| As filed with the Securities and Exchange Commission on October 8, 2015 | Registration No. 333-203244 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYTOSORBENTS CORPORATION
(Exact name of registrant as specified in its charter)
|
Delaware |
98-0373793 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
7 Deer Park Drive, Suite K
Monmouth Junction, New Jersey 08852
(Address of Principal Executive Offices)
CytoSorbents Corporation 2014 Long-Term Incentive Plan
(Full title of the plan)
Phillip Chan, MD
President and Chief Executive Officer
CytoSorbents Corporation
7 Deer Park Drive, Suite K
Monmouth Junction, New Jersey 08852
(732) 329-8885
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
David C. Schwartz, Esq.
DLA Piper LLP (US)
51 John F. Kennedy Parkway, Suite 120
Short Hills, New Jersey 07078
(973) 520-2550
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
| (Do not check if a smaller reporting company) |
EXPLANATORY NOTE TO
POST EFFECTIVE AMENDMENT NO.1 TO
FORM S-8 REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-8 of CytoSorbents Corporation, Registration No. 333-203244, is being filed with the Securities and Exchange Commission solely to replace Exhibit 99.1 and to correct the exhibit index. This Amendment is not intended to amend or delete any part of the Registration Statement except as specifically noted herein.
ITEM 8. EXHIBITS.
| Exhibit Number | Item | |
| Exhibit 4.1 | First Amended and Restated Certificate of Incorporation, dated December 3, 2014, incorporated by reference from Exhibit 3(i).4 to the Registrant’s Current Report on Form 8-K as filed with the Commission on December 4, 2014. | |
| Exhibit 4.2 | Bylaws of the Company, incorporated by reference from Exhibit 3(ii).1 to the Registrant’s Current Report on Form 8-K as filed with the Commission on December 4, 2014. | |
| Exhibit 5.1 | Legal Opinion of DLA Piper LLP (US).* | |
| Exhibit 23.1 | Consent of WithumSmith+Brown, PC. | |
| Exhibit 23.2 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1).* | |
| Exhibit 24.1 | Power of Attorney.* | |
| Exhibit 99.1 | CytoSorbents Corporation 2014 Long-Term Incentive Plan. | |
| Exhibit 99.2 | Forms of Incentive Stock Option Notice and Incentive Stock Option Agreement under the CytoSorbents Corporation 2014 Long-Term Incentive Plan.* | |
| Exhibit 99.3 | Forms of Nonstatutory Stock Option Notice and Nonstatutory Stock Option Agreement under the CytoSorbents Corporation 2014 Long-Term Incentive Plan.* | |
| Exhibit 99.4 | Forms of Restricted Stock Agreement under the CytoSorbents Corporation 2014 Long-Term Incentive Plan.* |
*Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Monmouth Junction, New Jersey, on October 8, 2015.
| CYTOSORBENTS CORPORATION | ||
| By: | /s/ Dr. Phillip P. Chan | |
| Dr.
Phillip P. Chan President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Capacity | Date | ||
| /s/ Dr. Phillip P. Chan | Chief Executive Officer | October 8, 2015 | ||
| Dr. Phillip P. Chan | (Principal Executive Officer) and Director | |||
| /s/ Kathleen P. Bloch | Chief Financial Officer | October 8, 2015 | ||
| Kathleen P. Bloch | (Principal Financial and Accounting Officer) | |||
| * | Chairman of the Board | October 8, 2015 | ||
| Al Kraus | ||||
| * | Director | October 8, 2015 | ||
| Edward R. Jones | ||||
| /s/ Michael G. Bator | Director | October 8, 2015 | ||
| Michael G. Bator | ||||
| * | Director | October 8, 2015 | ||
| Alan D. Sobel |
*By: /s/ Dr. Phillip P. Chan
Dr. Phillip P. Chan
Attorney-in-fact
*By: /s/ Kathleen P. Bloch
Kathleen P. Bloch
Attorney-in-fact
EXHIBIT INDEX
| Exhibit Number | Item | |
| Exhibit 4.1 | First Amended and Restated Certificate of Incorporation, dated December 3, 2014, incorporated by reference from Exhibit 3(i).4 to the Registrant’s Current Report on Form 8-K as filed with the Commission on December 4, 2014. | |
| Exhibit 4.2 | Bylaws of the Company, incorporated by reference from Exhibit 3(ii).1 to the Registrant’s Current Report on Form 8-K as filed with the Commission on December 4, 2014. | |
| Exhibit 5.1 | Legal Opinion of DLA Piper LLP (US).* | |
| Exhibit 23.1 | Consent of WithumSmith+Brown, PC. | |
| Exhibit 23.2 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1).* | |
| Exhibit 24.1 | Power of Attorney.* | |
| Exhibit 99.1 | CytoSorbents Corporation 2014 Long-Term Incentive Plan. | |
| Exhibit 99.2 | Forms of Incentive Stock Option Notice and Incentive Stock Option Agreement under the CytoSorbents Corporation 2014 Long-Term Incentive Plan.* | |
| Exhibit 99.3 | Forms of Nonstatutory Stock Option Notice and Nonstatutory Stock Option Agreement under the CytoSorbents Corporation 2014 Long-Term Incentive Plan.* | |
| Exhibit 99.4 | Forms of Restricted Stock Agreement under the CytoSorbents Corporation 2014 Long-Term Incentive Plan.* |
_______________
*Previously filed.