Cytosorbents Corp.CTSO
Recorded

Cytosorbents Corp. AGM 2026

Review the key takeaways and the transcript of this earnings call.

PeriodFY 2026Duration1 hr 6 minParticipants11

Transcript

Preview the first fifteen paragraphs, organized by speaker.

Phillip ChanCEO

Welcome. I am Dr. Phillip P. Chan, Chief Executive Officer of CytoSorbents Corporation. Will the meeting please come to order? Let me take this opportunity to welcome all those present to this annual meeting of stockholders of CytoSorbents Corporation. We are excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of stockholders. Before proceeding to the business of this meeting, there are certain technical legal matters which we must dispose of in order to make certain that we are conducting a duly authorized meeting. As soon as these are completed, I would like to introduce you to the officers and directors of the company, and also to describe to you matters proposed for your consideration and action at this meeting. The company has designated Christopher J. Woods from American Election Services, LLC to serve as the Inspector of Elections.

Phillip ChanCEO

Will the Inspector of Election please present to the secretary his signed oath as Inspector of Election? If there are no objections, I will direct that such oath be filed with the minutes of the meeting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions. Stockholders who have sent in proxies or have previously voted via telephone or internet and do not want to change their vote do not need to take any further action at this time. We will pause for a moment while the Inspector of Election makes his final tabulation of stockholders present in person or by proxy. Will the Inspector of Election kindly submit his report of the number of shares of common stock of the company represented at the meeting, either virtually or by proxy?

Christopher WoodsVP

There are represented at the meeting, either virtually or by proxy, 42,487,327 shares of common stock, $0.001 par value per share, out of a total number of 62,842,748 shares of common stock issued and outstanding and entitled to vote at the meeting. Each share of common stock is entitled to one vote, and accordingly, there are an aggregate of 62,842,748 votes entitled to be cast at this meeting, of which an aggregate of 42,487,327 are present virtually or represented by proxy.

Phillip ChanCEO

The report of the Inspector of Election indicates that there are present at the meeting, virtually or represented by proxy, the holders of a majority of the total number of shares of stock of the company outstanding and entitled to vote at the meeting. There is, therefore, a quorum present, and the meeting is competent to transact business. Will the Inspector of Election kindly execute his certificate as to stockholders present at the meeting, and if there are no objections, I will direct that the certificate be filed with the minutes of the meeting. Will the Secretary of the meeting please report on the mailing of the proxy materials and the availability of a list of stockholders.

Christopher WoodsVP

Dr. Chan, a copy of the notice of the annual meeting of stockholders dated June 25th, 2026, concerning the matters to be considered and acted upon at the meeting, and a copy of the proxy statement, proxy card, and annual report to stockholders for the fiscal year ended December 31st, 2025, were made available electronically or by mail to each stockholder of record at the close of business on June 15th, 2026, the date affixed by the board of directors as the record date for this meeting, on or about June 25th, 2026. An affidavit of distribution to that effect, executed by an officer of Broadridge Corporate Issuer Solutions, Inc., will be filed with the minutes of the meeting.

Christopher WoodsVP

The Inspector of Elections also has at the meeting a list of holders of record of the outstanding shares of common stock of the company, which list is certified by an officer of Equiniti Trust Company, LLC, arranged in alphabetical order, listing each stockholder of record at the close of business on June 15th, 2026, the date fixed by the board of directors as the record date for the meeting. The affidavit of distribution will be filed with the minutes of this meeting, and the list of stockholders is available for inspection via the web portal.

Phillip ChanCEO

Now that the technical organizational phase of the meeting has been completed, and before proceeding to the business to be transacted at this meeting, I'd like to take this opportunity to introduce you to the current directors of the company other than myself. Dr. Edward R. Jones, Michael Bator, Alan D. Sobel, and Jiny Kim. I would also like to introduce the officers and management of the company other than those officers who are current directors of the company or nominees for directors of the company. These include Pete Mariani, Chief Financial Officer, Vincent Capponi, President and Chief Operating Officer, Dr. Efthymios Deliargyris, Chief Medical Officer, Dr. Christian Steiner, Executive Vice President of Sales and Marketing, and Chris Cramer, Senior Vice President of Business Development. Finally, I would like to introduce Taryn Bostjancic of WithumSmith+Brown, the company's independent registered public accounting firm.

Phillip ChanCEO

The chair now deems the following matters to be properly before this meeting: A, the nominees for directors who will serve until the 2027 annual meeting of stockholders and until their respective successors are elected, except in the case of the death, resignation, or removal of any director are Dr. Phillip P. Chan, Dr. Edward R. Jones, Michael Bator, Alan D. Sobel, and Jiny Kim. B, the proposal to approve on a non-binding advisory basis the compensation of the company's named executive officers disclosed pursuant to Item 402 of Regulation S-K. C, the proposal to ratify the appointment of WithumSmith+Brown PC as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026.

Phillip ChanCEO

D, the proposal to approve an amendment of the company's certificate of incorporation to effect a reverse stock split of the company's common stock at a ratio of not less than one for 5 and not greater than one for 20, with the exact ratio to be determined by the board at any time prior to the one-year anniversary of this meeting. E, the proposal to approve an adjournment of the annual meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of this annual meeting to approve any of the proposals presented for vote. The polls are now open and will remain open for a reasonable time so that those of you who desire to cast your vote upon nominations and proposals may now do so.

Phillip ChanCEO

Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We will pause for a moment. Mr. Woods, are we ready?

Phillip ChanCEO

Yes, we can proceed. The polls are now closed.

Phillip ChanCEO

Will the Inspector of Election please give his report concerning the votes upon the election of directors and the aforesaid proposal.

Christopher WoodsVP

Based on the preliminary voting results, each of Dr. Phillip Chan, Dr. Edward R. Jones, Michael Bator, Alan D. Sobel, and Jiny Kim have received a majority of the votes cast by stockholders present at the annual meeting in person or represented by proxy. The proposal to approve the compensation of the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, has received a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such proposal. The proposal to appoint WithumSmith+Brown, PC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, has received a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such proposal.

Christopher WoodsVP

The proposal to approve an amendment to the company's certificate of incorporation to effect a reverse stock split of the company's common stock at a ratio of not less than one for five and not greater than one for 20, with the exact ratio to be determined by the board at any time prior to the one-year anniversary of this annual meeting, has received a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such proposal.

Christopher WoodsVP

The proposal to approve the adjournment of the annual meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of this annual meeting to approve any of the proposals presented for a vote, has received a majority of the shares of stock present or represented at the annual meeting and entitled to vote on such proposal.

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