Form 8-K

8-K — Cytosorbents Corp

Accession: 0001104659-26-092039

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001175151

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2622246d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622246d1_ex99-1.htm)

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8-K (Primary)

Filename: tm2622246d1_8k.htm · Sequence: 1

false

0001175151

2026-08-06

iso4217:USD

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 6, 2026

Cytosorbents Corporation

(Exact name of registrant as specified in

its charter)

Delaware

001-36792

98-0373793

(State or other

jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

305

College Road East

Princeton, New Jersey

08540

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including

area code (973) 329-8885

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b)

of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

CTSO

The NASDAQ Stock Market LLC

(Nasdaq Capital Market)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item

2.02. Results of Operations and Financial Condition.

On August 6, 2026, CytoSorbents Corporation issued

a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished herewith

as Exhibit 99.1.*

Item 9.01 Exhibits

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release of the Company, dated August 6, 2026

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

* The information in Items 2.02 of this Form 8-K

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under

the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 6, 2026

CYTOSORBENTS CORPORATION

By:

/s/ Dr. Phillip P. Chan

Name:

Dr. Phillip P. Chan

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622246d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

CytoSorbents

Reports Second Quarter 2026 Financial Results, Recent Business Highlights, and Regulatory Update

Highlighting

Four Independent Drivers of Shareholder Value

PRINCETON, N.J.,

August 6, 2026 — CytoSorbents Corporation (NASDAQ: CTSO), a leader in the treatment of life-threatening conditions

in the intensive care unit and cardiac surgery using blood purification, today reported financial results for the second quarter ended June

30, 2026, recent business highlights, and provides a regulatory update.

Second Quarter 2026 Financial Results

· Revenue

was $9.6 million, unchanged from a year ago.

· Gross

margin improved to 73% in the quarter, up sequentially from 69% in Q1 2026 and from 71% a

year ago.

· Operating

loss improved by 27% to $2.6 million versus $3.6 million in Q2 2025.

· Net

loss was $4.4 million or $0.07 per share, compared to net income of $1.9 million or $0.03

per share in Q2 2025, due primarily to the non-cash impact of changes in foreign currency

translations year over year.

· Adjusted

net loss, which excludes the impact of non-cash changes in foreign currency translations

and non-cash stock compensation, improved by 22% to $2.8 million or $0.05 per share, compared

to an adjusted net loss of $3.7 million or $0.06 per share in Q2 2025.

· Adjusted

EBITDA loss, which also excludes the impact of non-cash changes in foreign currency translations

and non-cash stock compensation improved by 38% to $1.6 million compared to a loss of $2.6

million in Q2 2025.

· Total

cash, cash equivalents, and restricted cash was approximately $5.9 million on June 30, 2026,

compared to $6.3 million at March 31, 2026.

· Total

cash burn in the second quarter was reduced to $0.4 million, inclusive of approximately $0.2

million in restructuring-related payments.

“Second quarter

revenue performance was led by strong growth in our distributor and strategic partner territories, as well as direct sales outside of

Germany, but offset by a decline in sales in Germany attributed to a smaller, but more focused sales force. We are encouraged by the

improved productivity and sales execution of this team and expect to add three to five new sales representatives through early 2027 to

restore full country coverage,” stated Dr. Phillip Chan, Chief Executive Officer of CytoSorbents. “We are also pleased with

the continued improvements in our operating execution in the quarter, including an increase in gross margins to 73%, a 27% reduction

in operating loss, a 38% improvement in adjusted EBITDA loss, and importantly, a reduction in operating cash burn to $200,000 excluding

restructuring payments. These gains reflect disciplined execution across our organization, including manufacturing optimization, improved

working capital management, commercial execution, and tighter cost controls. As a result, we believe we remain on track toward our objective

of achieving operating cash flow breakeven in the second half of this year.

Over the past couple

of years, our priorities have been clear. We have needed to strengthen the financial foundation of the Company, improve commercial and

operating execution, advance our regulatory programs, and position the business for sustainable long-term growth. During the second quarter,

we continued making meaningful progress against each of these objectives. While we are not yet where we want to be, we believe CytoSorbents

today is better positioned for success than it was a year ago.

Four Independent

Value Drivers

Looking ahead,

we believe CytoSorbents has strong value creation opportunities. We believe we have four independent value drivers over the next six

to eighteen months and that each has the potential to strengthen the business and create meaningful long-term shareholder value by reducing

risk, expanding profitability, opening new markets, and unlocking strategic value.

First Value

Driver: Achieving Operating Cash Flow Breakeven

Our first value

driver is reducing financial risk by achieving sustainable operating cash flow breakeven.

Over the past year,

we have focused relentlessly on improving the economics of our business. Product gross margin improved to 73% during the second quarter

through manufacturing optimization, improved sourcing, and production efficiencies. We also lowered our cash burn through improved commercial

execution, collections, and working capital management while continuing to streamline our organization. Since September 2025, we have

reduced our workforce by approximately 23%, creating a leaner and more focused company.

As a result, operating

cash burn declined to approximately $200,000 during the quarter, excluding restructuring charges, representing another meaningful step

toward operating cash flow breakeven.

We believe this

milestone is important because it fundamentally changes the Company's financial profile. Every dollar of operating cash burn eliminated

reduces future financing needs, strengthens our balance sheet, increases strategic flexibility, and allows a greater proportion of future

growth to accrue to shareholders. Although important work remains, we believe the progress achieved over the past year demonstrates that

this strategy is working."

Second Value

Driver: Returning the CytoSorb Business to Sustainable, Profitable Growth

Our second value

driver is returning our core CytoSorb business to sustainable, profitable growth.

Although overall

revenue growth remains modest today, the majority of the business did well during the second quarter, with 16% growth in distributor

and strategic partner sales despite geopolitical disruption in the Middle East, and 9% growth in direct sales outside of Germany, but

offset by a 24% decrease in Germany sales, attributed to a smaller, but more focused sales force following our restructuring. In Germany,

we have significantly improved the efficiency of our smaller commercial organization and expect to drive a return to growth in the country

by regaining full territory coverage through the addition of three to five new sales representatives through early 2027.

At the same time,

our messaging and training of treating the “Right Patient, at the Right Time, with the Right Dose” continues to resonate

with customers. This is partially evident in the increasing customer adoption of our PuriFi® pump platform and HotSwap® technology

which have been received very well. These technologies simplify therapy delivery, encourage earlier and more intensive intervention,

and promote more consistent utilization of CytoSorb.

We believe these

and other initiatives, particularly the operational investments and commercial restructuring completed over the past year, have positioned

us for greater sales effectiveness that can strengthen both clinical adoption and long-term profitable growth of the franchise.

Third Value

Driver: Opening the U.S. Market Through DrugSorb-ATR

Our third value

driver is obtaining FDA marketing approval for DrugSorb-ATR and opening what we believe represents one of the Company's most important

long-term growth opportunities.

DrugSorb-ATR addresses

a significant unmet need in cardiac surgery by removing commonly prescribed blood thinners during cardiopulmonary bypass for patients

requiring urgent surgery. With the positive results of the STAR-T trial in CABG patients now published and the growing body of real-world

evidence using our therapies for the anti-platelet drug Brilinta® and the direct oral anticoagulants, Eliquis® and Xarelto®,

we are confident in the worldwide potential of our technologies for this application. In the U.S. and Canada alone, with future approval,

we believe this represents an initial market opportunity of approximately $500 million to $1 billion, with the potential to expand substantially

as additional surgical indications are pursued.

During August,

we have two important FDA pre-submission meetings scheduled. The first is to discuss options to generate additional mechanistic data

requested by FDA for our Brilinta® program. Following this meeting, we intend to finalize and confirm the testing protocol with FDA,

which may require an additional meeting with the Agency. Once finalized, we anticipate completing the required testing, and submitting

a new De Novo application in early 2027 that will include these data and new real-world clinical evidence analyses involving four times

the number of coronary artery bypass graft (CABG) patients on Brilinta® treated with DrugSorb-ATR, compared to the original STAR-T

trial.

In the second scheduled

meeting, we will present our data to the FDA supporting a potential parallel De Novo submission for DrugSorb-ATR in patients receiving

direct oral anticoagulants, or DOACs, and discuss what additional information, if any, the Agency believes is necessary.

We believe these

meetings will provide additional clarity toward FDA marketing authorization. Successful marketing approval would establish a second commercial

franchise alongside our international CytoSorb business, open access to the world's largest healthcare market, further validate our adsorption

technology platform, increase our gross margins and potential profitability, and create opportunities for future expansion.

Fourth Value

Driver: Unlocking the Strategic Value of HemoDefend-BGA

Our fourth value

driver is realizing the strategic value of HemoDefend-BGA - a technology that we believe is not fully reflected in today's valuation.

Developed with

approximately $16 million of prior non-dilutive U.S. government funding, HemoDefend-BGA is a sophisticated blood filter designed to remove

anti-A and anti-B antibodies from plasma and platelet products, enabling the production of ‘universal’ blood products that

can be transfused regardless of recipient blood type - without electricity, capital equipment, or complex processing.

The technology

has the potential to simplify blood inventories, reduce waste, lower costs, and improve access to life-saving blood products. Leading

blood centers have helped to evaluate and validate the technology, and we believe its commercial potential extends well beyond today's

blood banking model.

As one example,

imagine the simplification and cost savings to hospital blood banks from currently maintaining 4 types of plasma (A, B, AB, O) and 4

types of platelets to now just 1 universal plasma and 1 universal platelet product. Or picture a future where every ambulance, first

responder, or military vehicle around the world carries freeze-dried universal plasma on board - without refrigeration, without the need

to blood type, and ready for immediate transfusion to patients suffering severe trauma and life-threatening hemorrhage. We believe HemoDefend-BGA

has the potential to help make that future possible.

Over the past year,

we completed product development, and in July 2026 we received constructive FDA feedback regarding our anticipated clinical pathway following

a pre-submission interaction with the Agency. In addition, we continue to have encouraging discussions with U.S. government agencies

regarding potential non-dilutive funding for future clinical development.

While our immediate

priorities remain achieving operating cash flow breakeven, growing the CytoSorb franchise, and advancing DrugSorb-ATR, we believe HemoDefend-BGA

represents a valuable strategic asset with multiple potential pathways to create shareholder value, including commercial partnerships,

licensing opportunities, government funding, or other strategic alternatives.

Looking Ahead:

Four Independent Value Drivers. One Uncommon Value.

Taken together,

these four value drivers represent multiple independent opportunities to create value over the next 6 to 18 months.

· The

first reduces financial risk by expanding operating margins, and achieving operating cash

flow breakeven

· The

second returns our core CytoSorb business to consistent, profitable growth,

· The

third opens the U.S. market and establishes what we believe can become a second major commercial

franchise

· And

the fourth unlocks the value of a highly differentiated blood purification platform with

meaningful strategic optionality

We believe each

of these initiatives has the potential to independently strengthen our business and increase shareholder value. Together, they have the

potential to fundamentally transform CytoSorbents into a stronger, more profitable, and more diversified medical technology company.

Dr. Chan concluded,

“Although more work remains, we believe our accomplishments over the past several quarters have stabilized the company and have

positioned it for this next phase, where our entire organization remains intensely focused on disciplined execution. In the near future,

we intend to regain compliance with our Nasdaq listing requirements, broaden the awareness of our Company and our four separate value

drivers, and secure the Company financially. We appreciate our shareholder’s support and look forward to updating them as we continue

to make progress on each of these important objectives.”

Second Quarter

2026 Earnings Conference Call

CytoSorbents’ management will

host a live conference call, presentation webcast, and a question-and-answer session with the following information:

Date: Thursday, August 6, 2026

Time: 4:30 PM ET

Live webcast link: https://app.webinar.net/v62381bx4na

It is recommended

that participants join approximately 10 minutes prior to the start of the call.

An archived recording

of the conference call will be available under the Investor Relations section of the Company’s website at https://ir.cytosorbents.com/

About DrugSorb-ATR

In the U.S. and

Canada, CytoSorbents is developing the DrugSorb™-ATR antithrombotic removal system, an investigational device based on an equivalent

polymer technology to CytoSorb, to reduce the severity of perioperative bleeding in high-risk surgery due to blood thinning drugs. It

has received two U.S. Food and Drug Administration (“FDA”) Breakthrough Device Designations: one for the removal of ticagrelor

and another for the removal of the direct oral anticoagulants (DOAC) apixaban and rivaroxaban in a cardiopulmonary bypass circuit during

urgent cardiothoracic procedures.

The Company continues

to actively pursue regulatory approval of DrugSorb-ATR with the FDA and expects to pursue regulatory approval in Canada with better visibility

from the FDA. DrugSorb-ATR is not yet granted or approved in the United States and Canada, respectively.

About Non-GAAP

Financial Measures

To supplement our

condensed consolidated financial statements, we use the non-GAAP financial measures of EBITDA, which measures earnings before interest,

income taxes, depreciation and amortization, and Adjusted EBITDA which further excludes non-cash stock compensation expense, the gain

or loss of foreign exchange translation, and restructuring charges. We also use the non-GAAP financial measures of Adjusted Net Income

or Loss and Adjusted Net Income or Loss Per Share which excludes non-cash stock compensation expense, the gain or loss of foreign exchange

translation, and restructuring charges from Net Loss and Net Loss Per Share, respectively. These non-GAAP measures are not based on any

comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures

calculated in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures

should be read in conjunction with our financial statements prepared in accordance with GAAP. The reconciliations of the non-GAAP measures

to the most directly comparable financial measures calculated and presented in accordance with GAAP should be carefully evaluated. We

use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons.

We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and that both

management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning,

forecasting, and analyzing future periods. We believe these non-GAAP financial measures are useful to investors because (1) they allow

for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they

are used by investors and the analyst community to help them analyze the performance of our business, the Company’s cash available

for operations, and the Company’s ability to meet future capital expenditure and working capital requirements. For a reconciliation

of non-GAAP financial measures to the most comparable GAAP measure, see the reconciliation included in the financial tables. All non-GAAP

adjustments are presented pre-tax.

About CytoSorbents

Corporation (NASDAQ: CTSO)

CytoSorbents

Corporation is a leader in the treatment of life-threatening conditions in the intensive care unit and cardiac surgery through

blood purification. CytoSorbents’ proprietary blood purification technologies are based on biocompatible, highly porous polymer

beads that can actively remove toxic substances from blood and other bodily fluids by pore capture and surface adsorption. Cartridges

filled with these beads can be used with standard blood pumps already in the hospital (e.g. dialysis, continuous renal replacement therapy

or CRRT, extracorporeal membrane oxygenation or ECMO, and heart-lung machines), where blood is repeatedly recirculated outside the body,

through our cartridges where toxic substances are removed, and then back into the body. CytoSorbents’ technologies are used in

a number of broad applications. Specifically, two important applications are 1) the removal of blood thinners during and after cardiothoracic

surgery to reduce the risk of severe bleeding, and 2) the removal of inflammatory agents and toxins in common critical illnesses that

can lead to massive inflammation, organ failure and patient death. The breadth of these critical illnesses includes, for example, sepsis,

burn injury, trauma, lung injury, liver failure, cytokine release syndrome, and pancreatitis as well as the removal of liver toxins that

accumulate in acute liver dysfunction or failure, and the removal of myoglobin in severe rhabdomyolysis that can otherwise lead to renal

failure. In these diseases, the risk of death can be extremely high, and there are few, if any, effective treatments.

CytoSorbents’

lead product, CytoSorb®, is approved in the European Union and distributed in over 70 countries

worldwide, with more than 300,000 devices used cumulatively to date. CytoSorb was originally launched in the European Union under

CE mark as the first cytokine adsorber. Additional CE mark extensions were granted for bilirubin and myoglobin removal in clinical conditions

such as liver disease and trauma, respectively, and for ticagrelor and rivaroxaban removal in cardiothoracic surgery

procedures. CytoSorb has also received FDA Emergency Use Authorization in the United States for use in adult critically

ill COVID-19 patients with impending or confirmed respiratory failure. CytoSorb is not yet approved or cleared in the United

States.

In the U.S. and Canada, CytoSorbents is

developing the DrugSorb™-ATR antithrombotic removal system, an investigational device based on an equivalent polymer technology

to CytoSorb, to reduce the severity of perioperative bleeding in high-risk surgery due to blood thinning drugs. It has received

two FDA Breakthrough Device Designations: one for the removal of ticagrelor and another for the removal

of the direct oral anticoagulants (DOAC) apixaban and rivaroxaban in a cardiopulmonary bypass circuit during urgent

cardiothoracic surgery. The Company is actively pursuing regulatory approval of DrugSorb-ATR with the U.S. FDA and will pursue regulatory

approval with Health Canada with better visibility from the FDA. DrugSorb-ATR is not yet granted or approved in either the U.S. or Canada.

The Company has

numerous marketed products and products under development based upon this unique blood purification technology protected by many issued U.S. and

international patents and registered trademarks, and multiple patent applications pending, including ECOS-300CY®, CytoSorb-XL™,

HemoDefend-RBC™, HemoDefend-BGA™, VetResQ®, K+ontrol™, DrugSorb™, ContrastSorb, PuriFi®, HotSwap®,

and others. For more information, please visit the Company’s website at https://ir.cytosorbents.com/ or follow us on Facebook and X.

Forward-Looking

Statements

This

press release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities

Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives,

future targets and outlooks for our business, representations and contentions, and the outcome of our regulatory submissions, and are

not historical facts and typically are identified by use of terms such as “may,” “should,” “could,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”

“potential,” “continue” and similar words, although some forward-looking statements are expressed differently.

You should be aware that the forward-looking statements in this press release represent management’s current judgment and expectations,

but our actual results, events and performance could differ materially from those in the forward-looking statements. Factors which could

cause or contribute to such differences include, but are not limited to, our restructuring of our direct sales team and strategy in Germany,

ability to successfully obtain U.S. FDA and Health Canada marketing authorization or approval, our ability to reduce

costs, optimize operations, and achieve cash-flow break-even in the second half of 2026, our ability to appropriately finance the Company,

and the risks discussed in our Annual Report on Form 10-K, filed with the SEC on March 30, 2026, as updated by the risks

reported in our Quarterly Reports on Form 10-Q, and in the press releases and other communications to shareholders issued by us from

time to time which attempt to advise interested parties of the risks and factors which may affect our business. We caution you not to

place undue reliance upon any such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking

statements, whether as a result of new information, future events, or otherwise, other than as required under the Federal securities

laws.

Please

Click to Follow Us on Facebook and X

U.S. Company Contact:

Peter J. Mariani, Chief Financial Officer

305 College Road

East

Princeton, NJ 08540

ir@cytosorbents.com

CYTOSORBENTS

CORPORATION

CONDENSED CONSOLIDATED

BALANCE SHEETS (UNAUDITED)

(in thousands,

except share data)

June 30,

December 31,

2026

2025

(unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$ 4,413

$ 6,249

Accounts receivable, net of allowances of $421 and $164 as of June 30, 2026 and December 31, 2025

6,786

7,550

Inventories - net

3,686

5,281

Prepaid expenses and other current assets

852

1,554

Total current assets

15,737

20,634

Property and equipment - net

7,172

7,823

Restricted cash

1,522

Right-of-use asset

10,612

10,924

Patents - net

2,864

3,226

Other assets

Total assets

$ 37,960

$ 44,182

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:

Accounts payable

$ 2,002

$ 2,869

Accrued expenses and other current liabilities

7,283

6,299

Lease liability – current portion

589

541

Current maturities of long-term debt, net of debt discount

14,149

—

Total current liabilities

24,023

9,709

Lease liability, net of current portion

11,596

11,903

Long-term debt, net of current portion and debt discount

3,092

16,667

Total liabilities

38,711

38,279

Commitments and Contingencies

Stockholders’ equity (deficit)

Preferred Stock, par value $0.001, 5,000,000 shares authorized; no shares issued and outstanding as of June 30, 2026 and December 31, 2025

—

Common Stock, par value $0.001, 100,000,000 shares authorized; 62,842,748 and 62,804,305 shares issued and outstanding as of June 30, 2026 and December 31, 2025 respectively

Additional paid-in capital

321,936

321,024

Accumulated other comprehensive loss

(996 )

(2,977 )

Accumulated deficit

(321,754 )

(312,207 )

Total stockholders’ equity (deficit)

(751 )

5,903

Total liabilities and stockholders’ equity (deficit)

$ 37,960

$ 44,182

See accompanying

notes to condensed consolidated financial statements.

CYTOSORBENTS

CORPORATION

CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

(in thousands,

except share and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue, net

$ 9,633

$ 9,617

$ 18,497

$ 18,344

Cost of goods sold

2,584

2,803

5,318

5,323

Gross profit

7,049

6,814

13,179

13,021

Operating expenses

Research and development, net of grant income

1,453

1,262

2,478

2,924

Selling, general and administrative

7,964

9,167

16,073

17,599

Restructuring

270

—

310

—

Total operating expenses

9,687

10,429

18,861

20,523

Loss from operations

(2,638 )

(3,615 )

(5,682 )

(7,502 )

Other income (expense)

Interest expense, net

(868 )

(616 )

(1,726 )

(1,221 )

Gain (loss) on foreign currency transactions

(911 )

6,178

(2,139 )

9,192

Total other income (expense), net

(1,779 )

5,562

(3,865 )

7,971

Net income (loss)

$ (4,417 )

$ 1,947

$ (9,547 )

$ 469

Basic net income (loss) per common share

$ (0.07 )

$ 0.03

$ (0.15 )

$ 0.01

Diluted net income (loss) per common share

$ (0.07 )

$ 0.03

$ (0.15 )

$ 0.01

Weighted Average Shares of Common Stock Outstanding

Basic

62,806,694

62,608,598

62,772,761

61,675,447

Diluted

62,806,694

67,166,377

62,772,761

66,255,298

Other comprehensive income (loss):

Foreign currency translation adjustment, net of tax

1,105

(5,476 )

1,981

(8,212 )

Comprehensive loss

$ (3,312 )

$ (3,529 )

$ (7,566 )

$ (7,743 )

See accompanying

notes to condensed consolidated financial statements.

CYTOSORBENTS

CORPORATION

CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

(in thousands,

except share data)

Common Stock

Par Value

Additional

Paid-In

Capital

Accumulated

Other

Comprehensive

Loss

Accumulated

Deficit

Stockholders’

Equity

(Deficit)

For the three months ended June 30, 2026

Balance as of March 31, 2026 (unaudited)

62,733,305

$ 63

$ 321,568

$ (2,101 )

$ (317,337 )

$ 2,194

Stock-based compensation

—

368

—

368

Common stock issued upon vesting of restricted stock units, less shares withheld to cover taxes

109,443

—

Foreign translation adjustment

—

1,105

—

1,105

Net loss

—

(4,417 )

Balance as of June 30, 2026 (unaudited)

62,842,748

$ 63

$ 321,936

$ (996 )

$ (321,754 )

$ (751 )

For the six months ended June 30, 2026

Balance as of December 31, 2025

62,804,305

$ 63

$ 321,024

$ (2,977 )

$ (312,207 )

$ 5,903

Stock-based compensation

—

912

—

912

Reversal of excess RSU shares issued

(71,000 )

—

Common stock issued upon vesting of restricted stock units, less shares withheld to cover taxes

109,443

—

Foreign translation adjustment

—

1,981

—

1,981

Net loss

—

(9,547 )

Balance as of June 30, 2026 (unaudited)

62,842,748

$ 63

$ 321,936

$ (996 )

$ (321,754 )

$ (751 )

Accumulated

Additional

Other

Common Stock

Paid-In

Comprehensive

Accumulated

Stockholders’

Par Value

Capital

Loss

Deficit

Equity

For the three months ended June 30, 2025

Balance as of March 31, 2025 (unaudited)

62,529,466

$ 63

$ 318,452

$ 1,516

$ (305,487 )

$ 14,544

Stock-based compensation

—

571

—

571

Common stock issued upon vesting of restricted stock units, less shares withheld to cover taxes

69,260

—

Shares issued for exercise of stock options

11,650

—

Foreign currency translation adjustment, net of tax

—

(5,476 )

—

(5,476 )

Net income

—

1,947

Balance as of June 30, 2025 (unaudited)

62,610,376

$ 63

$ 319,023

$ (3,960 )

$ (303,540 )

$ 11,586

For the six months ended June 30, 2025

Balance as of December 31, 2024

54,830,146

$ 55

$ 310,809

$ 4,252

$ (304,009 )

$ 11,107

Stock-based compensation

—

1,390

—

1,391

Common stock issued upon vesting of restricted stock units, less shares withheld to cover taxes

101,581

—

Shares issued for exercise of stock options

11,650

—

Issuance of common stock and warrants from rights offerings, net of fees incurred

6,249,791

5,386

—

5,392

Issuance of common stock from exercise of warrants

1,417,208

1,438

—

1,439

Foreign translation adjustment

—

(8,212 )

—

(8,212 )

Net income

—

469

Balance as of June 30, 2025 (unaudited)

62,610,376

$ 63

$ 319,023

$ (3,960 )

$ (303,540 )

$ 11,586

See accompanying

notes to condensed consolidated financial statements.

CYTOSORBENTS

CORPORATION

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

Six

Months Ended

June 30,

2026

2025

Cash flows from operating activities

Net income (loss)

$ (9,547 )

$ 469

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Amortization of debt discount

573

381

Amortization of patents

123

124

Depreciation and amortization

576

649

Amortization of right-of-use asset

Loss on abandoned patents

338

—

Write-off of inventory

—

253

Bad debt expense (recovery)

240

Stock-based compensation

912

1,391

Foreign currency transaction (gains) losses

2,139

(9,192 )

Changes in operating assets and liabilities

Accounts receivable

377

257

Inventories

1,512

(925 )

Prepaid expenses and other current assets

645

1,897

Other assets

—

Accounts payable and accrued expenses

313

(360 )

Net cash used in operating activities

(1,745 )

(4,975 )

Cash flows from investing activities

Purchases of property and equipment

(25 )

(39 )

Disposals of property and equipment

—

Payments for patent costs

(99 )

(140 )

Net cash used in investing activities

(39 )

(179 )

Cash flows from financing activities

Cash for exercise of warrants, net

—

1,439

Proceeds from rights offering, net

—

5,392

Net cash provided by financing activities

—

6,831

Effect of exchange rates on cash

(52 )

285

Net change in cash, cash equivalents, and restricted cash

(1,836 )

1,962

Cash, cash equivalents, and restricted cash as of beginning of period

7,771

9,764

Cash, cash equivalents, and restricted cash as of end of period

$ 5,935

$ 11,726

Supplemental disclosure of cash flow information

Cash paid for interest

$ 1,215

$ 1,018

Supplemental disclosure of non-cash financing activities

Fair value of common stock warrants issued in connection with the rights offering

$ —

$ 556

See accompanying

notes to condensed consolidated financial statements.

RECONCILIATION OF GAAP FINANCIAL

MEASURES TO NON-GAAP FINANCIAL MEASURES

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

(amounts, in thousands)

Net income (loss)

$ (4,417 )

$ 1,947

$ (9,547 )

$ 469

Depreciation and amortization expense

$ 351

$ 404

$ 699

$ 773

Income tax expense (benefit)

$ -

Interest expense (income)

$ 868

$ 616

$ 1,726

$ 1,221

EBITDA – non-GAAP measure

$ (3,198 )

$ 2,967

$ (7,122 )

$ 2,463

Non-cash stock-based compensation expense

$ 368

$ 571

$ 912

$ 1,391

(Gain)/Loss on foreign currency transactions

911

(6,178 )

2,139

(9,192 )

Restructuring

270

310

Adjusted EBITDA – non-GAAP measure

$ (1,649 )

(2,640 )

$ (3,761 )

$ (5,338 )

Net income (loss)

$ (4,417 )

$ 1,947

$ (9,547 )

$ 469

Non-cash stock-based compensation expense

368

571

912

1,391

(Gain)/Loss on foreign currency transactions

$ 911

$ (6,178 )

$ 2,139

$ (9,192 )

Restructuring

270

310

Adjusted net loss – non-GAAP measure

$ (2,868 )

$ (3,660 )

$ (6,186 )

$ (7,332 )

Weighted average common shares outstanding

Basic

62,806,694

62,608,598

62,772,761

61,675,447

Diluted

62,806,694

67,166,377

62,772,761

66,255,298

Basic net income (loss) per common share

$ (0.07 )

$ 0.03

$ (0.15 )

$ 0.01

Diluted net income (loss) per common share

$ (0.07 )

$ 0.03

$ (0.15 )

$ 0.01

Non-cash stock-based compensation expense - basic

$ 0.01

$ 0.02

Non-cash stock-based compensation expense - diluted

$ 0.01

$ 0.02

(Gain)/Loss on foreign currency transactions - basic

$ 0.01

$ (0.10 )

$ 0.03

$ (0.15 )

(Gain)/Loss on foreign currency transactions - diluted

$ 0.01

$ (0.09 )

$ 0.03

$ (0.14 )

Adjusted net income (loss) per common share – basic – non-GAAP measure

$ (0.05 )

$ (0.06 )

$ (0.10 )

$ (0.12 )

Adjusted net income (loss) per common share – diluted – non-GAAP measure

$ (0.05 )

$ (0.10 )

$ (0.11 )

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