Full Press Release Details
Dear Shareholders and Friends,
This is an exciting time for CytoSorbents
Corporation ("CytoSorbents" or the "Company") and our shareholders. As previously disclosed, we are preparing
to up-list our company from the OTCBB to a national securities exchange by the end of the year. We plan to apply for listing to
the NASDAQ Capital Market. You will soon be receiving a consent solicitation statement asking you to provide your written consent
in favor of certain proposals that are necessary in anticipation of an up-list.
As previously disclosed, we believe there
are numerous potential advantages to up-listing, including but not limited to:
As can be seen, there are many advantages
to up-listing. To do so, we have invested a great deal of time and effort into the process. Now, we ask for your consent.
With the filing of our consent solicitation
statement, the Board of Directors and management are asking shareholders to consent to and approve five items. The Board of Directors
and management encourage you to read the consent solicitation statement and vote in favor of the 5 listed proposals on or before
December 1, 2014. To facilitate your decision making, I wanted to take the opportunity to summarize what we are looking to accomplish
Why is this the right time? We have stated
repeatedly that we would wait until the Company is well-positioned before up-listing. As you have seen from our recent press releases,
we believe we have made a tremendous amount of operational progress, with hopefully more to come, highlighted by our trailing 12
month CytoSorb revenues which, as of Q3 2014, is expected to be approximately $2.6 million, or more than three times what
we achieved in 2013. We believe this growth was based on broad adoption and usage by physicians, and significant strength in direct,
distributor, and partner sales. We will go over our operational progress in much greater detail in next week's earnings release
and conference call on November 12, 2014 at 4:15PM EST.
To that end, we are asking you to specifically
consent to and approve the following 5 proposals:
The goal of the reverse split
is two-fold. The first is to ensure that we meet the minimum per share price requirement for listing on a national exchange. With
respect to the NASDAQ Capital Markets, that requirement is at least $4.00 per share. The second is to have a manageable and reasonable
number of shares, post-split. Please be aware that the ratio of the reverse split is an arbitrary number and does NOT change the
value of your holdings. For example, if you have 100,000 shares at $0.25 per share before the reverse split (total value = $25,000),
you would have 4,000 shares after the split at $6.25 per share (total value = $25,000).
A reverse stock split does not
decrease the total number of authorized shares. Because of this, the Board believes it to be in the best interests of the Company
to reduce the number of authorized shares to 50 million, leaving the Company with an appropriate but not excessive amount of available
authorized but unissued shares if needed, to raise capital, attract key talent, and other purposes to drive growth of the Company.
Having the ability to issue preferred
stock gives the Company flexibility in its financing efforts, but more importantly, offers the Company and shareholders a protective
option in case of unwarranted takeover interest. We have no plans to issue preferred stock at this time or in the near future.
An update to our 2006 Long-Term
Incentive Plan was needed to better conform with modern language and standard terms and accounting practices found in similar documents
of other NASDAQ national listed companies. The 2006 Long-Term Incentive
Plan has served us well, but since adopting the 2006 Plan, there have been a number of developments with respect to plan design
and plan provisions, including governance-related best practices. Accordingly, we think it timely for us to approve a new long-term
equity incentive plan to make it more consistent with current practices and our needs.
CytoSorbents Corporation is currently
a Nevada corporation. We believe most national exchange listed companies are more commonly incorporated in Delaware. Delaware incorporation
is seen as more shareholder friendly than Nevada incorporation and provides companies with a deep body of case law relating to
corporate disputes. In order to effect a change in incorporation, we need to do this in two steps. First, we have established CytoSorbents
Corporation as a Delaware corporation and as a wholly-owned subsidiary of ours ("CytoSorbents DE"). CytoSorbents DE
will merge with us and absorb us, with CytoSorbents DE being the surviving corporation. Provided that shareholders approve these
5 proposals, we believe this conversion to a Delaware corporation should be seamless and invisible to the shareholder.
Hopefully this helps to explain what
we believe the value is for up-listing to a national exchange and why each of these proposals is important to approve.
Please fill out your consent forms either online or on paper. If the latter, please return them in the pre-paid envelopes no
later than December 1, 2014. Again, should you have questions, please feel free to reach out to Amy Vogel via email at
avogel@cytosorbents.com prior to the earnings release so that we can address any shareholder questions in the earnings
conference call next week.
Thank you again for your continued shareholder
Dr. Phillip Chan, MD, PhD
Chief Executive Officer and President
This letter includes
forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations
and contentions and are not historical facts and typically are identified by use of terms such as "may," "should,"
"could," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential," "continue" and similar words, although some forward-looking statements
are expressed differently. You should be aware that the forward-looking statements in this letter represent management's
current judgment and expectations, but our actual results, events and performance could differ materially from those in the forward-looking
statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in
our Annual Report on Form 10-K, filed with the SEC on March 31, 2014, as updated by the risks reported in our Quarterly Reports
on Form 10-Q, and in the press releases and other communications to shareholders issued by us from time to time which attempt to
advise interested parties of the risks and factors which may affect our business. We caution you not to place undue reliance upon
any such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, other than as required under the Federal securities laws.