DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description sets forth certain material terms and provisions of CytoSorbents’ (“CytoSorbents,” “we,” “us,” and “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended.
DESCRIPTION OF CAPITAL STOCK
The following description of our common stock, $0.001 par value per share (“Common Stock”), together with the additional information we include herein, summarizes the material terms and provisions of our Common Stock. The following description of our Common Stock is a summary and does not purport to be complete. For the complete terms of our Common Stock please refer to our Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Amended and Restated Bylaws (“Bylaws”), each of which are incorporated by reference as exhibits to our Annual Report on Form 10-K of which this Exhibit 4.1 is a part. The Delaware General Corporation Law, or the DGCL, may also affect the terms of our Common Stock.
The total number of shares of capital stock that we have authority to issue is 105,000,000, consisting of (i) 100,000,000 shares of Common Stock and (iii) 5,000,000 shares of preferred stock, par value per share $0.001 (“Preferred Stock”). The outstanding shares of our Common Stock are fully paid and nonassessable.
Voting. For all matters submitted to a vote of stockholders, each holder of our Common Stock is entitled to one vote for each share registered in such holder’s name. Except as may be required by law and in connection with some significant actions, such as mergers, consolidations, or amendments to our Certificate of Incorporation that affect the rights of stockholders, holders of our Common Stock vote together as a single class. Generally, the election of members of our Board of Directors (the “Board”) is determined by the vote of the majority of the votes cast by stockholders with respect to that director’s election. However, in a Contested Election (as defined in our Bylaws), directors of the Board are elected by a plurality of the votes cast by the stockholders entitled to vote (and not by majority vote).
Dividends. Subject to preferential dividend rights of any then outstanding Preferred Stock, the holders of Common Stock are entitled to receive dividends, as and when declared by our Board.
Liquidation. In the event we are liquidated, dissolved or our affairs are wound up, after we pay or make adequate provision for all of our known debts and liabilities, each holder of our Common Stock will be entitled to receive all of our assets available for distribution to our stockholders, subject to any preferential or other rights of any then outstanding Preferred Stock.
Other Rights and Restrictions. Subject to the preferential rights of any other class or series of stock, all shares of our Common Stock have equal dividend, distribution, liquidation and other rights, and have no preference, appraisal or exchange rights, except for any appraisal rights provided by Delaware law. Furthermore, holders of our Common Stock have no conversion, sinking fund or redemption rights, or preemptive rights to subscribe for any of our securities. Our Certificate of Incorporation and Bylaws do not restrict the ability of a holder of our Common Stock to transfer such holder’s shares of our Common Stock.
The rights, powers, preferences and privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of Preferred Stock which we may designate and issue in the future.
Listing. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “CTSO.”