Cytosorbents Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

CYTOSORBENTS CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CytoSorbents Corporation

305 College Road East

Princeton, NJ 08540

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of the holders of shares of common stock, each having a par value of $0.001 per share (“Common Stock”), of CytoSorbents Corporation (“CytoSorbents” or the “Company”) will be held virtually on Thursday, June 12, 2025 at 10:00 a.m. Eastern Time (the “Annual Meeting”).

Virtual Annual Meeting

The Company’s Board of Directors (the “Board”) has determined to hold a virtual Annual Meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for the Company at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that our stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the virtual Annual Meeting and vote your shares electronically during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/CTSO2025. To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your “Notice of Internet Availability of Proxy Materials” (the “Notice”) proxy card or voting instruction form. The Annual Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at approximately 9:00 a.m. Eastern Time, and you should allow ample time for the check-in procedures. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. A phone number where you can obtain technical assistance will be made available on the day of the Annual Meeting.

Items of Business

At the Annual Meeting, you will be asked to consider and take action with respect to the following:

The foregoing items of business are fully described in the Proxy Statement accompanying this Notice. Only holders of Common Stock of record at the close of business on April 17, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.

The Board recommends that you vote as follows on the matters to be presented at the Annual Meeting:

Similar to last year, instead of mailing a printed copy of our proxy materials, including our annual report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), to each stockholder of record, we have decided to provide access to these materials in a faster and more efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or around April 23, 2025, we began mailing the Notice to all stockholders of record as of April 17, 2025, and posted our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Your choice for ongoing delivery will remain in effect unless you change it.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2025.

OUR PROXY STATEMENT AND ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE FREE OF CHARGE AT WWW.PROXYVOTE.COM.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU EXPECT TO ATTEND VIRTUALLY, PLEASE PROMPTLY VOTE YOUR PROXY BY ACCESSING THE INTERNET SITE AND FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND MARKING, DATING, SIGNING AND RETURNING THE PROXY CARD.

By Order of the Board of Directors,

/s/ Phillip P. Chan, MD, PhD

Phillip P. Chan, MD, PhD

Chief Executive Officer

Princeton, New Jersey

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CytoSorbents Corporation

305 College Road East

Princeton, New Jersey 08540

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 12, 2025

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of CytoSorbents Corporation (“CytoSorbents” or the**“Company**”) to be used at the Company’s 2025 annual meeting of stockholders of CytoSorbents, to be held on June 12, 2025, and at any adjournment or postponement thereof (the “Annual Meeting”). The Annual meeting will be held via virtual webcast which will begin promptly at 10:00 a.m. Eastern Time. You will be able to attend the virtual Annual Meeting and vote your shares electronically during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/CTSO2025.

Similar to last year, instead of mailing a printed copy of the Notice, Proxy Statement, Proxy Card, and annual report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), together referred to here as the “Proxy Materials”, to each stockholder of record, we have decided to provide access to these materials in a faster and more efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 23, 2025, we began mailing the Proxy Materials to all stockholders of record, holding shares of our common stock, par value $0.001 per share (“Common Stock”), as of April 17, 2025 (the “Record Date”), and posted the Proxy Materials on the website referenced therein (www.proxyvote.com). As more fully described in the Notice, all stockholders may choose to access our Proxy Materials on the website referred to therein or may request to receive a printed set of our Proxy Materials. In addition, the Notice and website provide information regarding how you may request to receive the Proxy Materials in printed form by mail or electronically by email on an ongoing basis. Your choice for ongoing delivery will remain in effect unless you change it.

A single Notice or single copy of Proxy Materials may be sent to two or more stockholders sharing the same address. See the disclosures under “Householding of Annual Meeting Materials” below for more information.