Cytosorbents Corp
For the period ended Aug 13, 2026. Filed Jun 25, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 13, 2026 · Filed Jun 25, 2026
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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:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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, August 13, 2026 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/CTSO2026. 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 9:45 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:
| 1. | To elect five directors, who shall each serve for a term of one-year, or until their respective successors are elected, except in the case of the death, resignation or removal of any director; |
| 2. | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K; |
| 3. | To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2026; |
| 4. | To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock, subject to our Board’s discretion, at a ratio of not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our Board, without further approval or authorization of our stockholders, prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting (the “Reverse Stock Split Proposal”); |
| 5. | To approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting (the “Adjournment Proposal”); and |
| 6. | To conduct such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
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 June 15, 2026 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:
| 1. | FOR the election of the five nominees to the Board, each for a one-year term, or until their respective successors are elected, except in the case of the death, resignation or removal of any director. |
| 2. | FOR the vote to approve the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K, on a non-binding, advisory basis. |
| 3. | FOR the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| 4. | FOR the approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock, subject to our Board’s discretion, at a ratio of not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our Board, without further approval or authorization of our stockholders, prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting. |
| 5. | FOR the approval of an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. |
Consistent with prior years, we are providing access to our proxy materials, including our annual report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), via the Internet instead of mailing printed copies to each stockholder of record, which allows for more efficient and timely distribution of our proxy materials. 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 June 25, 2026, we began mailing the Notice to all stockholders of record as of June 15, 2026, 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 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 13, 2026.
OUR PROXY STATEMENT AND ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 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
Phillip P. Chan, MD, PhD
Chief Executive Officer
Princeton, New Jersey
Dated: June 25, 2026
Table of Contents
Page
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 |
|---|---|
| VOTING RIGHTS | 8 |
| Proposals to Be Voted Upon by Stockholders | 9 |
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 9 |
| PROPOSAL NO. 2 - NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION | 12 |
| PROPOSAL NO. 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 13 |
| PROPOSAL NO. 4 - REVERSE STOCK SPLIT PROPOSAL | 14 |
| PROPOSAL NO. 5 - ADJOURNMENT PROPOSAL | 22 |
| STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS | 23 |
| STOCK OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS | 23 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE MATTERS | 24 |
| DIRECTOR COMPENSATION | 29 |
| EXECUTIVE OFFICERS | 30 |
| COMPENSATION DISCUSSION AND ANALYSIS | 31 |
| COMPENSATION COMMITTEE REPORT | 37 |
| EXECUTIVE COMPENSATION | 37 |
| Summary Compensation Table | 37 |
| Pay vs. Performance | 39 |
| Employment Agreements | 41 |
| Outstanding Equity Awards at Fiscal Year-End | 43 |
| AUDIT COMMITTEE REPORT | 44 |
| AUDIT AND OTHER FEES | 45 |
| CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS | 45 |
| STOCKHOLDER PROPOSALS AND NOMINATION OF DIRECTOR CANDIDATES | 46 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 46 |
| OTHER MATTERS | 47 |
| APPENDIX A FORM OF CERTIFICATE OF AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT PROPOSAL | A-1 |
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CytoSorbents Corporation
305 College Road East
Princeton, New Jersey 08540
PROXY STATEMENT
2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 13, 2026
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 2026 annual meeting of stockholders of CytoSorbents, to be held on August 13, 2026, 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/CTSO2026.
Consistent with prior years, we are providing access to our Notice, Proxy Statement, Proxy Card, and annual report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), together referred to here as the “Proxy Materials”, via the Internet instead of mailing printed copies to each stockholder of record, which allows for more efficient and timely distribution of our proxy materials. 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 June 25, 2026, 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 June 15, 2026 (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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.