RSUs to change-in-control settlement and confirms 76,457 directly owned shares were part of the disposed amount. The 22,000 options have a $1 exercise price, vest quarterly over one year, and expire in 2035, which creates potential future dilution but delays exercisability and cash inflow for the holder.

Corporate Governance Expert

TL;DR The filing documents a sizable sale of both vested shares and RSU-related holdings plus a time‑vesting option grant.

From a governance perspective, the RSUs only convert on a Change in Control, so those shares remain conditionally restricted. The 2,000 shares in the Bernard Sobel Revocable Trust are reported as indirect beneficial ownership. The mix of immediate dispositions and new, time‑based equity awards is a routine executive compensation outcome but is material to insider alignment and public disclosure requirements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sobel Alan D.

(Last) (First) (Middle)

C/O CYTOSORBENTS CORPORATION

305 COLLEGE ROAD EAST

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								145,757(1)	D
Common Stock								2,000	I	Bernard Sobel Revocable Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1	08/08/2025		A		22,000		(3)	08/08/2035	Common Stock	22,000	$0	22,000	D

Explanation of Responses:

1. Includes (i) the following restricted stock units ("RSUs") that will be settled into Common Stock upon vesting upon a "Change in Control" of the Company, as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"): (a) 3,300 RSUs granted on March 15, 2018, (b) 6,000 RSUs granted on February 24, 2017, (c) 5,000 RSUs granted on June 7, 2016, and (d) 55,000 RSUs granted on April 8, 2015 and (ii) 76,457 shares of Common Stock owned directly by the Reporting Person.

2. These shares are held in the Bernard Sobel Revocable Trust (the "Trust"), for which the Reporting Person is a trustee and a named beneficiary. Accordingly, the Reporting Person may be deemed the beneficial owner of the shares held in the Trust.

3. The stock options were granted pursuant to the Plan. The shares underlying the stock options will vest in four (4) equal quarterly installments over a period of one year following the date of grant, subject to the reporting person's continued service as of the applicable vesting date.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Peter J. Mariani attorney-in-fact Alan D. Sobel	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the CTSO Form 4 filed by Alan D. Sobel report?

The filing reports a disposition of 145,757 common shares, a 22,000-option grant at a $1 exercise price, and 2,000 indirect shares held in a revocable trust.

How are the 145,757 shares broken down in the CTSO filing?

The 145,757 shares consist of 69,300 RSUs (grants from 2015–2018 that settle on a Change in Control) and 76,457 shares owned directly by the reporting person.

What are the terms of the 22,000 stock options reported for CTSO?

The options were granted on 08/08/2025 with a $1 exercise price, vest in four equal quarterly installments over one year, and expire on 08/08/2035.

Does Alan Sobel have indirect ownership in CTSO?

Yes. The filing discloses 2,000 shares held in the Bernard Sobel Revocable Trust, for which he is trustee and a named beneficiary.

Do the RSUs reported by CTSO vest immediately?

No. The RSUs listed in the filing vest into common stock only upon a Change in Control as defined under the company's long‑term incentive plan.