UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 2, 2024, the Board of Directors (the “Board”) of CytoSorbents Corporation (the “Company”) approved the Second Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective immediately. The Board adopted certain clarifying amendments and other updates, which, among other items, made the following changes:
| · | Article I, Section 1.5 of the Bylaws has been amended to delete the requirement to make a stockholder list available for examination at stockholder meetings, consistent with recent amendments to the Delaware General Corporation Law (“DGCL”); |
| · | Article I, Sections 1.9(a) and 1.10(b) and Article II, Section 2.15(b) of the Bylaws have been amended to update certain disclosure requirements in the advance notice to be provided in connection with stockholder submissions of proposals regarding certain business to be conducted at annual meetings of stockholders and stockholder nominations of directors; |
| · | Article I, Section 1.12 of the Bylaws has been amended to delete the requirement for stockholder action to be effected at a duly called annual or special meeting of stockholders, consistent with the DGCL; and |
| · | Article VIII of the Bylaws has been amended to add a forum selection clause which (i) requires all litigation concerning the internal affairs of the Company to proceed in the State of Delaware and (ii) requires all cases brought to enforce a duty or liability created by the Securities Act of 1933, or any successor thereto, or the Securities Exchange Act of 1934 to be litigated in federal court. |
The foregoing description of the Bylaws does not purport to be complete and is qualified entirely by reference to the full text of the Bylaws, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 9.01 | Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Second Amended and Restated Bylaws of CytoSorbents Corporation |
| 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: May 6, 2024 | CYTOSORBENTS CORPORATION | |
| By: | /s/ Dr. Phillip P. Chan | |
| Name: | Dr. Phillip P. Chan | |
| Title: | Chief Executive Officer | |