Full Press Release Details
THE TERMS AND CONDITIONS OF THE OFFERING ARE SET
FORTH IN THE COMPANY'S PROSPECTUS DATED ____, 202 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.
COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., INC., THE INFORMATION AGENT, BY CALLING (800)
549-6864 (TOLL-FREE) OR (212) 269-5550 (BROKER-DEALERS AND NOMINEES) OR BY EMAIL AT CTSO@DFKING.COM.
FORM OF INSTRUCTIONS AS TO USE OF CYTOSORBENTS
NON-TRANSFERABLE SUBSCRIPTION RIGHT WARRANT
PLEASE CONSULT THE INFORMATION AGENT, SUBSCRIPTION
AGENT, YOUR BANK OR BROKER FOR ANY QUESTIONS
The following instructions relate to the rights offering being conducted
by CYTOSORBENTS CORPORATION, a Delaware corporation, to holders of our common stock, par value $0.001 per share ("Common
Stock") and certain eligible warrantholders, as described in the prospectus dated ________, 2024. We are distributing, at no charge,
non-transferable subscription right warrants (the "Subscription Rights") entitling holders of our Common Stock and certain
eligible warrantholders as of the record date of 5:00 p.m., Eastern Time, on December 16, 2024 (the "Record Date"), to
purchase units at a subscription price of $1.00 per Unit ("Unit Subscription Price"). Each unit (a "Unit") will
consist of one share of Common Stock, one Series A right warrant to purchase one share of Common Stock ("Series A Right
Warrants"), and one Series B right warrant to purchase one share of Common Stock ("Series B Right Warrants"
and, together with the Series A Right Warrants, the "Right Warrants"). We refer to this as your basic right to purchase
one Unit. If you exercise your basic right in full, you will also have the right, or oversubscription privilege, to purchase additional
Units for which other rights holders do not subscribe, subject to certain pro rata allocations and ownership limitations. We refer to
the basic rights and oversubscription privilege together as Subscription Rights. The offering of the Subscription Rights and the Units
is referred to as the "offering."
The Right Warrants are exercisable commencing
on their date of issuance at an exercise price equal to (i) in the case of the Series A Right Warrants, 90% of the 5-day
volume weighted average price of our Common Stock over the last 5-trading days prior to the expiration date of the Series A
Right Warrants, rounded down to the nearest whole cent but (x) not lower than $1.00 and (y) not higher than $2.00, which
is 45 days following the closing date of the subscription offering, (ii) in the case of the Series B Right Warrants, 90%
of the 5-day volume weighted average price of our Common Stock over the last 5-trading days prior to the expiration date of the
Series B Right Warrants, rounded down to the nearest whole cent but (x) not lower than $2.00 and (y) not higher than
$4.00, which is 90 days following the closing date of the subscription offering.
The Subscription Rights will be evidenced by
non-transferable subscription right warrant certificates (the "Non-Transferable Subscription Right Warrant Certificate"). The
number of basic rights to which you are entitled is printed on the face of your Non-Transferable Subscription Right Warrant
Oversubscription Privilege
If a holder purchases all of the Units available to it pursuant to
its basic rights, it may also exercise an oversubscription privilege to purchase additional Units to the extent other rights holders do
not exercise their basic rights in full. Oversubscription privilege will be allocated pro rata among rights holders who oversubscribe
in proportion to the total number of oversubscription Units for which the rights holders have subscribed. If you exercise fewer than all
of your basic rights, however, you will not be entitled to purchase any additional Units pursuant to the oversubscription privilege. There
will be no oversubscription privilege for the Right Warrants.
If you wish to exercise your oversubscription
privilege, you should deliver a completed Non-Transferable Subscription Right Warrant Certificate indicating the number of
additional Units that you would like to purchase as well as the number of shares of Common Stock that you beneficially own without
giving effect to any Units to be purchased in this rights offering and the required payment to the subscription agent by
January 10, 2025, the expiration date of the subscription offering. When you send in your Non-Transferable Subscription Right
Warrant Certificate, you must also send the Unit Subscription Price for the number of additional Units that you have requested to
If the number of Units remaining after the exercise of all Subscription
Rights is not sufficient to satisfy all requests for Units pursuant to oversubscription privilege, we will allocate the unsubscribed Units
pro rata among rights holders who oversubscribed in proportion to the total number of oversubscription Units for which the rights holders
have subscribed. The subscription agent will promptly return any excess payments in the form in which made. To the extent your aggregate
subscription payment for the actual number of unsubscribed Units available to you pursuant to the oversubscription privilege is less than
the amount actually paid in connection with the exercise of the oversubscription privilege, you will be allocated only the number of unsubscribed
Units available to you, and any excess subscription payment will be promptly returned to you, without interest or penalty, after the expiration
As soon as practicable after the expiration of
the subscription offering, the subscription agent will determine the Units that you may purchase pursuant to the oversubscription privilege.
If you request and pay for more Units than are allocated to you, we will refund the overpayment in the form in which made. In connection
with the exercise of the oversubscription privilege, banks, brokers and other nominee holders of the basic rights who act on behalf of
beneficial owners will be required to certify to us and to the subscription agent as to the aggregate number of basic rights exercised,
and the number of Units requested through the oversubscription privilege, by each beneficial owner on whose behalf the nominee holder
Subscription Rights may only be exercised in aggregate
for whole numbers of Units. Only whole numbers of shares of Common Stock and Right Warrants exercisable for whole numbers of shares of
Common Stock will be issuable to you in this offering; any right to a fractional share to which you would otherwise be entitled will be
terminated, without consideration to you. You are not required to exercise any or all of your basic rights. If you do not exercise your
Subscription Rights, you will lose any value represented by your Subscription Rights, and if you do not exercise your Subscription Rights
in full, your percentage ownership interest and related rights in our company will be diluted. Your percentage ownership of our voting
stock may also decrease if you do not exercise your Subscription Rights in full. Please see the discussion of dilution relating to the
Subscription Rights in the Questions and Answers Relating to This Offering section of the prospectus entitled "Am I required
to exercise the Subscription Rights that I receive in this offering or Right Warrants comprising the Units?"
Expiration Time - Subscription Rights
THE BASIC RIGHTS WILL EXPIRE AND WILL HAVE NO VALUE AT 5:00 P.M., EASTERN
TIME, JANUARY 10, 2025, SUBJECT TO EXTENSION OR EARLIER TERMINATION (THE "SUBSCRIPTION RIGHTS EXPIRATION DATE"). YOUR NON-TRANSFERABLE
SUBSCRIPTION RIGHT WARRANT CERTIFICATE AND SUBSCRIPTION PAYMENT FOR EACH SUBSCRIPTION RIGHT THAT IS EXERCISED PURSUANT TO THE SUBSCRIPTION
RIGHTS MUST BE RECEIVED BY THE SUBSCRIPTION AGENT ON OR BEFORE 5:00 P.M., EASTERN TIME, ON THE SUBSCRIPTION RIGHTS EXPIRATION DATE.
ONCE YOU HAVE EXERCISED YOUR SUBSCRIPTION RIGHT, SUCH EXERCISE MAY NOT BE REVOKED OR CHANGED, EVEN IF YOU LATER LEARN INFORMATION
THAT YOU CONSIDER TO BE UNFAVORABLE TO THE EXERCISE OF YOUR SUBSCRIPTION RIGHTS. SUBSCRIPTION RIGHTS NOT EXERCISED PRIOR TO 5:00 P.M.,
EASTERN TIME, ON THE SUBSCRIPTION RIGHTS EXPIRATION DATE WILL EXPIRE WITHOUT VALUE.
If you do not exercise your Subscription
Rights prior to that time, your Subscription Rights will expire and will no longer be exercisable. We will not be required to sell
Units to you if the subscription agent receives your Non-Transferable Subscription Right Warrant Certificate(s) or your
subscription payment after 5:00 p.m., Eastern time, on the Subscription Rights Expiration Date regardless of when the
Non-Transferable Subscription Right Warrant Certificate(s) and subscription payment were sent. If you send your
Non-Transferable Subscription Right Warrant Certificate(s) and payment of the Subscription Unit Price by mail, we recommend
that you send them by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be
allowed to ensure delivery to the subscription agent and clearance of payment prior to the expiration of the subscription period.
See "The Rights Offering-Exercise of Subscription Rights" in the Prospectus.
The maximum number of our Units available for issuance in this offering
is 6,250,000 Units. If more than 6,250,000 Subscription Rights are exercised, we will allocate Units to subscribers on a pro-rata basis
based on the total number of Subscription Rights exercised. In addition, the maximum number of shares of our Common Stock available for
issuance in this offering is 12,500,000 shares, including the shares of Common Stock comprising the Units and pursuant to the exercise
of the Right Warrants comprising the units. If at any time the issuance of shares of Common Stock pursuant to the exercise of Right Warrants
comprising the units would exceed such share limitation, any issued and outstanding Right Warrants that remain unexercised will immediately
If you have any questions concerning the offering,
please contact the Information Agent, D.F. King & Co., Inc. by telephone at (800) 549-6864 (toll-free) or (212) 269-5550
(broker-dealers and nominees) or by email at CTSO@dfking.com.
1. Method of Subscription-Exercise of
To exercise your Subscription Rights, please: (1) complete
Form 1 on your Non-Transferable Subscription Right Warrant Certificate, attached to these instructions; (2) sign Form 4
of your Non-Transferable Subscription Right Warrant Certificate; and (3) mail the properly completed and executed Non-Transferable
Subscription Right Warrant Certificate evidencing the basic rights and, if applicable, oversubscription privilege subscribed, together
with payment in full of the Subscription Unit Price for each Unit subscribed for pursuant to the basic rights and, if applicable, oversubscription
privilege, to the subscription agent, on or prior to the expiration of the subscription offering.