Cytosorbents Corp 10-Q

Item 1. Financial Statements. CYTOSORBENTS CORPORATION CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ 2024 ​ December 31, ​ (Unaudited) 2023 ​ ​ ​ ​ ASSETS ​ ​ ​ Current Assets: ​ ​ ​ Cash and cash equivalents ​ $ 8,458,708 ​ $ 14,131,137 Grants and accounts receivable, net of allowance of $ 88,017 as of June 30, 2024 and $ 49,663 at December 31, 2023 ​ 7,822,823 ​ 6,057,072 Inventories ​ 4,316,752 ​ 3,680,129 Prepaid expenses and other current assets ​ 1,357,017 ​ 1,834,485 Total current assets ​ 21,955,300 ​ 25,702,823 ​ ​ ​ ​ ​ Property and equipment, net ​ 9,423,649 ​ 10,056,354 Restricted cash ​ ​ 6,483,958 ​ ​ 1,483,958 Right-of-use assets ​ ​ 11,789,539 ​ ​ 12,058,896 Other assets ​ 3,774,345 ​ 3,958,603 Total Assets ​ $ 53,426,791 ​ $ 53,260,634 ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ Current Liabilities: ​ ​ Accounts payable ​ $ 3,047,038 ​ $ 3,802,170 Current maturities of long-term debt ​ ​ — ​ ​ 2,500,000 Lease liability – current portion ​ ​ 412,067 ​ ​ 373,636 Accrued expenses and other current liabilities ​ 6,877,163 ​ 7,870,149 Total current liabilities ​ 10,336,268 ​ 14,545,955 Lease liability, net of current portion ​ ​ 12,680,725 ​ ​ 12,896,659 Long-term debt ​ ​ 13,673,195 ​ ​ 2,542,857 Total Liabilities ​ 36,690,188 ​ 29,985,471 ​ ​ ​ Commitments and Contingencies (Note 6) ​ ​ ​ ​ Stockholders’ Equity: ​ ​ Preferred Stock, Par Value $ 0.001 , 5,000,000 shares authorized; no shares issued and outstanding at June 30, 2024 and December 31, 2023 ​ ​ — ​ ​ — Common Stock, Par Value $ 0.001 , 100,000,000 shares authorized; 54,306,415 and 54,240,265 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively ​ 54,306 ​ 54,240 Additional paid-in capital ​ 307,514,758 ​ 305,196,874 Accumulated other comprehensive income ​ 2,173,818 ​ 529,321 Accumulated deficit ​ ( 293,006,279 ) ​ ( 282,505,272 ) Total Stockholders’ Equity ​ 16,736,603 ​ 23,275,163 Total Liabilities and Stockholders’ Equity ​ $ 53,426,791 ​ $ 53,260,634 ​ See accompanying notes to consolidated financial statements . ​ 3 Table of Contents CYTOSORBENTS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ Six months ended June 30, ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 ​ (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue: ​ ​ ​ ​ CytoSorb sales ​ $ 8,830,391 ​ $ 8,065,829 ​ $ 17,795,181 ​ $ 15,972,098 Other product sales ​ 11,398 ​ 6,583 ​ ​ 36,128 ​ ​ 10,353 Total product sales ​ 8,841,789 ​ 8,072,412 ​ ​ 17,831,309 ​ ​ 15,982,451 Grant income ​ 1,052,847 ​ 1,348,409 ​ ​ 1,849,619 ​ ​ 2,887,866 Total revenue ​ 9,894,636 ​ 9,420,821 ​ ​ 19,680,928 ​ ​ 18,870,317 Cost of revenue ​ 3,391,907 ​ 3,402,271 ​ ​ 6,607,621 ​ ​ 7,396,440 Gross profit ​ 6,502,729 ​ 6,018,550 ​ ​ 13,073,307 ​ ​ 11,473,877 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other expenses: ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ 1,519,618 ​ 3,668,804 ​ ​ 3,767,811 ​ ​ 7,883,219 Legal, financial and other consulting ​ 820,732 ​ 1,185,031 ​ ​ 1,501,437 ​ ​ 1,854,264 Selling, general and administrative ​ 7,581,201 ​ 7,723,952 ​ ​ 16,148,400 ​ ​ 16,187,226 Total expenses ​ 9,921,551 ​ 12,577,787 ​ ​ 21,417,648 ​ ​ 25,924,709 Loss from operations ​ ( 3,418,822 ) ​ ( 6,559,237 ) ​ ​ ( 8,344,341 ) ​ ​ ( 14,450,832 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ Interest income (expense), net ​ ( 180,098 ) ​ ( 8,821 ) ​ ​ ( 186,750 ) ​ ​ ( 71,992 ) Gain (loss) on foreign currency transactions ​ ​ ( 544,226 ) ​ ​ 414,974 ​ ​ ( 1,969,916 ) ​ ​ 1,075,656 Miscellaneous income (expense) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 31,799 ) Total other income (expense), net ​ ( 724,324 ) ​ 406,153 ​ ​ ( 2,156,666 ) ​ ​ 971,865 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before benefit from income taxes ​ ( 4,143,146 ) ​ ( 6,153,084 ) ​ ​ ( 10,501,007 ) ​ ​ ( 13,478,967 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Benefit from income taxes ​ — ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common stockholders ​ $ ( 4,143,146 ) ​ $ ( 6,153,084 ) ​ $ ( 10,501,007 ) ​ $ ( 13,478,967 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share ​ $ ( 0.08 ) ​ $ ( 0.14 ) ​ $ ( 0.19 ) ​ $ ( 0.31 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of shares of common stock outstanding ​ 54,306,041 ​ ​ 44,015,380 ​ ​ 54,284,416 ​ ​ 43,758,888 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 4,143,146 ) ​ $ ( 6,153,084 ) ​ $ ( 10,501,007 ) ​ $ ( 13,478,967 ) Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ 421,322 ​ ​ ( 392,674 ) ​ ​ 1,644,497 ​ ​ ( 1,000,882 ) Comprehensive loss ​ $ ( 3,721,824 ) ​ $ ( 6,545,758 ) ​ $ ( 8,856,510 ) ​ $ ( 14,479,849 ) ​ See accompanying notes to consolidated financial statements. ​ 4 Table of Contents CYTOSORBENTS CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the three and six months ended June 30, 2024 and 2023 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Paid-In ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ Shares Par value Capital Income (Loss) Deficit Equity Balance at March 31, 2024 ​ 54,293,555 ​ $ 54,294 ​ $ 305,984,268 ​ $ 1,752,496 ​ $ ( 288,863,133 ) ​ $ 18,927,925 Stock-based compensation - employees, consultants and directors ​ — ​ ​ — ​ ​ 828,580 ​ ​ — ​ ​ — ​ ​ 828,580 Warrants issued in connection with long-term debt ​ — ​ ​ — ​ ​ 690,709 ​ ​ — ​ ​ — ​ ​ 690,709 Other comprehensive loss: foreign translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ 421,322 ​ ​ — ​ ​ 421,322 Issuance of restricted stock units ​ 12,860 ​ ​ 12 ​ ​ 11,201 ​ ​ — ​ ​ — ​ ​ 11,213 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,143,146 ) ​ ​ ( 4,143,146 ) Balance at June 30, 2024 ​ 54,306,415 ​ $ 54,306 ​ $ 307,514,758 ​ $ 2,173,818 ​ $ ( 293,006,279 ) ​ $ 16,736,603 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 ​ 54,240,265 ​ $ 54,240 ​ $ 305,196,874 ​ $ 529,321 ​ $ ( 282,505,272 ) ​ $ 23,275,163 Stock-based compensation - employees, consultants and directors — ​ ​ — ​ ​ 1,562,788 ​ ​ — ​ ​ — ​ ​ 1,562,788 Warrants issued in connection with long-term debt ​ — ​ ​ — ​ ​ 690,709 ​ ​ — ​ ​ — ​ ​ 690,709 Other comprehensive income: foreign translation adjustment — ​ ​ — ​ ​ — ​ ​ 1,644,497 ​ ​ — ​ ​ 1,644,497 Issuance of common stock offerings, net of fees ​ 53,290 ​ ​ 54 ​ ​ 53,186 ​ ​ — ​ ​ — ​ ​ 53,240 Issuance of restricted stock units ​ 12,860 ​ ​ 12 ​ ​ 11,201 ​ ​ — ​ ​ — ​ ​ 11,213 Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 10,501,007 ) ​ ​ ( 10,501,007 ) Balance at June 30, 2024 54,306,415 ​ $ 54,306 ​ $ 307,514,758 ​ $ 2,173,818 ​ $ ( 293,006,279 ) ​ $ 16,736,603 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Paid-In ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ Shares Par value Capital Income (Loss) Deficit Equity Balance at March 31, 2023 ​ 43,851,380 ​ $ 43,851 ​ $ 288,514,368 ​ $ 1,720,987 ​ $ ( 261,323,761 ) ​ $ 28,955,445 Stock-based compensation - employees, consultants and directors ​ — ​ ​ — ​ ​ 570,235 ​ ​ — ​ ​ — ​ ​ 570,235 Other comprehensive loss: foreign translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ ( 392,674 ) ​ ​ — ​ ​ ( 392,674 ) Issuance of common stock offerings, net of fees ​ 230,605 ​ ​ 231 ​ ​ 776,060 ​ ​ — ​ ​ — ​ ​ 776,291 Proceeds from exercise of stock options for cash ​ 56,393 ​ ​ 56 ​ ​ 154,772 ​ ​ — ​ ​ — ​ ​ 154,828 Issuance of restricted stock units ​ 55,318 ​ ​ 55 ​ ​ 183,600 ​ ​ — ​ ​ — ​ ​ 183,655 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,153,084 ) ​ ​ ( 6,153,084 ) Balance at June 30, 2023 ​ 44,193,696 ​ $ 44,193 ​ $ 290,199,035 ​ $ 1,328,313 ​ $ ( 267,476,845 ) ​ $ 24,094,696 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2022 ​ 43,635,715 ​ $ 43,635 ​ $ 287,000,021 ​ $ 2,329,195 ​ $ ( 253,997,878 ) ​ $ 35,374,973 Stock-based compensation - employees, consultants and directors — ​ ​ — ​ ​ 1,400,516 ​ ​ — ​ ​ — ​ ​ 1,400,516 Other comprehensive income: foreign translation adjustment — ​ ​ — ​ ​ — ​ ​ ( 1,000,882 ) ​ ​ — ​ ​ ( 1,000,882 ) Issuance of common stock offerings, net of fees ​ 428,270 ​ ​ 428 ​ ​ 1,474,296 ​ ​ — ​ ​ — ​ ​ 1,474,724 Proceeds from exercise of stock options for cash 74,393 ​ ​ 75 ​ ​ 197,304 ​ ​ — ​ ​ — ​ ​ 197,379 Issuance of restricted stock units 55,318 ​ ​ 55 ​ ​ 183,600 ​ ​ — ​ ​ — ​ ​ 183,655 Legal/audit fees related to ATM offering ​ — ​ ​ — ​ ​ ( 56,702 ) ​ ​ — ​ ​ — ​ ​ ( 56,702 ) Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 13,478,967 ) ​ ​ ( 13,478,967 ) Balance at June 30, 2023 44,193,696 ​ $ 44,193 ​ $ 290,199,035 ​ $ 1,328,313 ​ $ ( 267,476,845 ) ​ $ 24,094,696 ​ See accompanying notes to consolidated financial statements. ​ 5 Table of Contents CYTOSORBENTS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ​ Six months ​ ​ ended ​ ended ​ ​ June 30, ​ June 30, ​ ​ 2024 ​ 2023 ​ (Unaudited) (Unaudited) Cash flows from operating activities: ​ ​ ​ ​ Net loss ​ $ ( 10,501,007 ) ​ $ ( 13,478,967 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ Accrued final fee ​ ​ 111,422 ​ ​ 21,429 Non-cash compensation ​ ​ 199,096 ​ ( 105,488 ) Depreciation and amortization ​ ​ 797,873 ​ 660,589 Amortization of right-of-use asset ​ ​ 91,854 ​ ​ 110,881 Write off of patent cost ​ ​ 249,642 ​ 292,806 Bad debt expense (recovery) ​ ​ 29,120 ​ ​ 13,384 Stock-based compensation ​ ​ 1,562,792 ​ 1,400,516 Foreign currency translation (gain) loss ​ ​ 1,969,916 ​ ( 1,075,656 ) Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Grants and accounts receivable ​ ​ ( 1,952,413 ) ​ ( 1,271,716 ) Inventories ​ ​ ( 725,998 ) ​ 1,449,881 Prepaid expenses and other current assets ​ ​ 574,181 ​ 1,649,776 Other assets ​ ​ 1,124 ​ — Accounts payable and accrued expenses ​ ​ ( 2,032,014 ) ​ 291,068 Net cash used in operating activities ​ ​ ( 9,624,412 ) ​ ( 10,041,497 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ Purchases of property and equipment ​ ​ ( 63,421 ) ​ ( 300,221 ) Payments for patent costs ​ ​ ( 183,462 ) ​ ( 242,378 ) Net cash used in investing activities ​ ​ ( 246,883 ) ​ ( 542,599 ) Cash flows from financing activities: ​ ​ ​ ​ Proceeds from long-term debt ​ ​ 15,000,000 ​ ​ — Repayment of long-term debt ​ ​ ( 5,000,000 ) ​ — Payment of final fee ​ ​ ( 150,000 ) ​ ​ — Payment of loan costs ​ ​ ( 640,375 ) ​ — Equity contributions - net of fees incurred ​ ​ 53,250 ​ ​ 1,418,022 Proceeds from exercise of stock options ​ ​ — ​ ​ 197,379 Net cash provided by (used in) financing activities ​ ​ 9,262,875 ​ ​ 1,615,401 Effect of exchange rates on cash ​ ​ ( 64,009 ) ​ ( 24,348 ) Net change in cash, cash equivalents and restricted cash ​ ​ ( 672,429 ) ​ ( 8,993,043 ) ​ ​ ​ ​ ​ ​ ​ Cash, cash equivalents and restricted cash - beginning of period ​ ​ 15,615,095 ​ 23,832,026 Cash, cash equivalents and restricted cash - end of period ​ $ 14,942,666 ​ $ 14,838,983 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ Cash paid during the period for interest ​ $ 537,672 ​ $ 173,334 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash financing activities: ​ ​ ​ ​ ​ Warrants issued in connection with long-term debt ​ $ 690,709 ​ $ — Issuance of restricted stock units ​ $ 11,213 ​ $ 183,655 ​ See accompanying notes to consolidated financial statements. ​ 6 Table of Contents CytoSorbents Corporation Notes to Consolidated Financial Statements (UNAUDITED) June 30, 2024 1. BASIS OF PRESENTATION The interim consolidated financial statements of CytoSorbents Corporation (the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, for a fair presentation of the Company’s consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2024. The results for the three and six months ended June 30, 2024 and 2023, are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. As of June 30, 2024, the Company’s cash, cash equivalents and restricted cash balances were approximately $ 14.9 million, including approximately $8.4 million in cash and cash equivalents and approximately $ 6.5 million in restricted cash, the unrestricted portion of which is not expected to fund the Company’s operations beyond the next twelve months from the issuance of these consolidated financial statements. This matter raises substantial doubt about the Company’s ability to continue as a going concern. As a result, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company continues to pursue additional milestones related to its recently announced Avenue debt facility that would increase its unrestricted cash position by up to $ 10 million. If these milestones are not achieved, we will need to raise additional capital to support our ongoing operations in the future. Meanwhile the Company continues to evaluate other traditional and alternative sources of capital, including additional less or non-dilutive debt financing, royalty financing, strategic or direct investments, equity financing, and/or combinations thereof. There can be no assurance that management will be successful in these endeavors. ​ 2. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business The Company is a leader in the treatment of life-threatening conditions in intensive care and cardiac surgery using blood purification. The Company, through its subsidiary CytoSorbents Medical, Inc. (formerly known as CytoSorbents, Inc.), is engaged in the research, development and commercialization of medical devices with its blood purification technology platform which incorporates a proprietary adsorbent, porous polymer technology. The Company, through its wholly-owned European subsidiary, CytoSorbents Europe GmbH, conducts sales and marketing related operations for the CytoSorb device. In March 2016, the Company formed CytoSorbents Switzerland GmbH, a wholly-owned subsidiary of CytoSorbents Europe GmbH. This subsidiary, which began operations during the second quarter of 2016, provides marketing and direct sales services in Switzerland. In November 2018, the Company formed CytoSorbents Poland Sp. z.o.o., a wholly-owned subsidiary of CytoSorbents Europe GmbH. This subsidiary, which began operations during the first quarter of 2019, provides marketing and direct sales services in Poland. In the third quarter of 2019, the Company formed CytoSorbents UK Limited, a wholly-owned subsidiary of CytoSorbents Medical, Inc., which is responsible for the management of the Company’s clinical trial activities in the United Kingdom. In March 2022, the Company formed CytoSorbents Medical UK Limited to provide marketing and direct sales services in the United Kingdom and the Republic of Ireland, a wholly-owned subsidiary of CytoSorbents Europe, GmbH. In October 2022, the Company formed CytoSorbents France SAS, a wholly-owned subsidiary of CytoSorbents Europe, GmbH, to provide marketing and direct sales services in France. In May 2023, the Company formed CytoSorbents India Private Limited to provide marketing and direct sales services in India. CytoSorb, the Company’s flagship product, was approved in the European Union (“EU”) in March 2011 and is currently being marketed and distributed in more than 75 countries around the world, as an effective extracorporeal cytokine absorber, designed to reduce the “cytokine storm” or “cytokine release syndrome” seen in critical illnesses that may result in massive inflammation, organ failure, and patient death. In May 2018, the Company received a label extension for CytoSorb covering use of the device for the removal of bilirubin and myoglobin which allows for the use of the device in the treatment of liver failure and trauma, respectively. CytoSorb is also being used during and after cardiac surgery to remove inflammatory mediators that can lead to post-operative complications, including multiple organ failure. In January 2020, CytoSorb 7 Table of Contents received EU CE Mark label expansion to include the removal of ticagrelor during cardiopulmonary bypass in patients undergoing cardiothoracic surgery. In May 2020, CytoSorb also received EU CE Mark label expansion to include rivaroxaban removal for the same indication. In April 2020, CytoSorb received United States Food and Drug Administration (“FDA”) Emergency Use Authorization (“EUA”) of CytoSorb for use in adult critically ill COVID-19 patients with imminent or confirmed respiratory failure. The CytoSorb device has neither been cleared nor approved for the indication to treat patients with COVID-19 infection. The EUA will be effective until a declaration is made that the circumstances justifying the EUA have terminated or until revoked by the FDA. In April 2020, the Company also announced that the FDA had granted Breakthrough Designation for its DrugSorb-ATR Antithrombotic Removal System for the removal of ticagrelor in a cardiopulmonary bypass circuit during emergent and urgent cardiothoracic surgery. The Breakthrough Devices Program provides for more effective treatment of life-threatening or irreversibly debilitating disease or conditions, in this case the need to reverse the effects of ticagrelor in emergent or urgent cardiac surgery that can otherwise cause a high risk of serious or life-threatening bleeding. Through Breakthrough Designation, the FDA intends to work with CytoSorbents to expedite the development, assessment, and regulatory review of CytoSorbents’ technology for the removal of ticagrelor, while maintaining statutory standards of regulatory approval (e.g., 510(k), de novo 510(k) or premarket approval) consistent with the FDA’s mission to protect and promote public health. In July 2021, the Company received full approval of its Investigative Device Exemption (“IDE”) to conduct the pivotal STAR-T (Safe and Timely Antithrombotic Removal – Ticagrelor) double-blind randomized control trial (“RCT”) for up to 120 patients in the United States to support FDA marketing approval. In July 2023, the Company announced that enrollment in the STAR-T trial has completed, and in August 2023, the Company announced completion of the STAR-T trial, following the last scheduled patient follow-up. In December 2023, the Company announced that the independent Data Safety Monitoring Board (the “DSMB”) performed a final review of the full unblinded data on all 140 patients in the STAR-T trial and concluded there were no issues with device safety, meeting the primary safety endpoint of the study. The Company has also performed the initial data analysis on the primary effectiveness endpoint of STAR-T trial. Based on this analysis, the study did not meet the primary effectiveness endpoint in the overall patient population that underwent different types of cardiac surgeries. However, the study did demonstrate evidence of reduced bleeding complications, including serious bleeding events, in patients in the pre-specified isolated coronary artery bypass graft (“CABG”) surgery population, representing more than 90% of the overall study population. The topline results of 140-patient, double-blinded, multicenter, pivotal STAR-T randomized, controlled trial were featured as a late breaking presentation at the 104 th Annual Meeting of the American Association for Thoracic Surgery (AATS) held in Toronto, Canada on April 28, 2024. The Company believes the safety and effectiveness data from STAR-T will support the parallel regulatory submission of DrugSorb-ATR to the FDA and Health Canada in the third quarter of 2024. In August 2021, the Company announced that it was granted a second Breakthrough Device designation for its DrugSorb-ATR Antithrombotic Removal System by the FDA. This Breakthrough Device designation covers the removal of the Direct Oral Anticoagulants (DOACs) apixaban and rivaroxaban in a cardiopulmonary bypass circuit to reduce the likelihood of serious perioperative bleeding during urgent cardiothoracic surgery. In October 2021, the Company also received full FDA approval of an IDE application to conduct a double-blind, randomized, controlled clinical study for up to 120 patients entitled, “Safe and Timely Antithrombotic Removal – Direct Oral Anticoagulants (STAR-D),” in the United States to support FDA marketing approval. The study has been postponed while the Company concentrates its clinical focus on STAR-T. If FDA marketing approval is obtained for either the removal of ticagrelor or direct oral anticoagulants indications, the device will be marketed as DrugSorb-ATR in the United States. The DrugSorb-ATR Antithrombotic Removal System is based on the same polymer technology as CytoSorb. In May 2022, the Company announced that the Company entered into a three-year preferred supplier agreement with Asklepios, making CytoSorb available without restrictions to all of the approximately 170 healthcare facilities across 14 states throughout Germany at which Asklepios operates. This includes Asklepios Klinik St. Georg in Hamburg, Germany, which pioneered the use of CytoSorb to remove antithrombotic drugs during cardiothoracic surgery and is well-known for their seminal publications on CytoSorb use for this application during emergency cardiac surgery in patients at high risk of bleeding. In June 2024, the Company announced the launch and immediate availability of its PuriFi™ hemoperfusion machine in the EU, following approval and certification under the EU Medical Device Regulation (MDR). Prior to this, beginning in June 2022 the company had a non-exclusive agreement with Nikkiso Europe GmbH (“Nikkiso”) to distribute Nikkiso’s PureADJUST stand-alone 8 Table of Contents hemoperfusion pump and accessories in a total of 14 countries. In September 2023, the distribution agreement with Nikkiso expired, and the Company indicated that it would not seek renewal of the agreement. In August 2022, the Company entered into a Marketing Agreement (the “Marketing Agreement”) with Fresenius Medical Care Deutschland GmbH (“Fresenius”), which expands the Company’s strategic partnership with Fresenius by establishing a multi-stage global collaboration to combat life-threatening diseases in critical care. The Marketing Agreement provides for the combined marketing and promotion of CytoSorb with Fresenius’ critical care products by Fresenius’ marketing organization worldwide, excluding the United States. The Marketing Agreement has an initial term of three years, with an automatic renewal for an additional two years at the end of such initial term, subject to earlier termination by either of the parties (the “Term”). Compared to the prior co-marketing agreement between the parties, the Marketing Agreement intends to increase the commitments from both parties and to ensure an ongoing and consistent level of marketing and promotional activity specifically focused around CytoSorb, where Fresenius will actively market and promote CytoSorb as the featured blood purification therapy for removal of cytokines, bilirubin, and myoglobin on its critical care platforms. Specifically, the Marketing Agreement provides that various Fresenius-led in-person, virtual, social media, and web-based marketing programs and events will feature the CytoSorb therapy and highlight the cooperation between the two companies in the field of critical care during the Term. To help support the increased marketing and promotional efforts of the expanded collaboration, CytoSorbents has agreed to subsidize a portion of the marketing costs through a royalty payment to Fresenius Medical Care based on CytoSorb sales in the intensive care unit on Fresenius Medical Care platforms, excluding the United States. In addition to strengthening and expanding the global marketing of CytoSorb, the Company and Fresenius also plan to work together to bring new innovative solutions to the market. The Marketing Agreement also includes the certification of compatibility of CytoSorb for usage on Fresenius’ current critical care platforms. The launch of this program is expected to occur in 2024. The technology is based upon biocompatible, highly porous polymer sorbent beads that can actively remove toxic substances from blood and other bodily fluids by pore capture and surface adsorption. The Company has numerous products under development based upon this unique blood purification technology which, as of June 30, 2024, is protected by 22 issued U.S. patents and multiple international patents, with applications pending both in the U.S. and internationally. These patents and patent applications are directed to various compositions and methods of use related to the Company’s blood purification technologies and are expected to expire between 2024 and 2038, absent any patent term extensions. Management believes that any near-term expiring patents will not have a significant impact on the Company’s ongoing business. Stock Market Listing On December 17, 2014, the Company’s common stock, par value $ 0.001 per share, was approved for listing on the Nasdaq Capital Market (“Nasdaq”), and it began trading on Nasdaq on December 23, 2014 under the symbol “CTSO.” Previously, the Company’s common stock traded in the over-the-counter-market on the OTC Bulletin Board. Basis of Consolidation and Foreign Currency Translation The consolidated financial statements include the accounts of CytoSorbents Corporation and its wholly-owned subsidiaries, CytoSorbents Medical, Inc. and CytoSorbents Europe GmbH. In addition, the consolidated financial statements include CytoSorbents Switzerland GmbH, CytoSorbents Poland Sp. z.o.o., CytoSorbents Medical UK Limited and CytoSorbents France SAS, wholly-owned subsidiaries of CytoSorbents Europe GmbH, and CytoSorbents UK Limited and CytoSorbents India Private Limited, wholly-owned subsidiaries of CytoSorbents Medical, Inc. All significant intercompany transactions and balances have been eliminated in consolidation. Translation gains and losses resulting from the process of remeasuring into the United States of America dollar, the foreign currency financial statements of the European subsidiary, for which the United States of America dollar is the functional currency, are included in operations. The Euro is the functional currency of the European Subsidiary. Foreign currency transaction gain (loss) included in net loss amounted to approximately $( 544,000 ) and $ 415,000 for the three months ended June 30, 2024 and 2023, respectively. Foreign currency transaction gain (loss) included in net loss amounted to approximately $( 1,970,000 ) and $ 1,076,000 for the six months ended June 30, 2024 and 2023, respectively. The Company translates assets and liabilities of all of its foreign subsidiaries at the exchange rate in effect at the consolidated balance sheet date. The Company translates revenue and expenses at the daily average exchange rates. The Company includes accumulated net translation adjustments in accumulated other comprehensive income (loss) as a component of stockholders’ equity. 9 Table of Contents Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts shown in the consolidated balance sheets: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Cash and cash equivalents ​ $ 8,458,708 ​ $ 14,131,137 Restricted cash ​ 6,483,958 ​ 1,483,958 Total cash, cash equivalents and restricted cash ​ $ 14,942,666 ​ $ 15,615,095 ​ Restricted Cash The Company’s total restricted cash in the amount of $ 6,483,958 consists of cash of $ 5,000,000 which is restricted in accordance with the terms of the debt agreement with Avenue Capital Group (see Note 5), cash of $ 1,467,458 that the Company is obligated to maintain as collateral for the outstanding letter of credit with Bridge Bank that was provided to the landlord of the College Road facility as security and cash of $ 16,500 that the Company is obligated to maintain as collateral for the credit limit on the Company’s credit card accounts. Grants and Accounts Receivable Trade accounts receivable consist of amounts due from direct customers, distributors and agencies of the U.S. government and are presented at net realizable value. At each balance sheet date, the Company estimates an expected allowance for credit losses inherent in the Company’s accounts receivable portfolio based on historical experience, specific allowances for known troubled accounts, and other available evidence. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. The Company has identified the following portfolio segments: direct customers, distributors/strategic partners and the U.S. government. A fixed reserve percentage for each pool is derived from a review of the Company’s historical losses in relation to the total pool. This estimate is adjusted quarterly for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s portfolio segments have remained constant over the Company’s historical evaluation period. The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they are recognized as an offset to credit loss expense in the year of recovery. The total amount of write-offs was immaterial to the consolidated financial statements as a whole for the three and six months ended June 30, 2024. The allowance for credit losses reflects accounts receivable balances that are written off when management determines they are uncollectible. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist, and measures the allowance for credit losses using the following methods: Direct Customers—The Company measures expected credit losses on direct customer receivables using an aging methodology. The risk of loss for direct customer receivables is low based on the Company’s historical experience. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and supportable forecasts. Distributors/Strategic Partners—The Company measures expected credit losses on distributor receivables using an individual reserve methodology. The risk of loss in this portfolio is low based on the Company’s historical experience. The estimate of expected credit losses considers the past payment history of each distributor. 10 Table of Contents U.S. Government— These receivables are related to the Company’s government grants. The Company measures expected credit losses on these receivables using an individual reserve methodology. The risk of loss in this portfolio is very low based on the Company’s historical experience, as these receivables are supported by approved grant award contracts. Inventories Inventories are valued at the lower of cost or net realizable value under the first in, first out (FIFO) method. At June 30, 2024 and December 31, 2023, the Company’s inventory was comprised of finished goods, which amounted to $ 2,459,604 and $ 2,155,457 , respectively; work in process, which amounted to $ 1,048,360 and $ 838,871 , respectively; and raw materials, which amounted to $ 808,788 and $ 685,801 , respectively. Devices used in clinical trials or for research and development purposes are removed from inventory and charged to research and development expenses at the time of their use. Donated devices are removed from inventory and charged to selling, general and administrative expenses. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment is provided for by the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the lesser of their economic useful lives or the term of the related leases. Gains and losses on depreciable assets retired or sold are recognized in the consolidated statements of operations and comprehensive loss in the year of disposal. Repairs and maintenance expenditures are expensed as incurred. Patents Legal costs incurred to establish and successfully defend patents are capitalized. When patents are issued, capitalized costs are amortized on the straight-line method over the related patent term. In the event a patent is abandoned, the net book value of the patent is written off. Impairment or Disposal of Long-Lived Assets The Company assesses the impairment of patents and other long-lived assets under accounting standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. During the three months ended June 30, 2024 and 2023, the Company recorded impairment charges of approximately $ 185,000 and $ 21,000 , respectively, and during the six months ended June 30, 2024 and 2023, the Company recorded impairment charges of approximately $ 250,000 and $ 293,000 , respectively, related to the impairment of certain issued patents and pending patent applications in certain specific jurisdictions and the abandonment of certain pending patent application costs in the ordinary course of business. This charge is included in legal, financial and other consulting in the consolidated statements of operations and comprehensive loss. Revenue Recognition Revenue is recognized when the Company ships its products to its direct customers and distributors/strategic partners. Revenue is recognized on its grant awards with agencies of U.S. government in accordance with the terms of the award contract. See Note 4 for a description of the types of government contracts. The amount of revenue recognized reflects the consideration the Company expects to be entitled to receive in exchange for the products shipped or the services provided under their grant contracts. To achieve this core principle, the Company applies the following five steps: 1. Identify Contracts with Customers - The Company’s contracts with its direct customers are generally in the form of a purchase order. The Company has formal written contracts with each of its distributors/strategic partners that define their respective territories and minimum purchase commitments which must be met in order to maintain exclusivity in their territory. Distributors/strategic partner customers also submit purchase orders with each order that define the terms of shipment and transaction price. The Company has a contract for each grant award with various agencies of the U.S. government. 11 Table of Contents 2. Identify Performance Obligations - The performance obligations in contracts with direct customers and distributors/strategic partners are for the shipment of the CytoSorb device and related accessory parts. The performance obligations for government contracts are dependent on the contract type, however, these are generally based on the costs incurred related to each government contract. 3. Determine Transaction Price - The price charged is based on the Company’s price list for the CytoSorb device and related accessory parts for both direct customers and distributor/strategic partners. The Company does not permit returns for product sales. The Company also provides for certain rebates and discounts to direct customers for sales of its product that are earned based upon sales volume. These amounts, which are earned based on calendar year sales volume, are recorded as a reduction of sales as earned. The transaction prices for government contracts are dependent on the type of contract and are outlined in each contract. 4. Allocate Transaction Price to Performance Obligations - The transaction price for the performance obligation is based on the purchase orders received for both direct customers and on the type of contract and are outlined in each contract. The transaction prices for government contract performance obligations are dependent on the type of contract and are generally based on costs incurred. 5. Recognize Revenue as Performance Obligations are Satisfied - The Company satisfies its performance obligation to direct customers and distributors/strategic partners generally upon shipment of the products. The Company satisfies its performance obligations on government contracts generally upon incurring costs on each contract. The Company records deferred revenue related to fixed price government contracts to the extent that billings exceed costs incurred. Research and Development and Clinical Trial Expenses All research and development costs, payments to laboratories and research consultants are expensed when incurred. Advertising Expenses Advertising expenses are included in selling, general, and administrative expenses on the consolidated statements of operations and comprehensive loss when incurred. Advertising expenses amounted to approximately $ 93,000 and $ 38,000 for the three months ended June 30, 2024 and 2023, respectively, and approximately $ 138,000 and $ 93,000 for the six months ended June 30, 2024 and 2023, respectively. Income Taxes Income taxes are accounted for under the asset and liability method prescribed by accounting standards for accounting for income taxes. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized. Under Section 382 of the Internal Revenue Code, the net operating losses generated prior to the previously completed reverse merger may be limited due to the change in ownership. Additionally, net operating losses generated subsequent to the reverse merger may be limited in the event of changes in ownership. In 2017, the Tax Cuts and Jobs Act reduced the U.S. federal corporate tax rate from 35 % to 21 %. The Company follows accounting standards associated with uncertain tax positions. The Company had no unrecognized tax benefits at June 30, 2024. The Company is accounting for an uncertain tax position of approximately $ 2.1 million for the year ended December 31, 2023. The Company files tax returns in the U.S. federal and state jurisdictions. The Company utilizes the Technology Business Tax Certificate Transfer Program to sell a portion of its New Jersey Net Operating Loss carryforwards to an industrial company. CytoSorbents Europe GmbH, CytoSorbents Switzerland GmbH, CytoSorbents Poland Sp. z.o.o., CytoSorbents UK Limited, CytoSorbents Medical UK Limited, CytoSorbents India Private Limited and CytoSorbents France SAS file an annual corporate tax return, a VAT return and a trade tax return in Germany, Switzerland, Poland, France, the United Kingdom and India, respectively. 12 Table of Contents Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, liabilities at the date of the balance sheet, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The valuation of options granted, allowance for credit losses and recoverability of patents are significant estimates in these consolidated financial statements. Concentration of Credit Risk The Company maintains cash balances, at times, with financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). Beginning in April of 2023, the Company joined the IntraFi network, and established an Insured Cash Sweep (“ICS”) account whereby all cash that was previously held in the Company’s money market account at Bridge Bank is swept daily in increments of less than $250,000 and deposited in a number of IntraFi’s 4,000 member banks. This arrangement provides FDIC insurance coverage for all of the cash balances previously held in the money market account, which represents all of the cash and cash equivalents held at Bridge Bank. This arrangement excludes the restricted cash balances. Management monitors the soundness of these institutions in an effort to minimize its collection risk of these balances. A significant portion of the Company’s revenues are from product sales in Germany. Substantially all of the Company’s grant and other income are from government agencies in the United States. (See Note 4 for further information relating to the Company’s revenue.) As of June 30, 2024, two distributors accounted for approximately 30 % of outstanding grants and accounts receivable. As of December 31, 2023, one distributor accounted for approximately 19 % of outstanding grants and accounts receivable. For the three and six months ended June 30, 2024, one distributor accounted for approximately 14 % and 12 % of the Company’s total revenue. For the three months and six months ended June 30, 2023, one distributor accounted for approximately 12 % and 11 %, respectively, of the Company’s total revenue. Financial Instruments The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to their short-term nature. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 “Distinguishing Liabilities From Equity” (“ASC 480”) and ASC 815 “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance, and will remain as a component of equity thereafter. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The warrants issued upon the closing of the Company’s December 13, 2023 Offering and the closing of the Company’s June 2024 debt financing both met the criteria for equity classification under ASC 815. Accordingly, these warrants have been classified as equity as of June 30, 2024 and December 31, 2023. 13 Table of Contents Net Loss Per Common Share Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed using the treasury stock method utilizing the weighted-average number of shares of common stock plus the dilutive effect of potential common shares outstanding during the period. Dilutive potential common shares include outstanding stock options and restricted shares. The computation of diluted loss per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings (see Note 8). Stock-Based Compensation The Company accounts for its stock-based compensation under the recognition requirements of accounting standards for accounting for stock-based compensation, for employees and directors, whereby each option granted is valued at fair market value on the date of grant. Under these accounting standards, the fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. The Company also follows the guidance of accounting standards for accounting for equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services for equity instruments issued to consultants. Shipping and Handling Costs The cost of shipping product to customers and distributors is typically borne by the customer or distributor. The Company records other shipping and handling costs in cost of revenue. Total freight costs amounted to approximately $ 64,000 and $ 122,000 , respectively, for the three months ended June 30, 2024 and 2023, and $ 178,000 and $ 200,000 , respectively, for the six months ended June 30, 2024 and 2023. Effect of Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”). ASU2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. The Company adopted the provisions of ASU 2020-06 on January 1, 2024. This did not have a material impact on the Company’s financial statements. In December 2023, the FASB issued ASU No. 2023-09 entitled “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU provides guidance related to additional disclosures that will be required related to income taxes. The updated guidance is effective for public entities for fiscal years beginning after December 15, 2024. This ASU will result in additional disclosures in the Company’s consolidated financial statements related to income taxes in 2025. In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Improvements to Reportable Segment Disclosures. The guidance primarily will require enhanced disclosures about significant segment expenses. All disclosure requirements under ASU 2023-07 and existing segment disclosures in ASC 280, Segment Reporting are also required for public entities with a single reportable segment. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A retrospective approach is required to be applied to all prior periods presented in the financial statements. The Company plans to adopt the provisions of ASU 2023-07 in the fourth quarter of fiscal 2024 and continues to evaluate the disclosure requirements related to the new standard. ​ 14 Table of Contents 3. STOCKHOLDERS’ EQUITY Preferred Stock In June 2019, the Company amended and restated its certificate of incorporation. The amended and restated certificate of incorporation authorizes the issuance of up to 5,000,000 shares of “blank check” preferred stock, with such designation rights and preferences as may be determined from time to time by the Board of Directors. Common Stock In June 2019, the Company amended and restated its certificate of incorporation. The amended and restated certificate of incorporation increased the number of shares of common stock authorized for issuance from 50,000,000 shares to 100,000,000 shares. Shelf Registration On July 14, 2021, the Company filed a registration statement on Form S-3 with the SEC, which was amended on July 20, 2021 and declared effective by the SEC on July 27, 2021 (as amended, the “2021 Shelf”). The 2021 Shelf enables the Company to offer and sell, in one or more offerings, any combination of common stock, preferred stock, senior or subordinated debt securities, warrants and units, up to a total dollar amount of $ 150 million and expires after three years. On July 26, 2024, the Company filed a registration statement on Form S-3 with the SEC (the “2024 Shelf”), which enables the Company to offer and sell in one or more offerings, any combination of common stock, preferred stock, senior or subordinated debt securities, warrants and units, up to a total dollar amount of $ 150 million. The SEC has not yet declared the 2024 Shelf to be effective, however, the Company continues to be able to utilize the 2021 Shelf to offer securities. Because of the Company’s market capitalization is less than $75 million, it will be subject to baby shelf rules which limit the amount of securities sales the Company can make to one-third of its public market float over a 12-month period. Open Market Sale Agreement with Jefferies LLC On December 30, 2021, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (the “Agent”), pursuant to which the Company may sell, from time to time, at its option, shares of the Company’s common stock having an aggregate offering price of up to $ 25 million through the Agent, as the Company’s sales agent. All shares of the Company’s common stock offered and sold, or to be offered and sold under the Sale Agreement will be issued and sold pursuant to the Company’s 2021 Shelf by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, in block transactions or if specified by the Company, in privately negotiated transactions. Subject to the terms of the Sales Agreement, the Agent is required to use its commercially reasonable efforts consistent with their normal sales and trading practices to sell the shares of the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is required to pay the Agent a commission of up to 3.0 % of the gross proceeds from the sale of the shares of the Company’s common stock sold thereunder, if any. There were no sales under the Sale Agreement during the year ended December 31, 2022. During the year ended December 31, 2023, the Company sold 2,656,464 shares pursuant to the Sale Agreement, at an average selling price of $ 1.76 per share, generating net proceeds of approximately $ 4,532,000 . In addition, during the year ended December 31, 2023, the Company paid approximately $ 61,000 in expenses related to the Sale Agreement. During the six months ended June 30, 2024, the Company sold 53,290 shares pursuant to the Sales Agreement at an average selling price of $ 1.03 per share, generating net proceeds of approximately $ 53,000 . Stock-Based Compensation Total share-based employee, director, and consultant compensation amounted to approximately $ 829,000 and $ 1,563,000 for the three and six months ended June 30, 2024, respectively, and approximately $ 570,000 and $ 1,401,000 for the three and six months ended June 30, 2023, respectively. These amounts are included in the consolidated statements of operations and comprehensive loss under selling, general, and administrative expenses. 15 Table of Contents The summary of the stock option activity for the six months ended June 30, 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ Exercise Price ​ Contractual ​ Shares per Share Life (Years) Outstanding, December 31, 2023 10,548,174 ​ $ 4.49 ​ 7.01 Granted 3,378,366 ​ $ 0.95 — Forfeited ( 906,166 ) ​ $ 2.78 — Expired ( 545,536 ) ​ $ 5.31 — Exercised — ​ $ — — Outstanding, June 30, 2024 12,474,838 ​ $ 3.62 7.40 ​ The fair value of each stock option was estimated using the Black Scholes pricing model, which takes into account as of the grant date the exercise price (ranging from $ 0.84 to $ 0.99 per share) and expected life of the stock option ( 6 years ), the current price of the underlying stock and its expected volatility ( 76.6 %), expected dividends ( 0 )% on the stock and the risk free interest rate (ranging from 3.86 % to 4.65 %) for the expected term of the stock option. The intrinsic value is calculated as the difference between the market value of the shares as of June 30, 2024 of $ 0.703 and the exercise price of the shares. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding ​ ​ Number ​ Weighted ​ Weighted ​ ​ ​ Range of ​ Outstanding at ​ Average ​ Average ​ Aggregate Exercise ​ June 30, ​ Exercise ​ Remaining ​ Intrinsic Price 2024 Price Life (Years) Value $ 0.84 - $ 13.20 12,474,838 ​ $ 3.62 ​ 7.4 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ Options Exercisable Number ​ Weighted ​ Exercisable at ​ Average ​ Aggregate June 30, ​ Exercise ​ Intrinsic 2024 Price Value 5,385,858 ​ $ 5.91 ​ $ — ​ The summary of the status of the Company’s non-vested options for the six months ended June 30, 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date ​ Shares Fair Value ​ ​ ​ ​ ​ ​ Non-vested, December 31, 2023 5,205,736 ​ $ 1.89 Granted 3,378,366 ​ $ 0.67 Forfeited ( 906,166 ) ​ $ 1.88 Vested ( 588,956 ) ​ $ 2.73 Non-vested, June 30, 2024 7,088,980 ​ $ 0.99 ​ As of June 30, 2024, the Company had approximately $ 4,419,000 of total unrecognized compensation cost related to stock options which will be amortized over approximately 36 months . On March 29, 2024, the Board of Directors granted options to purchase 380,480 shares of common stock to certain executive officers and certain other non-executive officer employees related to the Company’s salary reduction for stock options program. These options will vest in full on January 31, 2025. The grant date fair value of these unvested options amounted to approximately $ 249,000 . 16 Table of Contents On April 2, 2024, the Board of Directors granted options to purchase 1,214,400 shares of common stock to the Company’s employees which will be awarded based upon each employee’s 2024 individual performance evaluation. Once awarded, these options will vest one half on the first anniversary of the grant date, one quarter on the second anniversary of the grant date, and one quarter on the third anniversary of the grant date. The grant date fair value of these unvested options amounted to approximately $ 830,000 . On April 2, 2024, the Board of Directors granted options to purchase 922,147 shares of common stock to certain of the Company’s employees. These options will vest in full on the first anniversary of the grant date. The grant date fair value of these unvested options amounted to approximately $ 594,000 . On April 2, 2024, the Board of Directors granted options to purchase 110,000 shares of common stock to members of the Company’s Board of Directors. These options will vest in full on the first anniversary of the grant date. The grant date fair value of these unvested options amounted to approximately $ 71,000 . On April 2, 2024, the Board of Directors granted options to purchase 556,000 shares of common stock to certain senior managers of the Company. These options will vest one half on the first anniversary of the grant date, one quarter on second anniversary of the grant date, one quarter on third anniversary of the grant date. The grant date fair value of these unvested options amounted to approximately $ 380,000 . On April 8, 2024, the Board of Directors granted options to purchase 131,339 shares of common stock employees related to the Company’s salary reduction for stock options program. The grant date fair value of these unvested options amounted to approximately $ 85,000 . These options will vest in full on January 31, 2025. During the six months ended June 30, 2024, 64,000 options were awarded to newly hired employees and consultants in connection with their employment or consulting agreements. Change in Control-Based Awards of Restricted Stock Units: The Board of Directors has granted restricted stock units to members of the Board of Directors, to the Company’s executive officers, and to employees of the Company. These restricted stock units will only vest upon a Change in Control of the Company, as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan. The following table is a summary of these restricted stock units: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted Stock Units ​ ​ ​ Board of Executive Other ​ ​ ​ ​ ​ Directors ​ Management Employees Total ​ Intrinsic Value December 31, 2023 346,500 779,500 1,697,500 2,823,500 $ 3,134,085 Granted — — 156,250 156,250 ​ ​ Forfeited — — ( 283,750 ) ( 283,750 ) ​ ​ June 30, 2024 346,500 779,500 1,570,000 2,696,000 ​ $ 1,926,044 ​ Due to the uncertainty over whether these restricted stock units will vest, which only happens upon a Change in Control, no charge for these restricted stock units has been recorded in the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 and 2023. Other Awards of Restricted Stock Units: On August 10, 2022, certain named executive officers and senior managers were granted 288,500 restricted stock units. These awards were valued at approximately $ 563,000 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and vested (or will vest) one-third on the date of the grant, one-third on the first anniversary of the date of the grant, and one-third on the second anniversary of the date of the grant. For the three and six months ended June 30, 2024, and 2023, the Company recorded a charge of approximately $ 47,000 and $ 94,000 , and $ 47,000 and $ 94,000 , respectively, related to these restricted stock unit awards. 17 Table of Contents On July 7, 2023, certain named executive officers and senior managers were granted 250,000 restricted stock units. These awards were valued at approximately $ 883,000 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and will vest two-third on the first anniversary of date of the grant, and one-third on the second anniversary of the date of the grant. For the three and six months ended June 30, 2024, the Company recorded a charge of approximately $ 110,000 and $ 221,000 , respectively, related to these restricted stock unit awards. On September 18, 2023, a named executive officer was granted 45,000 restricted stock units. This award was valued at approximately $ 89,000 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant. These restricted stock units vested (will vest) as follows: 25,000 on the date of the grant, 10,000 on the first anniversary of the date of the grant and 10,000 on the second anniversary of the date of the grant. For the three and six months ended June 30, 2024, the Company recorded a charge of approximately $ 5,000 and $ 10,000 , respectively, related to these restricted stock unit awards. On April 2, 2024, the Board of Directors granted 343,000 restricted stock units to certain senior managers of the Company. These awards were valued at approximately $ 328,000 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and will vest one half on the first anniversary of the grant date and one half on the second anniversary of the grant date. For the three and six months ended June 30, 2024, the Company recorded a charge of approximately $ 40,000 and $ 40,000 , respectively, related to these restricted stock unit awards. Additionally, certain employees were offered a total of 103,000 restricted stock units as a condition of their employment. These awards were valued at approximately $ 410,000 at the date of issuance. 40,000 of the restricted stock units valued at $ 149,000 were forfeited in Q2 2024. 20,000 of the restricted stock units valued at $ 132,000 were vested in Q2 2024. 13,000 of these restricted stock units vest upon the earlier of a Change in Control or one -third after the second anniversary of the award, one -third on the third anniversary of the award, and one -third on the fourth anniversary of the award. The other 30,000 of these restricted stock units vest upon the earlier of a Change in Control or three years from the date of the award. For the three and six months ended June 30, 2024, and 2023, the Company recorded a charge (income) of approximately $( 191,000 ) and $( 163,000 ), and $ 19,000 and $ 46,000 , respectively, related to these restricted stock unit awards. The following table outlines the restricted stock unit activity for the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date ​ Shares Fair Value Non-vested, December 31, 2023 430,505 ​ $ 3.31 Granted ​ 373,000 ​ $ 0.96 Vested ( 20,000 ) ​ $ 6.59 Forfeited ​ ( 40,000 ) ​ $ 3.73 Non-vested, June 30, 2024 ​ 743,505 ​ $ 2.02 ​ Warrants: As of June 30, 2024, the Company had 4,352,130 warrants outstanding. 2,706,561 warrants outstanding are related to the Company’s December 13, 2023 Offering and these warrants are immediately cash exercisable at an exercise price of $ 2.00 per share and expire on December 13, 2028. Another 1,645,569 warrants were issued on June 28, 2024 in connection with the Company’s Loan and Security Agreement with Avenue and these warrants have an exercise price of $ 0.79 and expire on June 28, 2029. The number of warrants is fixed, however, the exercise price may be adjusted down if the Company raises equity (excluding sales of equity utilizing the Company’s at-the-market equity facility) at a share price that is lower than $ 0.79 . These warrants are excisable into common stock. 18 Table of Contents 4. REVENUE The following table disaggregates the Company’s revenue by customer type and geographic area for the three months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ ​ ​ ​ ​ ​ ​ ​ Distributors/ ​ Government ​ ​ ​ ​ Direct Strategic Partners Agencies Total Product sales: ​ ​ ​ ​ United States ​ $ 20,398 ​ $ 18,000 ​ $ — ​ $ 38,398 Germany ​ 2,778,594 ​ ​ — ​ ​ — ​ ​ 2,778,594 All other countries ​ 1,673,812 ​ ​ 4,350,985 ​ ​ — ​ ​ 6,024,797 Total product revenue ​ 4,472,804 ​ ​ 4,368,985 ​ ​ — ​ ​ 8,841,789 Grant and other income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ — ​ ​ — ​ ​ 1,052,847 ​ ​ 1,052,847 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue ​ $ 4,472,804 ​ $ 4,368,985 ​ $ 1,052,847 ​ $ 9,894,636 ​ The following table disaggregates the Company’s revenue by customer type and geographic area for the three months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ ​ ​ ​ ​ ​ ​ ​ Distributors/ ​ Government ​ ​ ​ ​ Direct Strategic Partners Agencies Total Product sales: ​ ​ ​ ​ United States ​ $ 6,583 ​ $ — ​ $ — ​ $ 6,583 Germany ​ 3,168,448 ​ ​ — ​ ​ — ​ ​ 3,168,448 All other countries ​ 1,493,725 ​ ​ 3,403,656 ​ ​ — ​ ​ 4,897,381 Total product revenue ​ 4,668,756 ​ ​ 3,403,656 ​ ​ — ​ ​ 8,072,412 Grant and other income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ — ​ ​ — ​ ​ 1,348,409 ​ ​ 1,348,409 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue ​ $ 4,668,756 ​ $ 3,403,656 ​ $ 1,348,409 ​ $ 9,420,821 ​ The following table disaggregates the Company’s revenue by customer type and geographic area for the six months ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ ​ ​ ​ ​ ​ ​ ​ Distributors/ ​ Government ​ ​ ​ ​ Direct Strategic Partners Agencies Total Product sales: ​ ​ ​ ​ United States ​ $ 42,014 ​ $ 36,000 ​ $ — ​ $ 78,014 Germany ​ 6,316,321 ​ ​ — ​ ​ — ​ ​ 6,316,321 All other countries ​ 3,424,353 ​ ​ 8,012,621 ​ ​ — ​ ​ 11,436,974 Total product revenue ​ 9,782,688 ​ ​ 8,048,621 ​ ​ — ​ ​ 17,831,309 Grant and other income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ — ​ ​ — ​ ​ 1,849,619 ​ ​ 1,849,619 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue ​ $ 9,782,688 ​ $ 8,048,621 ​ $ 1,849,619 ​ $ 19,680,928 ​ 19 Table of Contents The following table disaggregates the Company’s revenue by customer type and geographic area for the six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ ​ ​ ​ ​ ​ ​ ​ Distributors/ ​ Government ​ ​ ​ ​ Direct Strategic Partners Agencies Total Product sales: ​ ​ ​ ​ United States ​ $ 10,353 ​ $ — ​ $ — ​ $ 10,353 Germany ​ 6,506,352 ​ ​ — ​ ​ — ​ ​ 6,506,352 All other countries ​ 2,996,324 ​ ​ 6,469,422 ​ ​ — ​ ​ 9,465,746 Total product revenue ​ 9,513,029 ​ ​ 6,469,422 ​ ​ — ​ ​ 15,982,451 Grant and other income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ — ​ ​ — ​ ​ 2,887,866 ​ ​ 2,887,866 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue ​ $ 9,513,029 ​ $ 6,469,422 ​ $ 2,887,866 ​ $ 18,870,317 ​ The Company has two primary revenue streams: (1) sales of the CytoSorb device and related device accessories and (2) grant income from contracts with various agencies of the United States government. The following is a brief description of each revenue stream. CytoSorb Sales The Company sells its CytoSorb device using both its own sales force (direct sales) and through the use of distributors and/or strategic partners. The majority of sales of the device are outside the United States, as CytoSorb is not yet approved for commercial sale in the United States. However, in April 2020, the Company was granted EUA of CytoSorb for use in critically-ill patients infected with COVID-19 with imminent or confirmed respiratory failure by the FDA. Direct sales outside the United States relate to sales to hospitals located in Germany, Switzerland, Austria, Belgium, Luxembourg, Poland, the Netherlands, Sweden, Denmark, Norway and the United Kingdom. Direct sales are fulfilled from the Company’s warehouse facility in Berlin, Germany. There are no formal sales contracts with any direct customers relating to product price or minimum purchase requirements. However, there are agreements in place with certain direct customers that provide for either free of charge product or rebate credits based upon achieving minimum purchase levels. The Company records the value of these items earned as a reduction of revenue. These customers submit purchase orders and the order is fulfilled and shipped directly to the customer. Prices to all direct customers are based on a standard price list based on the packaged quantity (6 packs versus 12 packs). Distributor and strategic partner sales make up the remaining product sales. These distributors are located in various countries throughout the world. The Company has a formal written contract with each distributor/strategic partner. These contracts have terms ranging from 1 - 5 years in length, with three years being the typical term. In addition, certain distributors are eligible for volume discount pricing if their unit sales are in excess of the base amount in the contract. Most distributor’s/strategic partner’s contracts have minimum annual purchase requirements in order to maintain exclusivity in their respective territories. There is no additional consideration or monetary penalty that would be required to be paid to CytoSorbents if a distributor does not meet the minimum purchase commitments included in the contract, however, at the discretion of the Company, the distributor may lose its exclusive rights in the territory if such commitments are not met. Government Grants The Company has been the recipient of various grant contracts from various agencies of the United States government, primarily the Department of Defense, to perform various research and development activities. These contracts fall into one of the following categories: 1. Fixed price – the Company invoices the contract amount in equal installments over the term of the contract without regard to the timing of the costs incurred related to this contract. If billings on fixed price contracts exceed the costs incurred, revenue will be deferred to the extent of the excess billings. 20 Table of Contents 2. Cost reimbursement – the Company submits monthly invoices during the term of the contract for the amount of direct costs incurred during that month plus an agreed upon percentage that relates to allowable overhead and general and administrative expenses. Cumulative amounts invoiced may not exceed the maximum amount of funding stipulated in the contract. 3. Cost plus – this type of contract is similar to a cost reimbursement contract but this type also allows for the Company to additionally invoice for a fee amount that is included in the contract. 4. Performance based – the Company submits invoices only upon the achievement of the milestones listed in the contract. The amount to be invoiced for each milestone is documented in the contract. These government contracts have terms ranging from three months to four years. The Company may apply for an extension of the term of the contract in order to complete its research and development activities but would not receive additional funding during the extension period in excess of the original contract. See Note 2 regarding the accounting policies related to these contracts. In summary, the contracts the Company has with customers are the distributor/strategic partner contracts related to CytoSorb product sales, agreements with direct customers related to free-of-charge product and credit rebates based upon achieving minimum purchase levels, and contracts with various government agencies related to the Company’s grants. The Company does not currently incur any outside/third party incremental costs to obtain any of these contracts. The Company does incur internal costs, primarily salary related costs, to obtain the contracts related to the grants. Company employees spend time reviewing the program requirements and developing the budget and related proposal to submit to the grantor agency. There may additionally be travel expenditures involved with meeting with government agency officials during the negotiation of the contract. These internal costs are expensed as incurred. The following table provides information about receivables and contract liabilities from contracts with customers: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 December 31, 2023 Receivables, which are included in grants and accounts receivable ​ $ 5,906,808 ​ $ 3,846,271 Contract liabilities, which are included in accrued expenses and other current liabilities ​ $ 1,298,050 ​ $ 1,573,141 ​ Contract receivables represent balances due from product sales to distributors amounting to $ 5,424,751 and $ 3,270,724 at June 30, 2024 and December 31, 2023, respectively, and billed and unbilled amounts due on government contracts amounting to $ 482,057 and $ 575,547 at June 30, 2024 and December 31, 2023, respectively. Contract liabilities represent the value of free of charge goods and credit rebates earned in accordance with the terms of certain direct customer agreements, which amounted to $ 201,887 and $ 196,322 as of June 30, 2024 and December 31, 2023, respectively, and deferred grant revenue related to the billing on fixed price contracts in excess of costs incurred, which amounted to $ 1,096,163 and $ 1,376,819 at June 30, 2024 and December 31, 2023, respectively. 5. LONG-TERM DEBT, NET Avenue Capital Group: On June 28, 2024 (the “Closing Date”), the Company entered into a Loan and Security Agreement (as amended, supplemented, restated or otherwise modified as of the date hereof and from time to time, the “Loan and Security Agreement”) with Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership (“Avenue”), Avenue Venture Opportunities Fund II, L.P., a Delaware limited partnership (“Avenue 2” and, together with Avenue, the “Lenders”), and Avenue Capital Management II, L.P., a Delaware limited partnership (the “Administrative and Collateral Agent”). Under the Loan and Security Agreement, the Lenders have agreed to loan to the Company up to an aggregate of $ 20 million, to be disbursed in two tranches: (1) one tranche of $ 15 million (“Growth Capital Loan Tranche 1”) on the Closing Date, with $ 4.5 million funded by Avenue and $ 10.5 million funded by Avenue 2, of which $ 10 million is available to the Company on the Closing Date and $ 5 million constitutes restricted cash subject to release to the Company prior to March 31, 2025, provided (i) the FDA has accepted Company’s application for review with respect to DrugSorb-ATR De Novo 510(k) and (ii) the Company has received a minimum of $ 3 million in net proceeds from the sale of its equity securities after the Closing Date. The restriction will be released on a dollar for dollar 21 Table of Contents basis for equity raised between $ 3 million and $ 5 million and (2) a second tranche of up to $ 5 million, which may be disbursed at the Company’s request between July 1, 2025 and December 31, 2025, provided that the Company receives FDA marketing approval of its DrugSorb-ATR application (“Growth Capital Loan Tranche 2” and together with Growth Capital Loan Tranche 1, the “Growth Capital Loans” or the “Commitment”). The proceeds from the Commitment were used to pay off the existing outstanding debt with Bridge Bank, and will additionally be used for working capital purposes and to fund general business requirements in accordance with the terms of the Loan and Security Agreement. Each Growth Capital Loan shall bear interest at a variable rate per annum equal to the greater of (A) the Prime Rate (as defined in the Loan and Security Agreement) plus five percent ( 5.00 %) or (B) thirteen and one-half percent ( 13.50 %). Commencing on August 1, 2024, the Company shall make monthly payments during the term of each Growth Capital Loan of interest only during the initial 25-month period following the Closing Date (as may be extended to the 30 months anniversary of the Closing Date upon satisfaction of certain conditions) and thereafter to maturity in equal monthly installments of principal plus accrued and unpaid interest. All unpaid principal and accrued and unpaid interest shall be due and payable in full on July 1, 2027; provided, however that if the Company draws the full amount of Growth Capital Loan Tranche 2 by December 2025, all unpaid principal and accrued and unpaid interest shall be due and payable in full by January 1, 2028. In addition, the Loan and Security Agreement required the Company to pay a non-refundable commitment fee equal to 1.00 % of the Commitment due and payable on the Closing Date. In addition to the non-refundable commitment fee, the Company also paid financial advisor fees and legal fees of approximately $ 640,000 related to the Commitment. These costs are being amortized over the loan period as a charge to interest expense. During the three and six months ended June 30, 2024, the Company recorded interest expense of approximately $ 2,000 related to these costs. In addition, the Loan and Security Agreement requires the Company to pay a non-refundable final payment equal to 4.5 % of the original commitment amount. This final payment has been accrued and included as part of the debt discount. This discount will be charged to interest expense over the term of the loan. For the three and six months ended June 30, 2024, the Company recorded interest expense of approximately $ 2,500 related to the debt discount. The Capital Growth Loans are evidenced by secured promissory notes issued to the Lenders by the Company. If the Company elects to prepay the Growth Capital Loan(s) pursuant to the terms of the Loan and Security Agreement, it will owe a prepayment fee to the Lenders, as follows: (1) for a prepayment made on or after the funding date of a Growth Capital Loan through and including the first anniversary of such funding date, an amount equal to 3.00 % of the principal amount of such Growth Capital Loan prepaid; (2) for a prepayment made after the first anniversary of the funding date of a Growth Capital Loan through and including the second anniversary of such funding date, an amount equal to 2.00 % of the principal amount of such Growth Capital Loan prepaid; and (3) for a prepayment made any time after the second anniversary of the funding date of a Growth Capital Loan, an amount equal to 1.00 % of the principal amount of such Growth Capital Loan prepaid. Events of default which may cause repayment of the Commitment to be accelerated include, among other customary events of default, (1) non-payment of any obligation when due, (2) the failure to perform any obligation required under the Loan and Security Agreement and to cure such default within a reasonable time frame, (3) the occurrence of any circumstance that has a Material Adverse Effect (as defined in the Loan and Security Agreement), (4) default beyond any applicable grace period or cure under any other agreement involving the borrowing of money in excess of the Threshold Amount (as defined in the Loan and Security Agreement), (5) any judgment(s) singly or in the aggregate in excess of the Threshold Amount entered against the Company that remain unsatisfied, unvacated or unstayed for 15 days or more after entry thereof (to the extent not otherwise covered by independent third-party insurance), and (6) if the Company becomes insolvent or starts an insolvency proceeding or if an insolvency proceeding is brought by a third party against the Company and such proceeding is not dismissed or stayed within 45 days . The Loan and Security Agreement includes customary loan conditions, company representations and warranties, company affirmative covenants and company negative covenants for secured transactions of this type. As of June 30, 2024, the Company was in compliance with these covenants. As additional consideration for the Commitment, on June 28, 2024, the Company also issued each Lender a warrant instrument (each, a “Warrant”) entitling the Lenders to purchase an aggregate of 1,645,569 shares of the Company’s common stock for cash at the exercise price of $ 0.79 and expire on June 28, 2029. The number of warrants is fixed, however, the exercise price may be adjusted down if the Company raises equity (excluding sales of equity utilizing the Company’s at-the-market equity facility) at a share price that is lower than $ 0.79 . These warrants meet the criteria for equity classification under ASC 815. Accordingly, the Company has recorded a debt discount and additional paid in capital of approximately $690,000 related to these warrants as of June 30, 2024. This discount will be charged to interest expense over the term of the loan. 22 Table of Contents The Lenders were also granted the right while the Commitment is outstanding to convert up to an aggregate amount of $ 2,000,000 of the principal amount of the outstanding Growth Capital Loans into the Company’s common stock at a fixed conversion price of 120 % of the Closing Price (as defined in the warrant) or $ 0.95 per share (the “Conversion Option”). The Company’s and CytoSorbents Medical’s obligations under the Loan and Security Agreement are joint and several. The obligations under the Loan and Security Agreement are secured by a first priority security interest in favor of the Lenders with respect to the Company’s Shares (as defined in the Loan and Security Agreement) and the Company’s Collateral (as defined in the Loan and Security Agreement), which includes the Company’s intellectual property, pursuant to that certain Intellectual Property Security Agreement, dated as of June 28, 2024, by and between the Company and the Administrative and Collateral Agent. ​ Long-term debt consists of the following as of June 30, 2024: ​ ​ ​ ​ ​ Principal amount $ 15,000,000 Accrued final fee ​ 900,000 Less unamortized debt discount ​ ​ ( 1,588,209 ) Less unamortized debt acquisition costs ​ ​ ( 638,596 ) Subtotal ​ 13,673,195 Less Current maturities ​ — Long-term debt net of current maturities ​ $ 13,673,195 ​ Principal payments of long-term debt are due as follows during the periods ending June 30: ​ ​ ​ ​ ​ 2025 $ — 2026 ​ — 2027 ​ 13,750,000 2028 ​ ​ 1,250,000 Total ​ $ 15,000,000 ​ ​ Bridge Bank: ​ On June 28, 2024, concurrent with the closing of the Avenue financing discussed above, the Company paid off its existing outstanding debt with Bridge Bank. The following items survive the termination of the Bridge Bank Amended and Restated Loan and Security Agreement and related amendments: ​ 2018 Success Fee Letter: Pursuant to the amended 2018 Letter, the Borrower shall pay to the Bank a success fee in the amount equal to 6.37 % of the funded amount of the Term B Loan (as defined in the Restated Loan and Security Agreement) (the “Success Fee”) upon the first occurrence of any of the following events: (a) a sale or other disposition by the Borrower of all or substantially all of its assets; (b) a merger or consolidation of the Borrower into or with another person or entity, where the holders of the Borrower’s outstanding voting equity securities as of immediately prior to such merger or consolidation hold less than a majority of the issued and outstanding voting equity securities of the successor or surviving person or entity as of immediately following the consummation of such merger or consolidation; (c) a transaction or a series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of the Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of the Borrower, who did not have such power before such transaction; or (d) the closing price per share for the Company’s common stock on the Nasdaq Capital Market being the greater of (i) 70 % or more over $ 7.05 , the closing price of the Company’s common stock on March 29, 2018 (after giving effect to any stock splits or consolidations effected after the date thereof) for five successive business days, or (ii) at least 26.13 % more than the average price of Company’s common stock for the 365-day period ending on the date of the funding of the Term B Loan. This obligation terminated on the fifth anniversary of the funding of the Term B Loan which was July 31, 2024. 23 Table of Contents 2022 Success Fee Letter: Pursuant to the 2022 Success Fee Letter, the Borrower will pay to the Bank a success fee equal to (i) 1 % of $ 5 million if the Company draws down the first tranche of the Term C Loan and is payable only if the Company’s stock price equals or exceeds $ 8 for five consecutive trading days; (ii) 1.5 % of $ 5 million if the Company draws down the second tranche of the Term C Loan and is payable only if the Company’s stock price equals or exceeds $ 10 for five consecutive trading days; and (iii) 2 % of $ 5,000,000 if the Company draws down the third tranche of the Term C Loan and is payable only if the Company’s stock price equals or exceeds $ 12 for five consecutive trading days (together, the “Success Fee”). As of June 28, 2024, the Company had drawn down only the first tranche of the Term C Loan. Borrower may pay the Success Fee in cash or in shares of common stock, at Borrower’s sole discretion. The right of Bank to receive the Success Fees and the obligation of the Borrower to pay the Success Fees hereunder shall terminate on the date that is the fifth anniversary of the funding date of the last Term C Loans made but shall survive the termination of the Loan Agreement and any prepayment of the Term C Loans. The termination date of this Letter is December 27, 2027. ​ ​ 6. COMMITMENTS AND CONTINGENCIES Employment Agreements On July 30, 2019, CytoSorbents Corporation entered into amended and restated executive employment agreements with its principal executives, Dr. Phillip P. Chan, Chief Executive Officer, Vincent Capponi, President and Chief Operating Officer, and Kathleen P. Bloch, the Company’s former Chief Financial Officer. Each of the agreements has an initial term of three years and was retroactively effective as of January 1, 2019. On April 12, 2020, CytoSorbents Corporation entered into an executive employment agreement with Dr. Efthymios Deliargyris, who began employment as Chief Medical Officer on May 1, 2020, with an initial term that expired on December 31, 2021. After the expiration of the initial terms, the employment agreements will automatically renew for additional terms of one year unless either party provides written notice of non-renewal at least 60 days prior to a renewal. In January 2024, these employment agreements automatically renewed for an additional one year . The foregoing employment agreements each provide for base salary and other customary benefits which include participation in group insurance plans, paid time off and reimbursement of certain business-related expenses, including travel and continuing educational expenses, as well as bonus and/or equity awards at the discretion of the Board of Directors. In addition, the agreements provide for certain termination benefits in the event of termination without “Cause” or voluntary termination of employment for “Good Reason”, as defined in each agreement. The agreements also provide for certain benefits in the event of a “Change of Control” of the Company, as defined in each agreement. Effective March 31, 2023, Ms. Bloch retired from her role as Chief Financial Officer of the Company. Ms. Bloch’s employment agreement expired on March 31, 2023, upon her retirement from the Company. In connection with Ms. Bloch’s retirement, the Company and Ms. Bloch entered into a Consulting Agreement, dated as of March 31, 2023 (the “Consulting Agreement”), pursuant to which Ms. Bloch served as a consultant to the Company and as the Company’s Interim Chief Financial Officer. On September 18, 2023, the Company entered into a new Employment Agreement with Ms. Kathleen P. Bloch pursuant to which Ms. Bloch will continue to serve as the Company’s Chief Financial Officer. Ms. Bloch’s service under the Employment Agreement has replaced and terminated the Consulting Agreement disclosed above. The Employment Agreement provides for base salary and other customary benefits which include participation in group insurance plans, paid time off and reimbursement of certain business-related expenses, including travel and continuing educational expenses, as well as bonus and/or equity awards at the discretion of the Board of Directors. In addition, the agreement provides for certain termination benefits in the event of termination without “Cause” or voluntary termination of employment for “Good Reason”, as defined in each agreement. Unless terminated sooner by either the Company or Ms. Bloch, the Employment Agreement will remain in effect until December 31, 2025, and thereafter, as mutually agreed between the Company and Ms. Bloch. 24 Table of Contents Litigation The Company is, from time to time, subject to claims and litigation arising in the ordinary course of business. The Company intends to defend vigorously against any future claims and litigation. On March 5, 2024, Danielle Greene, a former employee, filed a complaint against us in the Superior Court of New Jersey, Law Division, Mercer County, alleging breach of the New Jersey Conscientious Employee Protection Act (“CEPA”). The complaint specifically alleges that we violated the provisions of the CEPA by allegedly terminating Ms. Greene in retaliation for complaining about certain business practices. We dispute these allegations and intend to vigorously defend against them, but there can be no assurance as to the outcome of the litigation. Royalty Agreements Pursuant to an agreement dated August 11, 2003, an existing investor agreed to make a $ 4 million equity investment in the Company. These amounts were received by the Company in 2003. In connection with this agreement the Company granted the investor a perpetual royalty of 3 % on all gross revenues received by the Company from the sale of its CytoSorb device which such rights were assigned to an existing investor in 2017. For the three months ended June 30, 2024 and 2023, the Company recorded royalty expenses of approximately $ 264,000 and $ 240,000 , respectively. For the six months ended June 30, 2024 and 2023, the Company recorded royalty expenses of approximately $ 531,000 and $ 474,000 , respectively. These expenses are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. On August 1, 2022, the Company entered into the Marketing Agreement with Fresenius, which expands the Company’s strategic partnership with Fresenius by establishing a multi-stage global collaboration to combat life-threatening diseases in critical care. The Marketing Agreement has an initial term of three years, with an automatic renewal for an additional two years at the end of such initial term, subject to earlier termination by either of the parties (the “Term”). To help support the increased marketing and promotional efforts of the expanded collaboration, the Company has agreed to subsidize a portion of the marketing costs through royalty payments to Fresenius. Initially, the Marketing Agreement provides for royalty payments equal to 0.9 % of the Company’s net sales of CytoSorb products made during the Term (excluding net sales in the United States). This initial royalty rate was determined based on certain assumptions regarding the percentage of the Company’s sale of CytoSorb products that are used with the Fresenius critical care platforms in the intensive care unit outside of the United States but is subject to adjustment if the Company determines that the underlying assumptions have changed significantly. For the three and six months ended June 30, 2024 and 2023, the Company did not record any expense related to this agreement. The launch of this program is expected to occur in 2024. License Agreement In an agreement dated September 1, 2006, the Company entered into a license agreement which provides the Company the exclusive right to use its patented technology and proprietary know-how relating to adsorbent polymers for a period of 18 years . Under the terms of the agreement, the Company has agreed to pay license fees of 2.5 % to 5 % on the sale of certain of its products if and when those products are sold commercially for a term not greater than 18 years commencing with the first sale of such product. For the three months ended June 30, 2024 and 2023 per the terms of the license agreement, the Company recorded licensing expenses of approximately $ 352,000 and $ 320,000 , respectively. For the six months ended June 30, 2024 and 2023 per the terms of the license agreement, the Company recorded licensing expenses of approximately $ 709,000 and $ 632,000 , respectively. These expenses are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. ​ 25 Table of Contents 7. LEASES The Company leases its operating facilities in both the United States and Germany under operating lease agreements. In March 2021, CytoSorbents Medical Inc. entered into a lease agreement for a new operating facility at 305 College Road East, Princeton, New Jersey, which contains office, laboratory, manufacturing and warehouse space. The lease commenced on June 1, 2021. The Early Term commenced on June 1, 2021 and lasted until September 30, 2021. The lease also contains two five-year renewal options; however, the Company has determined that it is not likely that they will exercise these options. Commencing on September 30, 2021, the remaining lease term will last for 15.5 years. The lease requires monthly rental payments of $ 25,208 for the Initial Early Term, $ 88,254 for the Early Term and initial monthly payments of approximately $ 111,171 in the first year of the remaining term. Following the first year of the remaining term, the annual base rent will increase by approximately 2.75 % annually over the remaining term. The lease also contains six months of rent abatement (months 1, 2, 3, 25, 26 and 27 of the remaining lease term). In addition to the base rent, payments of operating expenses and real estate taxes will be required. These payments are to be based on actual amounts incurred during 2021 multiplied by the Company’s share of the total building space ( 92.3 %). The landlord will also provide an allowance of approximately $ 1,455,000 related to certain building improvements as outlined in the lease. In April 2021, the Company provided the landlord with a letter of credit in the amount of approximately $ 1,467,000 as security. The Company has determined that this lease should be treated as an operating lease in accordance with the provisions of Accounting Standards Codification (“ASC”) 842. On April 1, 2021, the Company recorded a Right-of-Use asset and related lease liability of approximately $ 11.6 million, which represents the estimated present value of the lease payments at the commencement date discounted at the Company’s incremental borrowing rate of 9.8 %. In addition, due to the six months of rent abatement and annual base rent escalations during the remaining lease term that commenced on September 30, 2021, the Company will recognize rent expense on this lease on a straight-line basis over the remaining term of the lease for the difference between the rent expense recognized and the required payments under the lease. In September 2021, the Company extended its two operating leases for its office facility in Germany. These leases require combined base rent payments amounting to approximately $ 12,100 per month. The initial lease term of both leases ends August 31, 2026. In addition, the Company is obligated to monthly operating expenses of approximately $ 3,000 per month. Both leases have a five-year option to renew that would extend the lease term to August 31, 2031. There are no provisions in the leases to increase the base rent during the renewal period. There were no lease incentives and no initial direct costs were incurred related to these leases. In January 2021, CytoSorbents Europe GmbH entered into a lease for 1,068 square meters of additional warehouse space. The lease commenced on April 1, 2021 and requires monthly payments of base rent of $ 7,784 and other costs of approximately $ 239 and has a term of five years . The lease also has an option to extend the lease term for an additional five-year period through March 31, 2031. The Company has determined that this lease should be treated as an operating lease in accordance with the provisions of ASC 842. On April 1, 2020, the Company recorded a Right-of-Use asset and related lease liability at the estimated present value of the lease payments at the commencement date of approximately $ 594,000 . Right-Of-Use Asset and Lease Liability The Company’s consolidated balance sheets reflect the value of the right-of-use asset and related lease liability. This value was calculated based on the present value of the remaining base rent lease payments. The remaining lease payments include the renewal periods for both of the facilities in Germany and do not include the renewal periods for the United States facility. The discount rate used was the Company’s incremental borrowing rate, which is 9.8 %, as the Company could not determine the rate implicit in the lease. As a result, the value of the right-of- use asset and related lease liability is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2024 2023 Right-of-use asset ​ $ 11,789,539 ​ $ 12,058,896 ​ ​ ​ ​ ​ ​ ​ Total lease liability ​ $ 13,092,792 ​ $ 13,270,295 Less current portion ​ ( 412,067 ) ​ ​ ( 373,636 ) Lease liability, net of current portion ​ $ 12,680,725 ​ $ 12,896,659 ​ 26 Table of Contents The maturities of the lease liabilities are as follows for the periods ending June 30: ​ ​ ​ ​ 2025 $ 1,676,044 2026 ​ 1,715,575 2027 ​ 1,756,193 2028 ​ 1,797,927 2029 ​ 1,840,810 Thereafter ​ 14,487,274 Total lease payments ​ ​ 23,273,823 Present value discount ​ ​ ( 10,181,031 ) Total ​ $ 13,092,792 ​ For the three months ended June 30, 2024 and 2023, operating cash flows paid in connection with operating leases amounted to approximately $ 566,000 and $ 466,000 , respectively, and $ 1,137,000 and $ 1,099,000 ,respectively, for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and December 31, 2023, the weighted average remaining lease term was years 11.9 and 12.7 years, respectively. 8. NET LOSS PER SHARE Basic loss per share and diluted loss per share for the three and six months ended June 30, 2024 and 2023 have been computed by dividing the net loss for each respective period by the weighted average number of shares outstanding during that period. All outstanding warrants, options and restricted stock awards representing approximately 20,266,000 and 11,904,000 incremental shares at June 30, 2024 and 2023, respectively, have been excluded from the computation of diluted loss per share as they are anti-dilutive. ​ ​ 27 Table of Contents