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Cytosorbents

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FY2021 Annual Report · Cytosorbents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

(Mark One)
☒

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

or

☐

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-36792

CYTOSORBENTS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or
organization)

98-0373793
(I.R.S. Employer Identification No.)

7 Deer Park Drive, Suite K
Monmouth Junction, New Jersey 08852
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (732) 329-8885

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:
Common Stock, $0.001 par value

Trading Symbol
CTSO

     Name of each exchange on which registered:

The Nasdaq Stock Market LLC
(Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☑ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☑ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
☑ Yes ☐ No

Indicate  by  check  mark  whether  the  registrant  has  submitted  electronically  every  Interactive  Data  File  required  to  be  submitted  and  posted  pursuant  to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company
in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐
Non-accelerated Filer     ☑  

Accelerated Filer ☐
Smaller reporting company☑
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 ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
☐ Yes ☑ No

The aggregate market value of the common stock of the registrant held by non-affiliates as of June 30, 2021 was approximately $263,355,000 based upon the
closing price reported for such date on the Nasdaq Capital Market. As of March 9, 2022, there were outstanding 43,505,948 shares of the registrant’s
common stock.

Documents incorporated by reference:

Portions of the registrant's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year are
incorporated by reference into Part III of this Form 10-K and certain documents are incorporated by reference into Part IV of this Form 10-K.

 
 
 
 
    
 
CYTOSORBENTS CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS

     Page

Table of Contents

PART I

Item 1. Business.

Item 1A. Risk Factors.

Item 1B. Unresolved Staff Comments.

Item 2. Properties.

Item 3. Legal Proceedings.

Item 4. Mine Safety Disclosures.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 6. Selected Financial Data.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Item 9A. Controls and Procedures.

Item 9B. Other Information.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accounting Fees and Services.

Part IV

Item 15. Exhibits, Financial Statement Schedules.

Item 16. Form 10-K Summary

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, or this Report, contains “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange
Act. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-
looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,”
“plan,”  “might,”  “will,”  “expect,”  “predict,”  “project,”  “forecast,”  “potential,”  “continue,”  negatives  thereof  or  similar  expressions.
These  forward-looking  statements  are  found  at  various  places  throughout  this  Report  and  include  information  concerning  possible  or
assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management;
any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements
that  are  not  historical  facts.  Unless  otherwise  indicated,  the  terms  “CytoSorbents,”  “Company,”  “we,”  “us”  and  “our”  refer  to
CytoSorbents Corporation.

From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our
press  releases,  in  our  presentations,  on  our  website  and  in  other  materials  released  to  the  public.  Any  or  all  of  the  forward-looking
statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and
may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs
about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could
cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks,
uncertainties  and  assumptions,  the  events  described  in  the  forward-looking  statements  might  not  occur  or  might  occur  to  a  different
extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of the applicable Report or public statement. All subsequent written and oral forward-looking statements
concerning  other  matters  addressed  in  this  Report  or  public  statement  and  attributable  to  us  or  any  person  acting  on  our  behalf  are
expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as
a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or
otherwise. For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results
see “Item 1A — Risk Factors” below.

TRADEMARKS

This  Report  includes  our  trademarks  and  trade  names,  such  as  “CytoSorb,”  “CytoSorb  XL,”  “ECOS-300CY,”  “BetaSorb,”
“ContrastSorb,”  “DrugSorb,”  “DrugSorb-ATR,”  “HemoDefend-RBC,”  “HemoDefend-BGA,  “K+ontrol”  and  “VetResQ,”  which  are
protected under applicable intellectual property laws and are the property of CytoSorbents Corporation and its subsidiaries. This Report
also  contains  the  trademarks,  trade  names  and  service  marks  of  other  companies,  which  are  the  property  of  their  respective  owners.
Solely  for  convenience,  trademarks,  trade  names  and  service  marks  referred  to  in  this  Report  may  appear  without  the  ™,  ®,  or  SM
symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law,
our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display
of  other  parties’  trademarks,  trade  names  or  service  marks  to  imply,  and  such  use  or  display  should  not  be  construed  to  imply,  a
relationship with, or endorsement or sponsorship of us by, these other parties.

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Item 1. Business.

Overview

PART I

We  are  a  leader  in  the  treatment  of  life-threatening  conditions  in  the  intensive  care  (“ICU”)  and  cardiac  surgery  using  blood
purification  via  our  proprietary  polymer  adsorption  technology.    We  have  a  number  of  products  commercialized  and  in  development
based  on  this  technology  platform.    Our  flagship  product,  CytoSorb®,  is  already  commercialized,  and  is  being  investigated  to  reduce
deadly  uncontrolled  inflammation  and  dangerous  substances  in  hospitalized  patients  around  the  world,  with  the  goal  of  preventing  or
treating multiple organ failure, bleeding, and other potentially fatal complications. Organ failure is the cause of nearly half of all deaths
in the ICU, with little to improve clinical outcome. CytoSorb, is approved in the European Union (“EU”) as an effective extracorporeal
cytokine  absorber,  designed  to  reduce  the  “cytokine  storm”  or  “cytokine  release  syndrome”  that  could  otherwise  cause  massive
inflammation,  organ  failure  and  death  in  common  critical  illnesses  such  as  sepsis,  burn  injury,  trauma,  lung  injury,  cytokine  release
syndrome  due  to  cancer  immunotherapy,  and  pancreatitis.  These  are  conditions  where  the  mortality  is  extremely  high,  yet  few  to  no
effective  treatments  exist.    In  May  2018,  we  received  a  label  expansion  for  CytoSorb  covering  use  of  the  device  for  the  removal  of
bilirubin  and  myoglobin  in  the  treatment  of  liver  disease  and  trauma,  respectively.  In  January  2020,  we  received  CE-Mark  label
expansion  for  CytoSorb  covering  the  use  of  the  device  for  the  removal  of  the  anti-platelet  agent,  ticagrelor,  in  patients  undergoing
surgery  requiring  cardiopulmonary  bypass.  In  April  2020,  the  United  States  Food  and  Drug  Administration  (the  “FDA”)  granted
Breakthrough Device Designation to CytoSorb for the removal of ticagrelor in a cardiopulmonary bypass circuit during emergent and
urgent cardiothoracic surgery.  In April 2020, we announced that the U.S. FDA has granted U.S. Emergency Use Authorization (“EUA”)
of CytoSorb for use in critically ill patients with COVID-19 infection and respiratory failure. In May 2020, we received a CE-Mark label
expansion for CytoSorb for the removal of rivaroxaban during cardiothoracic surgery requiring cardiopulmonary bypass. 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  to  remove  the  direct  oral  anticoagulants,  rivaroxaban  and  apixaban.  The  Company  has  initiated  two  U.S.  clinical
trials evaluating the use of DrugSorb-ATR during cardiothoracic surgery to remove ticagrelor, apixaban and rivaroxaban to prevent or
reduce perioperative bleeding complications in pursuit of U.S. FDA marketing approval.

We  believe  CytoSorb  has  the  potential  to  be  used  in  many  other  inflammatory  conditions,  including  the  treatment  of
autoimmune disease flares, and other applications in cancer, such as cancer cachexia. More than 162,000 cumulative CytoSorb devices
have been utilized globally as of December 31, 2021 in critical illnesses and in cardiac surgery.

Our  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.  The technology is protected by 21 issued U.S.
patents and multiple international patents, with applications pending both in the U.S. and internationally.  We have numerous product
candidates  under  development  based  upon  this  unique  blood  purification  technology,  including  CytoSorb  XL,  HemoDefend,
ContrastSorb, DrugSorb, DrugSorb-ATR and others.

In  March  2011,  CytoSorb  was  “CE  Marked”  in  the  EU  as  an  extracorporeal  cytokine  adsorber  indicated  for  use  in  clinical
situations where cytokines are elevated, allowing for commercial marketing. The CE Mark demonstrates that a conformity assessment
has  been  carried  out  and  the  product  complies  with  the  Medical  Devices  Directive.  The  goal  of  CytoSorb  is  to  prevent  or  treat  organ
failure by reducing cytokine storm and the potentially deadly systemic inflammatory response syndrome (“SIRS”) in diseases such as
sepsis, trauma, burn injury, acute respiratory distress syndrome, pancreatitis, liver failure, and many others. Organ failure is the leading
cause  of  death  in  the  ICU,  and  remains  a  major  unmet  medical  need,  with  little  more  than  supportive  care  therapy  (e.g.,  mechanical
ventilation, dialysis, vasopressors, fluid support, etc.) as treatment options. By potentially preventing or treating organ failure, CytoSorb
may  improve  clinical  outcome,  including  survival,  while  reducing  the  need  for  costly  ICU  treatment,  thereby  potentially  saving
significant healthcare costs.

Our CE Mark enables CytoSorb to be sold throughout the European Union and member states of the European Economic Area.
In addition, many countries outside the EU accept the CE Mark for medical devices, but may also require registration with or without
additional  clinical  studies.  The  broad  indication  for  which  CytoSorb  is  CE  marked  allows  it  to  be  used  “on-label”  in  diseases  where
cytokines are elevated including, but not limited to, critical illnesses such as those mentioned above, autoimmune disease flares, cancer
cachexia, and many other conditions where cytokine-induced inflammation plays a detrimental role.

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Cytokines  are  small  proteins  that  normally  stimulate  and  regulate  the  immune  response.  However,  in  certain  diseases,
particularly  life-threatening  conditions  commonly  seen  in  the  ICU,  such  as  sepsis  and  infection,  trauma,  acute  respiratory  distress
syndrome (“ARDS”), severe burn injury, liver failure, and acute pancreatitis, cytokines are often produced in vast excess – a condition
known  as  cytokine  storm.  Left  unchecked,  this  cytokine  storm  can  lead  to  severe  maladaptive  SIRS  that  can  then  cause  cell  death,
multiple organ dysfunction syndrome, and multiple organ failure. Failure of vital organs such as the heart, lungs, and kidneys, accounts
for  nearly  half  of  all  deaths  in  the  ICU,  despite  the  wide  availability  of  supportive  care  therapies,  or  “life  support”,  such  as  dialysis,
mechanical  ventilation,  extracorporeal  membrane  oxygenation,  and  vasopressors.  By  replacing  the  function  of  failed  organs,  these
supportive care therapies can initially help to keep patients alive, but do not help patients recover faster, and in many cases can increase
the risk of dangerous complications. Unlike these supportive care therapies, the goal of the CytoSorb cytokine adsorber is to proactively
prevent or treat organ failure by reducing cytokine storm and reducing the maladaptive SIRS response. In doing so, CytoSorb targets the
reduction  in  the  severity  of  patient  illness  and  the  need  for  intensive  care,  while  potentially  improving  clinical  outcome  and  saving
healthcare costs.

As part of the CE Mark approval process, we completed our randomized, controlled, European Sepsis Trial amongst 14 trial
sites in Germany in 2011, with enrollment of 100 patients with sepsis and respiratory failure. The trial established that CytoSorb was
sufficiently safe in this critically-ill population, and that it was able to broadly reduce key cytokines in the blood of these patients.

In addition to CE Marking, we also achieved ISO 13485:2003 Full Quality Systems certification, an internationally recognized
quality standard designed to ensure that medical device manufacturers have the necessary comprehensive management systems in place
to  safely  design,  develop,  manufacture  and  distribute  medical  devices  in  the  EU.  We  manufacture  CytoSorb  at  our  manufacturing
facilities in New Jersey for commercial sales abroad and for additional clinical studies, the expansion of which we officially completed in
June  2018.  Upon  expanding  our  facility  we  quadrupled  our  manufacturing  capacity  and  completed  an  audit  upgrade  from  an  ISO
13485:2003 certification to an ISO 13485:2016 certification.

In  late  June  2012,  following  the  establishment  of  our  European  subsidiary,  CytoSorbents  Europe  GmbH,  a  wholly-owned
operating subsidiary of CytoSorbents Corporation, we began the commercial launch of CytoSorb in Germany. The fourth quarter of 2012
represented the first quarter of direct sales with the full sales team in place. During this period, we expanded our direct sales efforts to
include both Austria and Switzerland.

Fiscal year 2013 represented the first full year of CytoSorb commercialization. We focused our direct sales efforts in Germany,

Austria and Switzerland.

In March 2016, we established CytoSorbents Switzerland GmbH, a wholly-owned subsidiary of CytoSorbents Europe GmbH,
to conduct marketing and direct sales in Switzerland. This subsidiary began operations during the second quarter of 2016. In 2017, we
further expanded our direct sales efforts into Belgium and Luxembourg.

In May 2018, the approved uses of CytoSorb in the E.U. were expanded to include the removal of bilirubin in liver disease, and

the removal of myoglobin in trauma.

On March 5, 2019, the Company announced the expansion of direct sales of CytoSorb for all applications to Poland and the
Netherlands, and critical care applications to Sweden, Denmark and Norway. In 2021, the Company expanded direct sales to include all
indications in Sweden, Denmark and Norway. As part of this effort, the Company established CytoSorbents Poland Sp. z.o.o., a wholly-
owned subsidiary of CytoSorbents Europe GmbH.

In  the  third  quarter  of  2019,  we  established  CytoSorbents  UK  Limited,  a  wholly-owned  subsidiary  of  CytoSorbents

Medical, Inc., to manage our clinical trial activities in the United Kingdom.

In August 2019, we announced that CytoSorb had received renewal of its European Union CE Mark through May 2024 and ISO

13485:2016 Full Quality Assurance System certification of its manufacturing facility through September 2022.

In  January  2020,  we  received  CE-Mark  label  expansion  approving  the  use  of  CytoSorb  to  remove  the  anti-platelet  agent,

ticagrelor, in cardiac patients during surgery requiring cardiopulmonary bypass.

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In April 2020, the Company announced that the FDA granted EUA of CytoSorb for use in critically-ill patients infected with
COVID-19.  Under the EUA, the Company can make CytoSorb available, through commercial sales, to all hospitals in the United States
for use in patients, 18 years of age or older, with confirmed COVID-19 infection who are admitted to the intensive care unit (ICU) with
confirmed  or  imminent  respiratory  failure  who  have  early  acute  lung  injury  or  acute  respiratory  distress  syndrome  (ARDS),  severe
disease,  or  life-threatening  illness  resulting  in  respiratory  failure,  septic  shock,  and/or  multiple  organ  dysfunction  or  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 Device Designation to CytoSorb 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 the Company’s proprietary polymer adsorption 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 Investigational Device Exemption (“IDE”) by the FDA 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 of DrugSorb-ATR, which is based on the same proprietary
polymer technology as CytoSorb.

In May 2020, we received CE-Mark label expansion approving the use of CytoSorb for the removal of rivaroxaban, a widely-
used  Factor  Xa  inhibitor  and  novel  oral  anticoagulant,  during  cardiothoracic  surgery  requiring  cardiopulmonary  bypass.    With  this
announcement,  and  the  E.U.  approval  in  January  2020  to  remove  ticagrelor,  for  the  same  indication,  CytoSorb  is  providing  cardiac
surgeons  and  perfusionists  an  easy-to-use  and  rapid  new  treatment  option  to  help  reduce  the  risk  of  serious  and  potentially  fatal
perioperative bleeding complications caused by these two drugs, in separate categories of blood thinners.

In October 2020, we announced the E.U. approval of the ECOS-300CY cartridge for the removal of inflammatory mediators
during ex vivo organ perfusion under CE Mark designation, with the goal of helping to preserve or improve the health and quality of solid
organs to be transplanted.  CytoSorbents also announced a partnership with Aferetica srl to provide the ECOS-300CY cartridge under the
exclusive trade name, PerSorb™, that is compatible with Aferetica’s PerLife™ ex vivo organ perfusion system, recently approved in the
E.U. as well. In 2021, commercialization of PerSorb™ and Aferetica’s PerLife™ ex vivo organ perfusion system commenced in Italy.  

In  June  2021,  we  began  construction  on  the  Company’s  new  global  headquarters  and  state-of-the-art  manufacturing  facility
following the lease of a 48,500 square foot mixed-use facility in Princeton, New Jersey.  The new production facility was designed to
support annual sales of up to $400 million while improving product gross margins and allowing space for future product line expansions.
 We expect to complete the certification audit in the first half of 2022, and commercial production of CytoSorb is expected to commence
in the second half of 2022.  

In August 2021, the Company announced that it was granted a second Breakthrough Device designation for its DrugSorb-ATR
Antithrombotic Removal System by the U.S. Food and Drug Administration (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.

In addition, there are many investigator-initiated and additional Company sponsored trials that are currently planned, enrolling,
or completed in Europe and in other countries abroad, using our blood purification technology that may provide valuable information
regarding  the  use  of  the  device  in  the  treatment  of  different  conditions  such  as  sepsis,  cardio-pulmonary  bypass  surgery,  liver  failure,
COVID-19, organ transplant and many others.  If successful, these studies may help to drive additional usage and adoption of our blood
purification technologies.

As of March 1, 2022, our European commercialization team included 107 people.

We  have  complemented  our  direct  sales  efforts  with  sales  to  distributors  and/or  strategic  corporate  partners.  For  more

information regarding our distributors and strategic partners, refer to the Sales and Marketing section in Iitem 1 of this Report.  

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Overall, we have established either direct sales or distribution (via distributors or strategic partners) of CytoSorb in more than
70 countries worldwide. Registration of CytoSorb is typically required in each of these countries prior to active commercialization. With
CE Mark approval, this can be typically achieved within several months in EU countries. Outside of the EU, the process is more variable
and  can  take  several  months  to  more  than  a  year  due  to  different  requirements  for  documentation  and  clinical  data.  Variability  in  the
timing of registration affects the initiation of active commercialization in these countries, which affects the timing of expected CytoSorb
sales. We actively support all of our distributors and strategic partners in the product registration process. We cannot generally predict the
timing  of  these  registrations,  and  there  can  be  no  guarantee  that  we  will  ultimately  achieve  registration  in  countries  where  we  have
established  distribution.  Outside  of  the  EU,  CytoSorb  has  distribution  in  Turkey,  India,  Sri  Lanka,  Australia,  New  Zealand,  Russia,
Serbia, Vietnam, Malaysia, Hong Kong, Chile, Panama, Costa Rica, Colombia, Brazil, Mexico, Argentina, Perú, Guatemala, Ecuador,
Bolivia, the Dominican Republic, El Salvador, Iceland, Israel, UAE, Iran, Saudi Arabia and other Middle Eastern countries, and South
Korea. We cannot guarantee that we will generate meaningful sales in the countries where we have established registration, due to other
factors such as market adoption and reimbursement. We continuously evaluate other potential distributor and strategic partner networks
in other countries that accept CE Mark approval.

In  February  2020,  we  announced  an  agreement  with  China  Medical  System  Holdings  Limited  (“CMS”),  a  well-established,
innovation-driven specialty pharma with a focus on sales and marketing in China and Asia, to bring CytoSorb to mainland China to treat
critically-ill patients with COVID-19 (fka Wuhan or 2019-nCoV) coronavirus infection. Under the terms of the agreement, CytoSorbents
and CMS agreed to partner together to earn regulatory clearance to import CytoSorb into China under the “fast-track” review process
established by the National Medical Products Administration of the People’s Republic of China (NMPA) to respond to the 2019 novel
coronavirus (COVID-19) pandemic.  CytoSorbents donated the initial CytoSorb devices and provided product, training, and support to
CMS  to  introduce  CytoSorb  initially  into  four  hospitals  in  the  Wuhan,  China  area.  The  therapy  was  used  in  severe  COVID-19
coronavirus patients with a systemic inflammatory response being treated with either continuous renal replacement therapy (CRRT) or
extracorporeal membrane oxygenation (ECMO). The use of CytoSorb for the treatment of patients with severe COVID-19 coronavirus
infection is considered exploratory in nature in China and is currently not yet approved for commercial purposes in mainland China.

In addition to our direct and distributor commercial channels, we have a number of strategic partners to market and/or distribute
CytoSorb.  These  partners  include  Biocon  Biologics  Limited,  Fresenius  Medical  Care  AG,  B.  Braun  Avitum  AG,  Aferetica  s.r.l.,  and
Terumo Cardiovascular Group. For detailed information regarding these partnerships, see the section entitled “Commercial and Research
Partners” in Item 1 of this Report.

The  market  focus  for  CytoSorb  is  the  prevention  or  treatment  of  organ  failure  in  life-threatening  conditions,  including
commonly seen illnesses in the ICU such as infection and sepsis, trauma, burn injury, ARDS, and others. Severe sepsis and septic shock,
a potentially life-threatening systemic inflammatory response to a serious infection, accounts for approximately 10% to 20% of all ICU
admissions,  and  is  responsible  for  an  estimated  one  in  every  five  deaths  worldwide.    Sepsis  is  one  of  the  largest  target  markets  for
CytoSorb. Sepsis is a major unmet medical need with no approved products in the U.S. or Europe to treat it. As with other critical care
illnesses,  multiple  organ  failure  is  the  primary  cause  of  death  in  sepsis.  When  used  with  standard  of  care  therapy,  that  includes
antibiotics, the goal of CytoSorb in sepsis is to reduce excessive levels of cytokines and other inflammatory toxins, to help reduce the
SIRS response and either prevent or treat organ failure.

In addition to the sepsis indication, we intend to conduct or support additional clinical studies in sepsis, cardiac surgery, and
other critical care diseases where CytoSorb could be used, such as ARDS, trauma, severe burn injury, acute pancreatitis, and in other
acute  conditions  that  may  benefit  by  the  reduction  of  cytokines  in  the  bloodstream.  Some  examples  include  the  prevention  of  post-
operative complications of cardiac surgery (cardiopulmonary bypass surgery) and damage to organs donated for transplant prior to organ
harvest. We intend to generate additional clinical data to expand the scope of clinical experience for marketing purposes, to increase the
number of treated patients, and to support potential future publications and regulatory submissions.

In 2014, we completed a single arm, dose ranging trial in Germany amongst several clinical trial sites to evaluate the safety and
efficacy of CytoSorb when used 24 hours per day for seven days, each day with a new device. These additional dosing data were used to
support  the  label  expansion  to  increase  treatment  time  from  6  hours,  the  initial  approval,  to  24  hours  of  treatment.  This  study  also
provided additional treatment options for CytoSorb, helped to support the positive clinical data from our first European Sepsis Trial, and
helped to shape the trial protocol for a pivotal sepsis study.

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In  addition  to  sepsis  and  other  critical  care  applications,  cardiac  surgery  is  an  important  application  for  CytoSorb  in  the
European  market.  There  are  approximately  one  million  cardiac  surgery  procedures  performed  annually  in  the  U.S.  and  EU  combined
including, for example, coronary artery bypass graft surgery, valve replacement surgery, heart and lung transplant, congenital heart defect
repair, aortic reconstruction, and left ventricular assist device (“LVAD”) implantation. Cardiac surgery can result in inflammation and the
production  of  high  levels  of  inflammatory  cytokines,  activation  of  complement,  and  cause  hemolysis,  leading  to  the  release  of  toxic
plasma free hemoglobin. These can lead to post-operative complications such as respiratory failure, circulatory failure, and acute kidney
injury.  CytoSorb  has  a  unique  competitive  advantage  as  the  only  cytokine  and  free  hemoglobin  removal  technology  that  can  be  used
during the operative procedure and can be easily installed in a bypass circuit in a heart-lung machine without the need for an additional
pump.  Direct  cytokine  and  hemoglobin  removal  with  CytoSorb  enables  it  to  replace  the  former  market  for  leukoreduction  filters  in
cardiac surgery that attempt to indirectly reduce cytokines by capturing cytokine-producing leukocytes – an inefficient and suboptimal
approach. A more recent application is the use of CytoSorb during cardiothoracic surgery to prevent or reduce perioperative bleeding by
removing the blood thinners ticagrelor and rivaroxaban.

The Company is currently conducting the following clinical trials:

Country

Trial Name

Indication

United States
United States
United States
Germany
Europe
Europe

  STAR-T
  STAR-D

CTC Registry
Hep-On Fire
  STAR Registry
  COSMOS Registry

Ticagrelor Removal During Cardiac Surgery
Direct Anticoagulants Removal During Cardiac Surgery
Real world outcomes in COVID-19 patients under the EUA
Evaluation of Patients Suffering From Acute Liver Failure
Real world outcomes in antithrombotic removal
Real world outcomes across multiple critical care applications

For further detailed information regarding our clinical trial strategy, see the section entitled “Clinical Studies” of this Item 1 of

this Report.

Even  though  we  have  obtained  CE  Mark  approval  for  CytoSorb,  no  guarantee  or  assurance  can  be  given  that  our  CytoSorb
product  will  work  as  intended  or  that  we  will  be  able  to  obtain  FDA  approval  to  sell  CytoSorb  in  the  U.S.  or  approval  in  any  other
country or jurisdiction.

We have been successful in obtaining technology development contracts from multiple U.S. governmental agencies, such as the
National  Institutes  of  Health  and  the  U.S.  Department  of  Defense,  including  the  Defense  Advanced  Research  Projects  Agency
(“DARPA”),  the  U.S.  Army,  the  U.S.  Air  Force,  Special  Operations  Command,  and  Joint  Program  Executive  Office  (JPEO).  See  the
section entitled “Government Research Grants” of this Item 1 of this Report for information regarding the specific grants.

Corporate History

We were originally organized as a Delaware limited liability company in August 1997 as Advanced Renal Technologies, LLC.
We changed our name to RenalTech International, LLC in November 1998, and to MedaSorb Technologies, LLC in October 2003. In
December  2005,  MedaSorb  Technologies,  LLC  converted  from  a  limited  liability  company  to  a  corporation,  called  MedaSorb
Technologies,  Inc.  CytoSorbents  Corporation  was  incorporated  in  Nevada  on  April  25,  2002  as  Gilder  Enterprises,  Inc.,  and  was
originally  engaged  in  the  business  of  installing  and  operating  computer  networks  that  provided  high-speed  access  to  the  Internet.  On
June  30,  2006,  we  disposed  of  our  original  business,  and  pursuant  to  an  Agreement  and  Plan  of  Merger,  acquired  all  of  the  stock  of
MedaSorb Technologies, Inc., in a merger, and the business of MedaSorb Technologies, Inc. became our business. Following the merger,
in July 2006, we changed our name to MedaSorb Technologies Corporation. In November 2008, we changed the name of our operating
subsidiary  from  MedaSorb  Technologies,  Inc.  to  CytoSorbents,  Inc.  In  May  2010,  we  finalized  the  name  change  of  MedaSorb
Technologies Corporation to CytoSorbents Corporation. On October 28, 2014, we changed the name of our operating subsidiary from
CytoSorbents, Inc. to CytoSorbents Medical, Inc.

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On December 3, 2014, we effected a twenty-five-for-one (25:1) reverse split of our common stock. As a result of this reverse
stock  split,  shares  of  our  common  stock  outstanding  were  reduced  by  approximately  96%.  Immediately  after  the  reverse  stock  split,
pursuant to an Agreement and Plan of Merger dated December 3, 2014, we changed our state of incorporation from the State of Nevada
to the State of Delaware, whereby we merged with and into our wholly-owned Delaware subsidiary. At the effective time of the merger,
(i) we merged with and into our Delaware subsidiary, (ii) our separate corporate existence in Nevada ceased to exist, (iii) the Delaware
subsidiary  became  the  surviving  corporation,  (iv)  the  certificate  of  incorporation,  as  amended  and  restated,  and  the  bylaws  of  the
Delaware  subsidiary  became  our  certificate  of  incorporation  and  bylaws,  and  (v)  each  share  of  our  common  stock  outstanding
immediately prior to the effective time was converted into one fully-paid and non-assessable share of our common stock as a Delaware
corporation. The reverse stock split, the merger and the Agreement and Plan of Merger were approved by our Board of Directors and
stockholders representing a majority of our then-outstanding common stock. All references to “us”, “we”, or the Company, on or after
December 3, 2014, refer to CytoSorbents Corporation, a Delaware corporation.

Our  executive  offices  are  located  at  7  Deer  Park  Drive,  Suite  K,  Monmouth  Junction,  New  Jersey  08852,  and  our  telephone
number is (732) 329-8885. Our website address is http://www.cytosorbents.com. We have included our website address as an inactive
textual reference only. We make available free of charge through our website our Annual Reports on Form 10-K, our Quarterly Reports
on  Form  10-Q,  our  Current  Reports  on  Form  8-K  and  amendments  to  those  reports  filed  or  furnished  pursuant  to  Section  13(a)  or
15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material, or furnish it to the SEC. We also
similarly  make  available,  free  of  charge  on  our  website,  the  reports  filed  with  the  SEC  by  our  executive  officers,  directors  and  10%
stockholders pursuant to Section 16 under the Exchange Act as soon as reasonably practicable after copies of those filings are provided
to us by those persons. We are not including the information contained at http://www.cytosorbents.com, or at any other website address,
as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

We  have  been  engaged  in  research  and  development  since  our  inception  and  have  raised  approximately  $215  million  from
investors. These proceeds have been used to fund the development of multiple product applications and to conduct clinical studies, to
establish  in-house  manufacturing  capacity  to  meet  commercial  and  clinical  testing  needs,  expand  our  intellectual  property  through
additional patents, and to develop extensive proprietary know-how with regard to our products.

We have raised funds through various means including convertible note offerings, equity transactions, and term loans. Our most

significant financing transactions are discussed below.

July 24, 2020 Offering

On  July  24,  2020,  the  Company  closed  an  underwritten  public  offering  of  6,052,631  shares  of  its  common  stock  at  a  public
offering  price  of  $9.50  per  share  (the  "Offering").  The  Company  completed  the  Offering  pursuant  to  the  terms  of  an  Underwriting
Agreement,  dated  as  of  July  21,  2020,  by  and  among  the  Company  and  Cowen  and  Company,  LLC  and  SVB  Leerink  LLC,  as
representatives of the several underwriters named therein. The Company received gross proceeds of approximately $57.5 million from
the  Offering  and  after  deducting  the  underwriting  discounts  and  commissions  and  fees  and  expenses  payable  by  the  Company  in
connection with the Offering, the Company received net proceeds of approximately $53.8 million.

Shelf Registration

On July 26, 2018, the Company filed a registration statement on Form S-3 with the SEC (as amended, the “2018 Shelf”). The
2018  Shelf,  which  was  declared  effective  on  August  7,  2018,  enabled  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 2018 Shelf terminated automatically upon the 2021 Shelf (as defined below) being declared effective on July 27, 2021.

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.

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Open Market Sale Agreement with Jefferies LLC and B. Riley FBR, Inc.

On July 9, 2019, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC and B.
Riley  FBR,  Inc.  (each  an  “Agent”  and,  together,  the  “Agents”),  pursuant  to  which  the  Company  could  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  Agents,  as  the
Company’s  sales  agents.  All  shares  of  the  Company’s  common  stock  offered  and  sold,  or  to  be  offered  and  sold  under  the  Sale
Agreement would have been issued and sold pursuant to the Company’s 2018 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.

On  April  20,  2020,  the  Company  and  the  Agents  entered  into  an  amendment  to  the  Sale  Agreement  (the  "Amendment")  to
provide for an increase in the aggregate offering amount under the Sales Agreement, such that as of April 20, 2020, the Company could
offer and sell Shares having an additional aggregate offering price of up to $50 million under the Sale Agreement, as amended by the
Amendment (the "Amended Sale Agreement").

Subject to the terms of the Amended Sales Agreement, the Agents were required to use their 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 was required to pay the Agents 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.  The  Company  has  also  agreed  to  provide  the  Agents  with  customary
indemnification  rights.  During  the  year  ended  December  31,  2019,  the  Company  sold  191,244  shares  pursuant  to  the  Amended  Sale
Agreement, at an average selling price of $4.11 per share, generating net proceeds of approximately $762,000. During the year ended
December 31, 2020, the Company sold 4,110,625 shares pursuant to the Amended Sale Agreement, at an average selling price of $6.64
per share, generating net proceeds of approximately $26.5 million. There were no sales pursuant to the Amended Sale Agreement during
the year ended December 31, 2021. In the aggregate, the Company has sold 4,301,869 shares pursuant to the Amended Sale Agreement,
at an average selling price of $6.53 per share, generating net proceeds of approximately $27.2 million.

The  Company  may  no  longer  offer  and  sell  additional  shares  of  the  Company’s  common  stock  under  the  Amended  Sale

Agreement following the declaration of effectiveness of the 2021 Shelf on July 27, 2021.

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 could 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 would have been 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 their 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 pursuant to the Sale Agreement during the year ended December 31, 2021.

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Research and Development

We  have  been  engaged  in  research  and  development  since  inception.  Since  2012,  we  have  been  awarded  an  aggregate  of
approximately  $30.6  million  in  grants,  contracts,  and  other  non-dilutive  funding  from  DARPA  ($3.8M  over  5  years),  the  U.S.  Army
($100K  Phase  I  SBIR;  $50K  Phase  I  option,  $803K  Phase  II  SBIR,  $443K  Phase  II  enhancement,  $1.1M  2nd  Phase  II),  the  U.S.  Air
Force $3.0M Rapid Innovation Fund, the Congressionally Directed Medical Research Program Office, (“CDMRP”, $718K), the National
Heart, Lung and Blood Institute and USSOCOM ($203K Phase I SBIR; $1.5M Phase II SBIR; $3.0M Bridge SBIR), the Joint Program
Executive Office – Chemical and Biological Defense, (JPEO-CBD), ($150K Phase I and Phase I option, $1.0M Phase II), the U.S. Army
Peritoneal  dialysis/mesh  packing  for  hyperkalemia  ($150K  Phase  I  SBIR,  $1.0M  Phase  II,  $1.5  M  2nd  Phase  II),  Universal  Plasma
($150K Phase I and 1.0M Phase II STTR; $2.9M Defense Health Agency, US Army and CDMRP Phase III STTR; $4.4M US Army and
CDMRP  Rapid  Innovation  Fund;  and  a  $1.1M  US  Army  contract),  New  Jersey  Technology  Business  Tax  Certificate  Program  for
research  related  expenses  ($6.5M),  and  others  to  further  develop  our  technologies  for  sepsis,  trauma  and  burn  injury,  and  blood
transfusions, respectively. Some payments are based on achieving certain technology milestones.

Technology, Products and Applications

For  approximately  the  past  half-century,  the  field  of  blood  purification  has  been  focused  on  hemodialysis,  a  mature,  well-
accepted  medical  technique  primarily  used  to  sustain  the  lives  of  patients  with  permanent  or  temporary  loss  of  kidney  function.  It  is
widely  understood  by  the  medical  community  that  dialysis  has  inherent  limitations  in  that  its  ability  to  remove  toxic  substances  from
blood drops precipitously as the size of toxins increases. Our hemocompatible adsorbent technology helps to address this shortcoming by
removing toxins and toxic compounds largely untouched by dialysis technology.

Our  polymer  adsorbent  technology  can  remove  drugs,  bioactive  lipids,  inflammatory  mediators  such  as  cytokines,  free
hemoglobin,  toxins,  and  immunoglobulin  from  blood  and  physiologic  fluids  depending  on  the  polymer  construct.  The  technology  has
been used in a wide variety of acute healthcare applications including, but not limited to, the adjunctive treatment and/or prevention of
sepsis; the treatment of other critical care illnesses such as severe burn injury, trauma, acute respiratory distress syndrome, liver failure,
and  pancreatitis;  the  prevention  of  post-operative  complications  of  cardiopulmonary  bypass  surgery;  the  treatment  of  cytokine  release
syndrome  in  cancer  immunotherapy,  the  prevention  of  damage  to  organs  donated  by  brain-dead  donors  prior  to  organ  harvest;  the
removal of non-infectious contaminants in transfused blood products; the treatment of drug overdose, and the removal of antithrombotic
drugs  during  cardiothoracic  surgery  that  could  otherwise  cause  severe  perioperative  bleeding.  These  applications  vary  by  cause  and
complexity as well as by severity but share a common characteristic, i.e., high concentrations of inflammatory mediators,toxins, or drugs
in the circulating blood.

Our flagship product, CytoSorb, animal-targeted VetResQ, DrugSorb-ATR, ECOS-300CY, and other product candidates under
development, including CytoSorb XL, BetaSorb, ContrastSorb, DrugSorb, HemoDefend-RBC, HemoDefend-BGA, K+ontrol, and others
consist of a cartridge containing adsorbent, porous polymer beads, although the polymers used in these devices are physically different.
The cartridges incorporate industry standard connectors at either end of the device, which connect directly to the extracorporeal circuit
(bloodlines)  in  series  with  a  dialyzer  as  a  standalone  device.  The  extra-corporeal  circuit  consists  of  plastic  blood  tubing,  our  blood
filtration  cartridges  containing  adsorbent  polymer  beads,  pressure  monitoring  gauges,  and  a  blood  pump  to  maintain  blood  flow.  The
patient’s blood is accessed through a catheter inserted into his or her veins. The catheter is connected to the extracorporeal circuit and the
blood pump draws blood from the patient, pumps it through the cartridge and returns it back to the patient in a closed loop system. All of
these devices are expected to be compatible with standard blood pumps or hemodialysis machines used commonly in hospitals and will
therefore not require hospitals to purchase additional expensive equipment and will require minimal training.

The polymer beads designed for the HemoDefend platform are intended to be used in multiple configurations, including a point-
of-transfusion in-line filter between the blood bag and the patient, as well as a patent-pending “Beads in a Bag” configuration, where the
beads are placed directly into a blood storage bag.

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Markets

CytoSorb,  through  its  ability  to  bind  mediators  that  regulate  inflammation,  is  a  critical  care-focused  immunotherapy.  Critical
care medicine includes the treatment of patients with serious or life-threatening conditions who require comprehensive care in the ICU,
with highly skilled physicians and nurses and advanced technologies to support critical organ function to keep patients alive. Examples
of  such  conditions  include  severe  sepsis  and  septic  shock,  severe  burn  injury,  trauma,  acute  respiratory  distress  syndrome,  acute  liver
disease, and severe acute pancreatitis. In the U.S., an estimated $110 billion or 0.7% of the U.S. gross domestic product is spent annually
on critical care medicine. In larger hospitals, critical care treatment accounts for up to 20% of a hospital’s overall budget and often results
in financial losses for the hospital.

In many critical care illnesses, the mortality is often higher than 30%. A major cause of death is multiple organ failure, where
vital organs such as the lungs, kidneys, heart and liver are damaged and no longer function properly. These patients are kept alive with
supportive care therapy, or “life support”, such as mechanical ventilation, dialysis and vasopressor treatment, that is designed to keep the
patient from dying while using careful patient management to tip the balance towards gradual recovery over time. Unfortunately, most
supportive care therapies only help to keep patients alive by supporting organ function but do not help reverse the underlying causes of
organ  failure  and  do  not  help  patients  recover  more  quickly.  Because  of  this,  the  treatment  course  is  often  poorly  defined  and  highly
variable,  leading  to  lengthy  ICU  stays,  a  higher  risk  of  adverse  outcomes  from  hospital  acquired  infections,  medical  errors,  and  other
factors, as well as exorbitant costs. There is an urgent need for more effective “active” therapies that can help to reverse or prevent organ
failure. Our main product, CytoSorb, is a unique cytokine adsorber designed to try to address this void, by reducing “cytokine storm” and
working to reduce the subsequent deadly inflammation that can lead to organ failure and death.  In May 2018, the approved indications
for  use  of  CytoSorb  in  the  EU  were  expanded  to  include  the  removal  of  bilirubin  in  liver  disease,  and  the  removal  of  myoglobin  in
trauma.    In  2020,  the  Company  received  CE-Mark  label  expansions  for  CytoSorb  to  remove  the  anti-platelet  agent  ticagrelor  and  the
direct oral anticoagulant rivaroxaban in patients undergoing cardiac surgery on cardiopulmonary bypass.

In  addition  to  critical  care,  CytoSorb  is  used  in  many  applications  related  to  cardiac  surgery.    Intra-operatively,  CytoSorb  is
either  used  to  help  stabilize  patients  with  serious  conditions  such  as  infective  endocarditis,  or  to  prevent  post-operative  complications
such as acute kidney injury, vasoplegia, respiratory failure, infection, and others. CytoSorb is also used intra-operatively to remove blood
thinners to prevent or reduce bleeding and associated complications during cardiothoracic surgery.  Post-operatively, CytoSorb is used in
the  intensive  care  unit  to  treat  the  post-operative  systemic  inflammatory  response  syndrome  (post-op  SIRS),  sepsis,  and  other
complications.

Together  the  total  addressable  market  for  these  numerous  critical  care  and  cardiac  surgery  applications  with  CytoSorb  is

estimated to be in excess of $30 billion worldwide.

 Sepsis

Sepsis is characterized by a systemic inflammatory response triggered by a severe infection. It is commonly seen in the ICU,
accounting for approximately 10% to 20% of all ICU admissions. However, there are currently no approved products that are available to
treat sepsis in the U.S. or EU. A 2020 study published in The Lancet estimated that there were 49 million new cases of sepsis globally,
killing 11 million people every year. The researchers estimate that 1 in every 5 deaths worldwide is due to sepsis. Data released by the
Healthcare Cost and Utilization Project (H-CUP) identified approximately 1.6 million cases of sepsis each year in the U.S. According to
the CDC, the incidence of serious infection and sepsis has doubled in the U.S. in the past 10 years. The main driver of sepsis incidence is
the aging demographic, specifically patients who are older than age 65 who are more prone to infection and now account for two-thirds
of patients hospitalized for sepsis and the majority of sepsis deaths. Other factors contributing to the increase in sepsis incidence include
the spread of antibiotic resistant bacteria like methicillin-resistant Staphylococcus aureus (“MRSA”), an increase in co-morbid conditions
like HIV, cancer, obesity, and diabetes that increases the risk of infection, an increasing use of implantable devices like artificial hips and
knees that are prone to colonization by bacteria, and the appearance of new highly virulent or contagious strains of common pathogens
such as H3N2 or H1N1 influenza, COVID-19 coronavirus, and others.

There  are  generally  three  categories  of  sepsis,  including  mild  to  moderate  sepsis,  severe  sepsis  and  septic  shock.  Mild  to
moderate sepsis typically occurs with an infection that is responsive to antibiotics or antiviral medication. An example is a patient with
self-limiting  influenza  or  a  treatable  community  acquired  pneumonia.  Mortality  is  generally  very  low.  Severe  sepsis  is  sepsis  with
evidence  of  organ  dysfunction.  An  example  is  a  patient  who  develops  respiratory  failure  due  to  a  severe  pneumonia  and  requires
mechanical ventilation in the ICU. Severe sepsis has a mortality rate of approximately 20% to 25% despite the use of antibiotics and the
highest level of available care. Septic shock, or severe sepsis with low blood pressure that is not responsive to fluid resuscitation, is the
most serious form of sepsis with an expected mortality in excess of 40% to 50%, and up to 80-100% if it is refractory to vasopressors and
other therapies.

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In sepsis, there are two major problems: the infection and the body’s immune response to the infection. Antibiotics are the main
therapy used to treat the triggering infection, and although antibiotic resistance is growing, the infection is often eventually controlled.
However, it is the body’s immune response to this infection that frequently leads to the most devastating damage. In recognition of this,
in  2016  the  3rd  International  Consensus  Definition  Task  Force  re-defined  sepsis  as  “life-threatening  organ  dysfunction  due  to  a
dysregulated host response to infection.” The body’s immune system normally produces large amounts of inflammatory mediators called
cytokines to help stimulate and regulate the immune response during an infection. In severe infection, however, many people suffer from
a  massive,  unregulated  overproduction  of  cytokines,  often  termed  “cytokine  storm”  that  can  kill  cells  and  damage  organs,  leading  to
multiple organ dysfunction syndrome and multiple organ failure, and in many cases death. Until recently, there have been no available
therapies in the U.S. or EU that can control the aberrant immune response and cytokine storm. Our CytoSorb device is a first-in-class,
clinically-proven  broad-spectrum  extracorporeal  cytokine  adsorber  currently  approved  for  sale  in  the  E.U.  The  goal  of  CytoSorb  is  to
prevent  or  treat  organ  failure  by  reducing  cytokine  storm  and  controlling  a  “run-away”  immune  response,  while  antibiotics  work  to
control the actual infection. CytoSorb has been evaluated in the randomized, controlled European Sepsis Trial in 100 patients in Germany
with  predominantly  septic  shock  and  acute  respiratory  distress  syndrome  or  acute  lung  injury.  CytoSorb  demonstrated  the  ability  to
reduce a broad range of cytokines from the blood of critically-ill patients. In a post-hoc analysis, this was associated with improvements
in clinical outcome in two high-risk patient populations – those with very high cytokine levels and patients 65 years of age and older. We
have  completed  a  follow-up  dosing  study  at  several  clinical  trial  sites  in  Germany,  supporting  the  safety  of  continuous  treatment,
exchanging a new device daily for up to 7 days.

The only treatment that had been approved to treat sepsis in the U.S. or EU was Xigris from Eli Lilly. Because of concerns of
cost,  limited  efficacy,  and  potentially  dangerous  side  effects  including  the  increased  risk  of  fatal  bleeding  events  such  as  intracranial
bleeding for those at risk, and also because of problems with reimbursement, worldwide sales of Xigris decreased from $160M in 2009
to  $104M  in  2010.  In  October  2011,  following  its  PROWESS  SHOCK  trial  that  demonstrated  no  benefit  in  mortality  in  septic  shock
patients, Lilly voluntarily withdrew Xigris from all markets worldwide, and is no longer available as a treatment.

Development of many experimental therapies has been discontinued, including Eritoran from Eisai, CytoFab from BTG/Astra

Zeneca, Talactoferrin from Agennix, tranexemic acid from Leading Biosciences, selective cytapheresis from CytoPheryx,, and others.

 For more information regarding our competitors, see the section entitled “Competition” in Item 1 of this report.

Severe sepsis and septic shock patients are among the most difficult and expensive patients to treat in a hospital. Because of
this,  we  believe  that  cost  savings  to  hospitals  and/or  clinical  efficacy,  rather  than  the  cost  of  treatment  itself,  will  be  the  determining
factor in the adoption of CytoSorb in the treatment of sepsis. CytoSorb is approved in the EU and is being sold directly in Germany,
Austria, Switzerland, Belgium, Luxembourg, Poland, Norway, Denmark, Sweden, and the Netherlands with our own direct sales force. In
December  2016,  we  announced  the  achievement  of  a  dedicated  reimbursement  procedure  code  for  CytoSorb  therapy  in  Germany,
providing  for  specific  and  enhanced  reimbursement  in  the  largest  medical  device  market  in  Europe.  We  have  established  strategic
partnerships with Fresenius Medical Care, the world’s largest dialysis company, for exclusive distribution of CytoSorb for critical care
applications  in  France,  Finland,  the  Czech  Republic,  Mexico,  and  Korea,  and  Terumo  Cardiovascular,  the  largest  cardiac  surgery
disposables  company,  for  exclusive  distribution  of  the  CytoSorb  Cardiopulmonary  Bypass  Kit  in  France,  Finland  and  Iceland.  We  are
also  partnered  with  Biocon  Biologics  Limited,  India’s  largest  biopharmaceutical  company,  for  exclusive  distribution  of  CytoSorb  in
India, Sri Lanka, and other select emerging markets. In March 2021, we announced a strategic partnership with B. Braun Avitum AG,
and  the  launch  of  a  global  co-marketing  agreement  to  promote  the  use  of  CytoSorb  with  B.  Braun’s  latest  OMNI®  continuous  blood
purification platform and OMNIset® Plus bloodline set (set version 3.0 or higher). We have ongoing discussions with potential corporate
partners and independent distributors to market CytoSorb in other select EU countries and in other countries outside the EU that accept
CE Mark approval. We have established direct sales or distribution of CytoSorb in more than 70 countries worldwide.

We estimate that the market potential in Europe for CytoSorb is larger than that in the U.S. For example, in the U.S. there are an
estimated 1.6 million cases of sepsis, while the European Sepsis Alliance estimates 3.4 million individuals in Europe become septic each
year. In Germany alone, according to the Center of Sepsis Control and Care, there are approximately 175,000 cases of severe sepsis each
year. Germany is the largest medical device market in Europe and the third largest in the world.

 Sepsis patients are treated in the ICU for 12 to 18 days on average and for a total of 20 to 25 days in the hospital. A typical
severe  sepsis  or  septic  shock  patient  in  the  U.S.  costs  approximately  $45,000  to  $60,000  to  treat  without  using  CytoSorb.  CytoSorb
therapy for sepsis typically costs in the range of $1,000 to $5,000, depending on the number of treatments. The goal of therapy is to not
only  improve  clinical  outcomes,  but  to  also  reduce  the  severity  of  illness  and  reduce  the  need  for  costly  ICU  care  (estimated  at
approximately $4,300 per day in the ICU in the U.S.). The cost of CytoSorb therapy represents a fraction of what is currently spent on
the treatment of patients with sepsis and would be cost-effective if it decreased ICU stay by one to two days. Based upon this price point,
the total addressable market for CytoSorb for the treatment of sepsis in the U.S. and EU is approximately $6 billion to $8 billion.

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Cardiac Surgery

There  are  approximately  500,000  cardiac  surgery  procedures  performed  on  cardiopulmonary  bypass  annually  in  the  U.S.,
another 500,000 in the EU, and approximately a total of 1.5 million procedures worldwide. These include relatively common procedures
including  coronary  artery  bypass  graft  surgery,  valve  replacement  surgery,  heart  and  lung  transplantation,  aortic  reconstruction,
congenital heart defect repair, and LVAD placements for the treatment of heart failure. Cardiac surgery can result in inflammation and the
production  of  high  levels  of  inflammatory  cytokines,  activation  of  complement,  as  well  as  hemolysis,  causing  the  release  of  free
hemoglobin.  These  can  lead  to  post-operative  complications  including  infection,  pulmonary,  renal,  and  neurological  dysfunction.
Complications  lead  to  longer  ICU  recovery  times  and  hospital  stays,  increased  morbidity  and  mortality,  and  higher  costs.  An  average
coronary artery bypass graft procedure already costs approximately $36,000 in the U.S. without complications. According to the National
Foundation for Transplants, a heart and lung transplant plus first year expenses total $1.2 million in the U.S. Valve replacement surgery
for  infective  endocarditis  is  poorly  reimbursed  and  may  cost  up  to  $150,000-$250,000  in  the  U.S.  The  use  of  CytoSorb  to  reduce
cytokines  and  other  inflammatory  mediators  during  and  after  the  surgical  procedure  may  prevent  or  mitigate  these  post-operative
complications.  During  the  procedure,  the  CytoSorb  adsorber  can  be  easily  incorporated  in  the  heart-lung  machine  circuit  without  the
need for a separate pump, a unique competitive advantage over other technologies. After the surgery, CytoSorb can continue to be used
similarly  to  dialysis  on  patients  that  develop  a  severe  post-operative  inflammatory  response  with  hemodynamic  instability.  Modified
ultrafiltration is sometimes used after termination of cardiopulmonary bypass in cardiac surgery to remove excess fluid and inflammatory
substances  but  has  had  mixed  effect.  The  peri-procedural  total  addressable  market  for  CytoSorb  in  the  U.S.  and  EU  in  cardiothoracic
surgery procedures is estimated to be $500 million to $1 billion.

Removal of Antithrombotic Drugs in Cardiac Patients During Surgery Requiring Cardiopulmonary Bypass

The  role  of  antithrombotics,  a  category  that  includes  both  antiplatelet  and  anticoagulant  drugs  in  cardiovascular  medicine  is
constantly growing. Antiplatelet drugs are routinely used in patients with atherosclerotic cardiovascular disease such coronary disease,
vascular disease or stroke. In the acute management of these patients , especially when they need interventional procedures such as stent
placement  therapy  is  escalated  using  two  antiplatelet  drugs  (dual  antiplatelet  therapy  -  DAPT).  Ticagrelor  (Astra  Zeneca  -  Brilinta®,
Brilique®) is considered best in class and is one of the most commonly used anti-platelet drugs to reduce the risk of cardiac death, heart
attacks, and strokes in patients with either a history of a heart attack, or those actively undergoing percutaneous coronary intervention
(PCI)  with  stent  placement  for  acute  coronary  syndrome  or  heart  attack.  On  the  other  hand,  patients  with  atrial  fibrillation  or  venous
thrombosis require chronic anticoagulation. A new category of drugs called Direct Oral Anticoagulants (DOAC) is now the new standard
of care with tens of millions of patients relying on them for lifelong protection. The two leaders in the category, apixaban (Bristol Myers
Squibb - Eliquis®) and rivaroxaban (Janssen and Bayer - Xarelto®) are estimated to reach 40 billion USD in sales by 2026.

There is a clear and large unmet medical need when patients on these antithrombotic agents need to undergo surgery due to the
very  high  risk  of  bleeding.  Specifically,  in  patients  on  these  drugs  requiring  urgent  or  emergent  cardiac  surgery  the  risk  of  major
fatal/life-threatening bleeding has been reported to be as high as 65%. This scenario is most common in patients presenting with an acute
coronary syndrome (ACS). In the US alone there are approximately 1.1 million ACS hospital admissions annually. CytoSorb is able to
very efficiently remove ticagrelor and DOACs from blood, and is approved in the E.U. for the removal of both ticagrelor and rivaroxaban
during cardiothoracic surgery requiring cardiopulmonary bypass. The use of CytoSorb during emergency coronary artery bypass surgery
(CABG) in patients on ticagrelor or rivaroxaban significantly reduced periooperative bleeding complications in a landmark observational
study and had projected cost savings of approximately $5,000 per patient, including the cost of the device. In the U.S., the Company is
conducting two pivotal, randomized, controlled trials, the STAR-T and STAR-D trials, to evaluate the potential ability of the DrugSorb-
ATR antithrombotic removal system, which uses an equivalent polymer technology to CytoSorb, to reduce perioperative bleeding risk in
patients  undergoing  cardiothoracic  surgery  in  the  presence  of  ticagrelor,  or  the  direct  oral  anticoagulants,  apixaban  and  rivaroxaban,
respectively. Each study, if successful, is intended to independently support U.S. FDA marketing approval for DrugSorb-ATR for this
indication. The initial annual addressable market in the U.S. to remove these drugs during cardiothoracic surgery is estimated between
$500-750 million.

Acute Respiratory Distress Syndrome

Acute  lung  injury  (“ALI”)  and  acute  respiratory  distress  syndrome  (ARDS)  are  two  of  the  most  serious  conditions  on  the
continuum of respiratory failure when both lungs are compromised by inflammation and fluid infiltration, severely compromising their
ability to both oxygenate the blood and rid the blood of carbon dioxide produced by the body. There are an estimated 165,000 cases of
ARDS  in  the  U.S.  each  year,  with  even  more  cases  in  the  EU.  During  the  COVID-19  pandemic  in  2020-2021,  ALI  and  ARDS
contributed  or  were  responsible  for  more  than  900,000  deaths  in  the  U.S.  alone.  Patients  with  ALI  and  ARDS  typically  require
mechanical  ventilation,  and  sometimes  extracorporeal  membrane  oxygenation  (ECMO)  therapy  if  the  lungs  become  so  diseased  that
mechanical ventilation fails, to help achieve adequate oxygenation of the blood. Patients on mechanical ventilation are at high risk of
ongoing

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ventilator-induced lung injury, oxygen toxicity, barotrauma, ventilator-acquired pneumonias, and other hospital acquired infections, and
outcome is significantly dependent on the presence of other organ dysfunction as well as co-morbid conditions such as pre-existing lung
disease (e.g., emphysema or chronic obstructive pulmonary disease) and age. Because of this, mortality has been high (16-33%) even
with modern medicine and ventilation techniques. ALI and ARDS can be precipitated by a number of conditions including pneumonia
and other infections, burn and smoke inhalation injury, aspiration, reperfusion injury and shock. Cytokine injury plays a major role in the
vascular  compromise  and  cell-mediated  damage  to  the  lung  through  tight  junction  disruption  of  respiratory  endothelium,  leading  to
capillary leak syndrome, and other factors. Reduction of cytokine levels may either prevent or mitigate lung injury, enabling patients to
wean  from  mechanical  ventilation  and  ECMO  faster,  potentially  reducing  numerous  sequelae  such  as  infection,  pneumothoraces,  and
respiratory muscle deconditioning, and allow faster ICU discharge, thereby potentially saving costs. CytoSorb treatment of patients with
either ALI or ARDS in the setting of sepsis was the subject of our European Sepsis Trial where in a post-hoc analysis in patients with
very  high  cytokine  levels,  we  observed  faster  ventilator  weaning  in  CytoSorb  treated  patients  that  showed  a  statistical  trend  towards
benefit.  Published  results  from  our  CytoSorb  Therapy  in  COVID-19  (CTC)  registry  in  the  medical  journal,  Frontiers  in  Medicine,  in
December  2021,  demonstrated  that  in  52  consecutive  patients  from  5  U.S.  ECMO  centers,  90-day  survival  was  73%  in  critically  ill
COVID-19  patients  who  failed  mechanical  ventilation  and  were  treated  with  ECMO  and  CytoSorb  under  FDA  Emergency  Use
Authorization,  For  context,  90-day  survival  was  50%  (as  of  December  2021)  among  more  than  6,400  adult  patients  in  the  North
American  cohort  of  the  Extracorporeal  Life  Support  Organization  (ELSO)  COVID-19  ECMO  Registry.  Future,  prospectively  defined,
larger  studies  are  required  to  confirm  these  findings.  Although  a  number  of  therapies  have  been  tried  such  as  nitric  oxide,  surfactant
therapy, and others, only corticosteroids, such a dexamethasone or methylprednisolone, have demonstrated mortality benefit in patients
with  ARDS.  For  example,  in  critically  ill  COVID-19  patients  on  mechanical  ventilation,  the  RECOVERY  study  demonstrated  use  of
once  daily  dexamethasone  led  to  a  reduction  in  mortality  from  41.4%  control  to  29.3%  treatment.  However,  techniques  to  improve
ventilation and reduce ongoing lung injury are being used.  For example, low tidal volume ventilation has been demonstrated to improve
mortality (31.0% as compared to 39.8% control) in this patient population in the ARDSNet Trial. Prone positioning, or placing a patient
chest-side down, in severe ARDS patients in order to redistribute gravity-dependent pulmonary edema and allow ventilation of collapsed
or atelectatic alveoli, is also used, following studies that suggest benefit including the PROSEVA trial (16% vs 32.8% in the control).
However, even with these interventions, we believe mortality is still unacceptably high. The total addressable market for CytoSorb to
treat ARDS and ALI in the EU is estimated to be between $500 million to $1.25 billion, and approximately $2 billion for the U.S. and
EU combined.

Severe Burn Injury

In  the  U.S.,  there  are  approximately  2.4  million  burn  injuries  per  year,  with  650,000  treated  by  medical  professionals  and
approximately 75,000 requiring hospitalization. Aggressive modern management of burn injury, including debridement, skin grafts, anti-
microbial dressings and mechanical ventilation for smoke and chemical inhalation injury has led to significant improvements in survival
of burn injury to approximately 95% on average at leading burns centers. However, there remains a need for better therapies to reduce
the mortality in those patients with large burns and inhalation injury as well as to reduce complications of burn injury and hospital length
of stay for all patients. According to National Burn Repository Data, the average hospital stay for burn patients is directly correlated with
the percent total body surface area (“TBSA”) burned. Every 1% increase of TBSA burned equates to approximately 1 additional day in
the  hospital.  A  single  patient  with  more  than  30%  TBSA  burned  who  survives,  is  hospitalized  for  an  average  of  30  days  and  costs
approximately  $200,000  to  treat.  Major  causes  of  death  following  severe  burn  and  smoke  inhalation  injury  are  multiple  organ  failure
(hemodynamic  shock,  respiratory  failure,  acute  renal  failure)  and  sepsis,  particularly  in  patients  with  greater  than  30%  TBSA  burns.
Burns and inhalation injury lead to severe systemic and localized lung inflammation, loss of fluid, and cytokine overproduction. This
“cytokine storm” causes numerous problems, including: hypovolemic shock and inadequate oxygen and blood flow to critical organs,
ARDS  preventing  adequate  oxygenation  of  blood,  capillary  leakage  resulting  in  tissue  edema  and  intravascular  depletion,
hypermetabolism leading to massive protein degradation and catabolism and is also associated with increased risk of infection, impaired
healing, severe weakness and delayed recovery, immune dysfunction causing a higher risk of secondary infections (wound infections,
pneumonia)  and  sepsis,  and  direct  apoptosis  and  cell-mediated  killing  of  cells,  leading  to  organ  damage.  Up  to  a  third  of  severe
hospitalized  burn  patients  develop  multiple  organ  failure  and  sepsis  that  can  often  lead  to  complicated,  extended  hospital  courses,  or
death. Broad reduction of cytokine storm has not been previously feasible and represents a novel approach to limiting or reversing organ
failure,  potentially  enabling  more  rapid  mechanical  ventilation  weaning,  prevention  of  shock,  reversal  of  the  hypermetabolic  state
encouraging faster healing and patient recovery, reducing hospital costs, and potentially improving survival. The total addressable market
in the EU for CytoSorb to address burn and smoke inhalation injury is estimated at $150 million to $350 million and up to $600 million
for the U.S. and EU combined.

Trauma

According to the National Center for Health Statistics, in the U.S., there are more than 31 million visits to hospital emergency

rooms, with 1.9 million hospitalizations, and 167,000 deaths every year due to injury. The leading causes of injury are trauma from

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motor vehicle accidents, being struck by an object or other person, and falls. Trauma is a well-known trigger of the immune response and
a surge in cytokine production or cytokine storm. In trauma, cytokine storm contributes to the systemic inflammatory response syndrome
triggering a cascade of events that cause cell death, organ damage, organ failure and often death. Cytokine storm exacerbates physical
trauma in many ways. For instance, trauma can cause hypovolemic shock due to blood loss, while cytokine storm causes capillary leak
and intravascular volume loss, and triggers nitric oxide production that causes cardiac depression and peripheral dilation. Shock can lead
to a lack of oxygenated blood flow to vital organs, causing organ injury. Severe systemic inflammation and cytokine storm can lead to
ALI and ARDS as is often seen in ischemia and reperfusion injury following severe bleeding injuries. Penetrating wound injury from
bullets, shrapnel and knives, can lead to infection and sepsis, another significant cause of organ failure in trauma. Complicating matters is
the breakdown of damaged skeletal muscle, or rhabdomyolysis, from blunt trauma that can lead to a massive release of myoglobin into
the blood that can crystallize in the kidneys, leading to acute kidney injury and renal failure. Renal failure in trauma is associated with a
significant increase in expected mortality. Cytokine and myoglobin reduction by CytoSorb and related technologies may have benefit in
trauma, potentially improving clinical outcome. In May 2018, the approved indications for use of CytoSorb in the EU were expanded to
include the removal of myoglobin in trauma.  The total addressable market for CytoSorb for the treatment of trauma is estimated to be
$1.5 billion to $2.0 billion in the U.S. and the EU.

Trauma  patients  on  antithrombotic  drugs  represent  an  especially  challenging  cohort  since  any  necessary  surgery  would  be
associated with very high bleeding risk. The ability of CytoSorb to efficiently remove some of the most popular antithrombotic drugs
may represent an additional mode of benefit to improve clinical outcomes in trauma patients.

Acute Liver Disease

Chronic liver disease afflicts an estimated 850 million people worldwide, or 11% of the world population, due to the prevalence
of viral hepatitis infection, alcohol abuse, and non-alcoholic steatohepatitis (NASH or “fatty liver”). Chronic liver disease is blamed for
nearly one million deaths a year, with another one million dying of hepatic cancer and acute hepatitis. In the U.S., liver disease is the
second leading cause of death from digestive disease, and the 10th leading cause of death amongst men. Many patients with advanced
chronic  liver  disease  will  develop  an  acute  exacerbation  or  decompensation  (“acute-on-chronic”)  of  their  disease,  with  associated
inflammation and cytokine elevation, often requiring hospitalization. Also, many patients will present with acute hepatitis triggered by
viral  infection  or  alcohol.  A  range  of  symptoms,  depending  on  the  severity  of  illness  include  jaundice  (high  bilirubin),  variceal
hemorrhage,  cognitive  dysfunction  and  hepatic  encephalopathy,  ascites,  coagulopathy,  renal  failure,  liver  failure,  and  others.  The
extracorporeal blood purification of liver toxins such as bilirubin has been used to help treat patients and is often called “liver dialysis”.
Current  liver  dialysis  therapies  include  MARS  (Molecular  Adsorbent  Recirculation  System;  Baxter),  Prometheus  (Fresenius),  SPAD
(single  pass  albumin  dialysis),  and  others.  However,  none  of  these  therapies  can  remove  cytokines,  key  elements  in  acute-on-chronic
exacerbations and cases of acute hepatitis. CytoSorb represents a potentially superior liver dialysis therapy, as it can remove both liver
toxins such as bilirubin and bile salts, as well as cytokines. In May 2018, the approved indications for use of CytoSorb in the E.U. were
expanded to include the removal of bilirubin in liver disease. The total addressable market for CytoSorb for the treatment of acute-on-
chronic liver disease, acute hepatitis, and acute liver failure is estimated to bed more than $15 billion worldwide.

Severe Acute Pancreatitis

Acute pancreatitis is the inflammation of the pancreas that results in the local release of digestive enzymes and chemicals that
cause severe inflammation, necrosis and hemorrhage of the pancreas and local tissues. Approximately 210,000 people in the U.S. are
hospitalized each year with acute pancreatitis with roughly 20% requiring ICU care. It is caused most frequently by a blockage of the
pancreatic  duct  or  biliary  duct  with  gallstones,  cancer,  hyperlipidemia,  or  from  excessive  alcohol  use.  Severe  acute  pancreatitis  is
characterized  by  severe  pain,  inflammation,  and  edema  in  the  abdominal  cavity,  as  well  as  progressive  systemic  inflammation,
generalized edema, and multiple organ failure that is correlated with high levels of cytokines and digestive enzymes in the blood. Little
can be done to treat severe acute pancreatitis today, except for pancreatic duct decompression with endoscopic techniques, supportive
care therapy, pain control, enteral tube feeding, and fluid support. ICU stay is frequently measured in weeks and although overall ICU
mortality is approximately 10%, patients with multiple organ failure have a much higher risk of death. CytoSorb may potentially benefit
overall outcomes in episodes of acute pancreatitis by removing a diverse set of toxins and cytokines from blood. The total addressable
market for CytoSorb for the treatment of severe acute pancreatitis in the U.S. and EU is estimated to be between $400 million to $600
million.

Cancer Cachexia and Cancer Immunotherapy

Cancer cachexia is a progressive wasting syndrome characterized by rapid weight loss, anorexia, and physical debilitation that
significantly contributes to death in many cancer patients. Cancer cachexia is a systemic inflammatory condition, driven by excessive
pro-inflammatory cytokines and other factors, that cripples the patient’s physical and immunologic reserve to fight cancer. Despite

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afflicting  millions  of  patients  worldwide  each  year,  there  are  no  effective  approved  treatments  for  cancer  cachexia,  with  only
symptomatic treatments available. CytoSorb blood purification may stop or reverse cancer cachexia through broad reduction of cytokines
and  other  inflammatory  mediators,  when  treated  over  time.  For  example,  CytoSorb  efficiently  removes  TNF-alpha  (originally  called
“cachectin” or “cachexin” when first isolated in cancer cachexia patients) and other major pro-inflammatory cytokines including IL-1,
IL-6, and gamma interferon that can cause cachexia. This broad immunotherapy approach may lead to improved clinical outcomes while
reducing patient suffering.

CytoSorb may also represent a rescue or salvage therapy in activated CAR T-cell cancer immunotherapy, where cytokine release
syndrome  (i.e.  CRS  or  cytokine  storm)  is  common,  and  can  lead  to  organ  failure  and  death  in  certain  patients.  In  the  CRS  literature,
researchers  have  drawn  parallels  to  both  macrophage  activating  syndrome  and  secondary  hemophagocytic  lymphohistiocytosis  (HLH)
which produce a similar clinical picture and cytokine storm profile. CytoSorb has been used successfully in many cases of secondary
HLH.  In  March  2017,  the  pioneer  of  CAR  T-cell  immunotherapy,  Dr.  Carl  June  at  University  of  Pennsylvania,  joined  our  scientific
advisory  board.  In  2017,  both  Kymriah  from  University  of  Pennsylvania  and  Novartis,  and  Yescarta  from  Kite  Pharma  and  Gilead
Sciences,  received  FDA  approval  for  the  treatment  of  certain  hematologic  cancers.  In  early  2020,  the  first  two  case  reports  of  CRS
successfully treated with the adjunctive use of CytoSorb were published.

The total addressable market for CytoSorb for the treatment of cancer cachexia and cancer in the U.S. and EU is estimated to be

in excess of $4 billion.

Organ Transplant and Brain-Dead Organ Donors

There  are  in  excess  of  6,000  brain  dead  organ  donors  each  year  in  the  United  States;  worldwide,  the  number  of  these  organ
donors  is  estimated  to  be  at  least  double  the  U.S.  brain  dead  organ  donor  population.  There  is  a  severe  shortage  of  donor  organs.
Currently, there are more than 100,000 individuals on transplant waiting lists in the United States. Cytokine storm is common in these
organ donors, resulting in reduced viability of potential donor organs. The potential use of CytoSorb hemoperfusion to control cytokine
storm in brain dead organ donors could increase the number of viable organs harvested from the donor pool and improve the survival of
transplanted organs. A proof-of-concept pilot study using our technology in human brain dead donors has been published. In addition,
CytoSorb treatment in a porcine animal model of brain death demonstrated a reduction in cytokines as well as a preservation of cardiac
function compared to untreated controls.

In  October  2020,  CytoSorbents  announced  the  EU  approval  of  the  ECOS-300CY  cartridge  for  the  removal  of  inflammatory
mediators  during  ex  vivo  organ  perfusion,  with  the  goal  of  either  preserving  organ  function  in  healthy  organs,  or  rehabilitating
dysfunctional organs that would otherwise have been discarded.  We believe the ECOS-300CY cartridge has the potential to expand the
organ donor pool.  According to Eurotransplant, there were approximately 6,400 transplants from deceased donors and roughly 14,000
patients on waiting list for organs in Europe last year. In the United States, UNOS cites more than 41,000 organ transplants in 2020, with
approximately 106,000 patients on the waiting list.  This represents a U.S. and European total addressable market for the ECOS-300CY
device of approximately $400-600 million.

Blood Transfusions

The  HemoDefend  platform  is  a  development-stage  technology  designed  to  be  a  practical,  low  cost,  and  effective  way  to
safeguard  the  quality  and  safety  of  the  blood  supply.  In  the  U.S.  alone,  15  million  packed  red  blood  cell  (“pRBC”)  transfusions  and
another 15 million transfusions of other blood products (e.g., platelet, plasma, and cryoprecipitate) are administered each year with an
average of 10% of all U.S. hospital admissions requiring a blood transfusion. The sheer volume of transfusions, not just in the U.S., but
worldwide, complicates an already difficult task of maintaining a safe and reliable blood supply. Trauma, invasive operative procedures,
critical care illnesses, supportive care in cancer, military usage, and inherited blood disorders are just some of the drivers of the use of
transfused blood. In war, hemorrhage from trauma is a leading cause of preventable death, accounting for an estimated 30% to 40% of all
fatalities. For example, in Operation Iraqi Freedom, due to a high rate of penetrating wound injuries, up to 8% of admissions required
massive transfusions, defined as 10 units of blood or more in the first 24 hours. There is a clear need for a stable and safe source of blood
products.  However,  blood  shortages  are  common  and  exacerbated  by  the  finite  lifespan  of  blood.  According  to  the  Red  Cross,  pRBC
units  have  a  refrigerated  life  span  of  42  days.  However,  many  medical  experts  believe  there  is  an  increased  risk  of  infection  and
transfusion  reactions  once  stored  blood  ages  beyond  two  weeks.  Transfusion-related  acute  lung  injury  is  the  leading  cause  of  non-
hemolytic transfusion-related morbidity and mortality, with an incidence of 1 in 2,000-5,000 transfusions and a mortality rate of up to
10%. Fatal cases of transfusion-related acute lung injury have been most closely related to anti-HLA or anti-granulocyte antibodies found
in a donor’s transfused blood. Other early transfusion reactions such as transfusion-associated dyspnea, fever and allergic reactions occur
in 3% to 5% of all transfusions and can vary in severity depending on the patient’s condition. These are caused by cytokines, bioactive
lipids, free hemoglobin, toxins, foreign antigens, and a number of other inflammatory mediators that accumulate in transfused

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blood  products  during  storage.  Leukoreduction  can  remove  the  majority  of  white  cells  that  can  produce  new  cytokines  but  cannot
eliminate those cytokines already in blood, and cannot otherwise remove other causative agents such as free hemoglobin and antibodies.
Automated  washing  of  pRBC  is  effective  but  is  impractical  due  to  the  time,  cost,  and  logistics  of  washing  each  unit  of  blood.  The
HemoDefend platform is a potentially superior alternative to purify blood transfusion products to these methods. The total addressable
market  for  HemoDefend  is  more  than  $500  million  for  pRBCs  alone.  CytoSorbents  has  also  received  grant  and  contract  funding  to
develop the HemoDefend platform to enable both universal plasma and fresh whole blood transfusions through the reduction of anti-A
and anti-B blood group antibodies. Today, plasma and whole blood products must be carefully blood-type matched to prevent potentially
fatal  hemolytic  transfusion  reactions  in  the  recipient,  caused  by  the  accidental  administration  of  mismatched  blood  products.  The
reduction of anti-A and anti-B antibodies could potentially reduce or eliminate this risk, allowing for a broader range of available donors
and simplifying the transfusion process. According to the American Red Cross, nearly 10,000 units of plasma are needed daily in the
United States, or more than 3.5 million units a year. The World Health Organization (WHO) reports that plasma is transfused at a rate of
2.2 – 18.9 units per 1,000 population (median 7.7 units) globally.  In westernized countries alone, with a population of 1.5 billion, there
are approximately 12 million units of plasma administered each year.  The total addressable market for HemoDefend-BGA in transfusion
medicine in westernized countries alone is an estimated $400 million to $600 million and represents a fraction of the global market.

Radiocontrast Removal

ContrastSorb is a development-stage blood purification technology that is being optimized for the removal of IV contrast from
blood  in  order  to  prevent  contrast  -induced  nephropathy  ("CIN").  CIN  is  the  acute  loss  of  renal  function  within  the  first  48  hours
following  IV  contrast  administration.  IV  contrast  is  widely  administered  to  patients  undergoing  CT  scans,  to  enhance  the  images  and
make  it  easier  to  identify  anatomic  structures.  IV  contrast  is  also  administered  during  invasive  and  interventional  cardiovascular
procedures in the brain, heart, limbs, and other parts of the body to diagnose and treat atherosclerosis (narrowing of blood vessels due to
cholesterol  deposits),  vascular  injury,  aneurysms,  etc.  For  example,  an  estimated  10  million  coronary  angiograms  are  performed
worldwide  each  year  to  diagnose  and  treat  coronary  artery  disease  by  placing  coronary  stents,  performing  balloon  angioplasty,  or
atherectomy (removal of plaque in arteries). Overall, there are an estimated 80 million doses of IV contrast administered worldwide each
year, split between approximately 65 million contrast-enhanced CT scans, 10 million coronary angiograms, and 5 million conventional
angiograms.  There  are  an  estimated  30  million  doses  administered  each  year  in  the  U.S.  alone.  The  reported  risk  of  CIN  in  patients
undergoing contrast enhanced CT scans has been reported to be 2% to 13%. For coronary intervention, the risk has been estimated to be
as  high  as  20%  to  30%  in  high  risk  patients  with  pre-existing  renal  insufficiency,  long-term  diabetes,  hypertension,  congestive  heart
failure, and older age. The use of low osmolar IV contrast, hydration of patients pre-procedure, orally administration of N-acetylcysteine,
and other agents to prevent CIN have demonstrated modest benefit in some clinical studies, but in many cases, the results across studies
have been equivocal and inconsistent. In high risk patients, the direct removal of IV contrast from the blood with ContrastSorb to prevent
CIN represents a potentially more effective alternative. The worldwide market opportunity for ContrastSorb in this high risk group is
approximately $1 billion to $2 billion.

Drug Removal

DrugSorb  is  a  development-stage  blood  purification  technology  that  is  capable  of  removing  a  wide  variety  of  drugs  and
chemicals  from  blood,  as  a  potential  treatment  for  drug  overdose,  drug  toxicity,  toxic  chemical  exposure,  use  in  high-dose  regional
chemotherapy, and other applications. It has demonstrated extremely high single pass removal efficiency of a number of different drugs
that  exceeds  the  extraction  capability  of  hemodialysis  or  other  filtration  technologies.  It  is  similar  in  action  to  activated  charcoal
hemoperfusion  cartridges  that  have  been  available  for  many  years,  but  has  the  advantage  of  having  inherent  biocompatibility  and
hemocompatibility without coatings, and can be easily customized for specific agents.

Chronic Kidney Failure

The National Kidney Foundation estimates that more than 20 million Americans have chronic kidney disease. Left untreated,
chronic kidney disease can ultimately lead to chronic kidney failure, which requires a kidney transplant or chronic dialysis (generally
three times per week) to sustain life. There are approximately 500,000 patients in the U.S. currently receiving chronic dialysis and more
than  3.0  million  worldwide.  Approximately  66%  of  patients  with  chronic  kidney  disease  are  treated  with  hemodialysis.  One  of  the
problems with standard high-flux dialysis is the limited ability to remove certain mid-molecular weight toxins such as β2 -microglobulin.
Over time, β2 -microglobulin can accumulate and cause amyloidosis in joints and elsewhere in the musculoskeletal system, leading to
pain  and  disability.  Our  BetaSorb  device  is  intended  to  remove  these  mid-molecular  weight  toxins  when  used  in  conjunction  with
standard dialysis. Standard dialysis care typically involves three sessions per week, averaging approximately 150 sessions per year.

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Products

The polymer adsorbent technology used in our products can remove middle molecular weight toxins, such as cytokines, from
blood and physiologic fluids. All of the potential applications described below (i.e., the adjunctive treatment and/or prevention of sepsis;
the  adjunctive  treatment  and/or  prevention  of  other  critical  care  conditions  such  as  acute  respiratory  distress  syndrome,  burn  injury,
trauma and pancreatitis; the prevention of damage to organs donated by brain-dead donors prior to organ harvest; the prevention of post-
operative  complications  of  cardiopulmonary  bypass  surgery;  the  prevention  of  kidney  injury  from  IV  contrast;  and  the  treatment  of
chronic kidney failure) share in common high concentrations of toxins in the circulating blood. However, because of the limited studies
we have conducted to date, we are subject to substantial risk that our technology will have little or no effect on the treatment of any of
these indications. In 2011, we completed our European Sepsis Trial of our CytoSorb device. The study was a randomized, open label,
controlled clinical study in 14 sites in Germany of 100 critically ill patients with predominantly septic shock and respiratory failure. The
trial successfully demonstrated the ability of CytoSorb to reduce levels of key cytokines from whole blood in treated patients, and that
treatment was safe in these critically-ill patients with multiple organ failure. We completed the CytoSorb technical file review with our
notified body and CytoSorb subsequently received EU regulatory approval under the CE Mark as an extracorporeal cytokine adsorber
indicated  for  use  in  any  clinical  situation  where  cytokines  are  elevated.  Given  sufficient  and  timely  financial  resources,  we  intend  to
continue to commercialize in Europe and conduct additional clinical studies of our products. However, there can be no assurance that we
will ever obtain regulatory approval for any other device, or that the CytoSorb device will be able to generate significant sales.

We manufacture the CytoSorb device at our facility located in Monmouth Junction, New Jersey. We purchase our raw materials
from  multiple  vendors  located  primarily  in  the  United  States.  We  believe  that  our  risk  of  an  interruption  in  the  supply  of  our  raw
materials is minimal due to the use of multiple vendors and the availability of alternate vendors. We do not have contractual minimum
finished goods inventory requirements, however our practice is to maintain a minimum inventory level sufficient to provide a supply of
products for the next three months.

The CytoSorb Device (Critical Care)

APPLICATION: Adjunctive Therapy in the Treatment of Sepsis

Sepsis  is  a  potentially  life-threatening  disease  defined  as  “life-threatening  organ  dysfunction  caused  by  a  dysregulated  host
response to an infection”. Sepsis is mediated by high levels of inflammatory mediators such as cytokines, which are released into the
bloodstream  as  part  of  the  body’s  immune  response  to  severe  infection  or  injury.  Excessive  concentrations  of  these  mediators  cause
severe inflammation and damage healthy tissues, which can lead to organ dysfunction and failure. Organ failure is the leading cause of
death in the ICU. Sepsis is very expensive to treat and has a high mortality rate.

Potential Benefits: To the extent our adsorbent blood purification technology is able to prevent or reduce the accumulation of
cytokines, toxins, or other inflammatory mediators in the circulating blood, we believe our products may be able to prevent or mitigate
severe  inflammation,  organ  dysfunction  and  failure  in  sepsis  patients.  Therapeutic  goals  as  an  adjunctive  therapy  include  improved
clinical outcome, reduced ICU and total hospitalization time, and reduced hospital costs.

Background and Rationale: We believe that the effective treatment of sepsis the largest market for our technology. Severe sepsis
(sepsis with organ dysfunction) and septic shock (severe sepsis with persistent hypotension despite fluid resuscitation) carries mortality
rates of between 20% and 80%. Death can occur within hours or days, depending on many variables, including cause, severity, patient
age and co-morbidities. There are approximately 1.6 million new cases of sepsis in the U.S. each year; and based on a recent 2020 The
Lancet  study,  the  worldwide  incidence  is  estimated  to  be  49  million  cases  annually,  accounting  for  1  in  every  5  deaths  globally.  The
incidence of sepsis is also rising due to:

● an aging population;
● increased incidence of antibiotic resistance;
● increase in co-morbid conditions like cancer and diabetes; and
● increased use of indwelling medical devices that are susceptible to infection.

In the U.S. alone, treatment of sepsis costs nearly $20 billion annually. According to the CDC, sepsis is a top ten cause of death
in the U.S. The incidence of sepsis is believed to be under-reported as the primary infection (i.e., pneumonia, pyelonephritis, etc.) is often
cited as the cause of death.

An effective treatment for sepsis has been elusive. Pharmaceutical companies have been trying to develop drug therapies to treat

the condition. With the exception of Xigris® from Eli Lilly, no other products have been approved in either the U.S. or Europe for

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the treatment of sepsis. In 2011, after completing a follow up study required by the FDA, it was subsequently determined that Xigris®
did not have a statistically significant mortality benefit, and Eli Lilly withdrew Xigris® from all markets worldwide.

Many medical professionals believe that blood purification for the treatment of sepsis holds tremendous promise. Studies using
dialysis and hemofiltration technology have been encouraging, but have only had limited benefit to sepsis patients. The reason for this
appears to be rooted in a primary limitation of dialysis technology itself: the inability of standard dialysis to effectively and efficiently
remove significant quantities of larger toxins such as cytokines from circulating blood. CytoSorb has demonstrated the ability to safely
reduce key cytokines in the blood of septic patients with multiple organ failure in our European Sepsis Trial.

The ability of CytoSorb to interact safely with blood (hemocompatibility) has been demonstrated through ISO 10993 testing,
which includes testing for hemocompatibility, biocompatibility, cytotoxicity, genotoxicity, acute sensitivity and complement activation.
CytoSorb use has been considered safe and well-tolerated in more than 162,000 devices utilized as of December 31, 2021.

CytoSorb has been designed to achieve broad-spectrum removal of both pro- and anti-inflammatory cytokines, preventing or
reducing the accumulation of high concentrations in the bloodstream. It also removes a wide range of inflammatory mediators such as
activated complement, bacterial toxins, myoglobin, free hemoglobin, bilirubin, and many others. This approach is intended to modulate
the immune response without causing damage to the immune system.

Projected Timeline: In 2011, the CytoSorb adsorber received EU regulatory approval under the CE Mark as an extracorporeal
cytokine  adsorber  to  be  used  in  clinical  situations  where  cytokines  are  elevated.  Our  manufacturing  facility  has  also  achieved  ISO
13485:2003  Full  Quality  Systems  certification,  an  internationally  recognized  quality  standard  designed  to  ensure  that  medical  device
manufacturers  have  the  necessary  comprehensive  management  systems  in  place  to  safely  design,  develop,  manufacture  and  distribute
medical devices in the EU. We are currently manufacturing our CytoSorb device for commercial sale in the EU. We are currently selling
CytoSorb  in  Germany,  Austria,  Switzerland,  Belgium,  Luxembourg,  Poland,  Norway,  Sweden,  Denmark,  and  the  Netherlands  with  a
direct sales force. Based on its CE Mark approval, CytoSorb can also be sold throughout all 27 countries of the EU, the United Kingdom
and countries outside the EU that will accept European regulatory approval with registration. Overall, we have established either direct
sales or distribution (via distributors or strategic partners) of CytoSorb in more than 70 countries worldwide. Registration of CytoSorb is
typically required in each of these countries prior to active commercialization. With CE Mark approval, this can be typically achieved
within several months in EU countries. Outside of the EU, the process is more variable and can take months to more than a year due to
different  requirements  for  documentation  and  clinical  data.  Variability  in  the  timing  of  registration  affects  the  initiation  of  active
commercialization in these countries, which affects the timing of expected CytoSorb sales. We actively support all of our distributors and
strategic partners in the product registration process. Outside of the EU, CytoSorb has distribution in Turkey, India, Sri Lanka, Australia,
New  Zealand,  Russia,  Serbia,  Vietnam,  Malaysia,  Hong  Kong,  Chile,  Panama,  Costa  Rica,  Colombia,  Brazil,  Mexico,  Argentina,
Perú, Guatemala, Ecuador, Bolivia,  the  Dominican Republic, El Salvador, Iceland,  Israel,  UAE,  Iran,  Saudi  Arabia  and  other  Middle
Eastern countries, and South Korea. We cannot generally predict the timing of these registrations, and there can be no guarantee that we
will ultimately achieve registration in countries where we have established distribution. We also cannot guarantee that we will generate
meaningful  sales  in  the  countries  where  we  have  established  registration,  due  to  other  factors  such  as  market  adoption  and
reimbursement. We are currently actively evaluating other potential distributor and strategic partner networks in other major countries
that  accept  CE  Mark  approval.  With  sufficient  resources  and  continued  positive  clinical  data,  assuming  availability  of  adequate  and
timely  funding,  and  continued  positive  results  from  our  clinical  studies,  we  intend  to  continue  our  commercialization  plans  for  our
product worldwide.

APPLICATION: Adjunctive Therapy in Other Critical Care Applications

Potential Benefits:  Cytokine-mediated  organ  damage  and  immune  suppression  can  increase  the  risk  of  death  and  infection  in
patients  with  commonly  seen  critical  care  illnesses  such  as  acute  respiratory  distress  syndrome,  severe  burn  injury,  trauma  and
pancreatitis.  By  reducing  both  pro-  and  anti-inflammatory  cytokines,  CytoSorb  has  the  potential  to  reduce  the  systemic  inflammatory
response and:

·
·
·
·

prevent or mitigate multiple organ dysfunction syndrome (“MODS”) and/or multiple organ failure (“MOF”);
prevent or reduce secondary infections;
reduce the need for expensive life-sparing supportive care therapies such as mechanical ventilation; and
reduce  the  need  for  ICU  care,  freeing  expensive  critical  care  resources,  and  reducing  hospital  costs  and  costs  to  the
healthcare system.

Background and Rationale: A shared feature of many life-threatening conditions seen in the ICU is severe inflammation (either

sepsis or systemic inflammatory response syndrome) due to an over-reactive immune system and high levels of cytokines that can cause

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or contribute to organ dysfunction, organ failure and patient death. Examples of such conditions include severe burn injury, trauma, acute
respiratory  distress  syndrome  and  severe  acute  pancreatitis.  MODS  and  MOF  are  common  causes  of  death  in  these  illnesses  and
mortality is directly correlated with the number of organs involved. There are currently few active therapies to prevent or treat MODS or
MOF.  If  CytoSorb  can  reduce  direct  or  indirect  cytokine  injury  of  organs,  it  may  mitigate  MODS  or  MOF,  improve  overall  patient
outcome and reduce costs of treatment. In addition, secondary infection, such as ventilator-acquired pneumonia, urinary tract infections,
or catheter-related line infections, are another major cause of morbidity and mortality in all patients treated in the ICU that increase with
longer ICU stay. Prolonged illness, malnutrition, age, multiple interventional procedures, and exposure to antibiotic resistant pathogens
are just some of the many risk factors for functional immune suppression and infection. In sepsis and SIRS, the overexpression of pro-
inflammatory cytokines can also cause a depletion of immune effector cells through apoptosis and other means, and anti-inflammatory
cytokines can cause profound immune suppression, both major risk factors for infection.

Projected Timeline:  The  EU  CE  Mark  approval  for  CytoSorb  as  an  extracorporeal  cytokine  adsorber  and  its  broad  approved
indication to be used in any clinical situation where cytokines are elevated, allows it to be used “on label” in critical care applications
such  as  acute  respiratory  distress  syndrome,  severe  burn  injury,  trauma,  liver  failure,  and  pancreatitis,  and  in  other  conditions  where
cytokine storm, sepsis and/or SIRS plays a prominent role in disease pathology. In addition, the expanded indications for use label now
includes reduction of bilirubin and reduction of myoglobin, further strengthens the on-label use of the technology for the treatment of
liver  disease,  and  severe  trauma,  respectively.  Our  goal  is  to  stimulate  investigator-initiated  clinical  studies  with  our  device  for  these
applications.  Currently,  we  have  more  than  45  investigator-initiated  or  company-sponsored  studies  being  planned,  enrolling,  or
completed.  We  have  been  moving  forward  in  parallel  with  a  program  to  further  understand  the  potential  benefit  of  CytoSorb
hemoadsorption in these conditions through additional investigational animal studies and potential human pilot studies in the U.S. funded
either  directly  by  us,  through  grants,  or  through  third  parties.  Commencement  of  these  and  other  formal  studies  is  contingent  upon
adequate funding and, in the case of U.S. human studies, FDA IDE approval of the respective human trial protocols.

APPLICATION: Prevention and treatment of perioperative complications of cardiopulmonary bypass surgery

Potential Benefits: If CytoSorb is able to prevent or reduce high levels of cytokines, free hemoglobin, and other inflammatory
mediators from accumulating in the bloodstream during and following cardiac surgery, we anticipate that post-operative complications of
cardiopulmonary  bypass  surgery  may  be  able  to  be  prevented  or  mitigated.  In  addition,  CytoSorb  can  remove  certain  antithrombotic
drugs such as ticagrelor and rivaroxaban during cardiopulmonary bypass in patients requiring urgent or emergent surgery. The primary
goals for these applications are to:

·
·
·
·
·

reduce ventilator and oxygen therapy requirements;
reduce post-operative complications such as ARDS, acute kidney injury, post-perfusion syndrome, and the SIRS;
reduce length of stay in hospital ICUs;
reduce the total cost of patient care;and
reduce the risk of perioperative bleeding complications such as need for blood and platelet transfusions, rethoracotomy,
and death.

Background and Rationale: Due to the highly invasive nature of cardiopulmonary bypass surgery, high levels of cytokines are
produced by the body, triggering severe inflammation. In addition, hemolysis of red blood cells frequently occurs, resulting in the release
of free hemoglobin into the bloodstream. These inflammatory mediators can lead to post-operative complications. CytoSorb is the only
cytokine reduction technology approved in the EU that can be used intraoperatively in a bypass circuit in a heart-lung machine during
cardiopulmonary  bypass  without  the  need  for  another  machine.  If  our  products  are  able  to  prevent  or  reduce  the  accumulation  of
cytokines or free hemoglobin in a patient’s blood stream, we may be able to prevent or mitigate post-operative complications caused by
an excessive or protracted inflammatory response to the surgery. Intraoperative use of CytoSorb on high-risk cardiac surgery patients,
where  the  risk  of  post-operative  complications  is  the  highest,  is  one  of  our  main  markets.  The  use  of  CytoSorb  in  the  post-operative
period to treat postoperative SIRS is another application of the technology.

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In 2020, CytoSorb was approved to remove the anti-platelet agent, ticagrelor, during cardiac surgery involving cardiopulmonary
bypass  via  label  expansion  of  its  CE  Mark.  Ticagrelor  (Brilinta®,  Astra  Zeneca)  is  a  widely  used  anti-platelet  agent  used  to  decrease
cardiovascular risk and risk of stroke in patients with a known history of heart disease or heart attack. It is also widely used during dual-
anti  platelet  therapy  in  patients  with  acute  coronary  syndrome  undergoing  percutaneous  coronary  intervention  and  stent  placement.
However, when patients on ticagrelor require emergent or urgent cardiac surgery, up to 65% of patients will have severe or massive peri-
operative bleeding complications that contributes to a high risk of death and major costs to the healthcare system. CytoSorb has already
demonstrated the ability to remove ticagrelor rapidly and efficiently from human blood in vitro. Meanwhile, a retrospective case series
reported by clinicians at Asklepios Klinik St. Georg in Hamburg, Germany on the investigational use of CytoSorb to reverse the effects
of ticagrelor during emergency cardiac surgery demonstrated a greatly reduced risk of bleeding complications and the need for repeat
surgery to explore the source of bleeding, with extrapolations showing projected cost savings of £3,982, or approximately $5,000 USD,
per patient in a U.K. based study.

CytoSorb was also approved for the removal of rivaroxaban, a widely used Factor Xa inhibitor and novel oral anticoagulant,
during cardiothoracic surgery requiring cardiopulmonary bypass via label expansion of its CE Mark. This new category of drugs called
Direct Oral Anticoagulants (DOAC) is now the new standard of care with tens of millions of patients relying on them for chronic, often
lifelong protection. The two leaders in the category are apixaban (Bristol Myers Squibb - Eliquis®) and rivaroxaban (Janssen and Bayer -
Xarelto®).

Projected Timeline: Cardiac surgeons, cardiac perfusionists, and cardiothoracic ICU intensivists in Germany, Austria, and other
countries have now used CytoSorb intra-operatively and post-operatively in more than 50,000 treatments in cardiac surgery patients. This
application is also the focus of number of planned and enrolling company-sponsored and investigator-initiated studies of DrugSorb-ATR
in the United States and CytoSorb in Europe.

In July 2021, we received full FDA approval of an Investigational Device Exemption (IDE) application to conduct a double-
blind,  randomized,  controlled  clinical  study  for  up  to  120  patients  entitled,  “Safe  and  Timely  Antithrombotic  Removal  -  Ticagrelor
(STAR-T),” in the United States to support FDA marketing approval. This was done under the previously announced FDA Breakthrough
Designation granted for the removal of ticagrelor in a cardiopulmonary bypass circuit to reduce the likelihood of serious perioperative
bleeding during urgent cardiac surgery. In October 2021, the first patient was enrolled and the STAR-T study is now actively recruiting at
multiple sites. Pending any COVID-19 related delays we expect that the study will complete enrollment in the next 12 to 18 months.

In October 2021, we also received full FDA approval of an Investigational Device Exemption (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.  This  was  done  under  the  previously
announced  2nd  FDA  Breakthrough  Designation  granted  for  our  DrugSorb-ATR  Antithrombotic  Removal  System.  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 cardiac surgery. First sites have been activated and
we expect the first patient to be enrolled in the first quarter of 2022 with target enrollment completion in 12-18 months after the first
patient enrolled.

For further detailed information regarding our clinical trial strategy, see the section entitled "Clinical Studies" of this Item 1 of

this Report.

APPLICATION : Maintaining or improving the quality of solid organs harvested from donors  for organ transplant

Potential Benefits:

ECOS-300CY:  Solid organ transplant is very costly, and the success of the transplant is heavily dependent upon the health and
quality of the harvested organs.  ECOS-300CY was designed to maintain or improve the quality of these organs prior to transplant in an
ex vivo  perfusion  system,  and  may  have  the  benefit  of  improving  outcomes  in  organ  transplant  and  also  increasing  the  availability  of
organs by rehabilitating organs that would have otherwise been discarded.  

CytoSorb  :    By  preventing  or  reducing  high-levels  of  cytokines  from  accumulating  in  the  bloodstream  of  brain-dead  organ
donors, we believe CytoSorb may be able to mitigate organ dysfunction and failure, which results from severe inflammation following
brain-death. The primary goals for this application are:

·
·

improving the viability of organs which can be harvested from brain-dead organ donors, and
increasing the likelihood of organ survival following transplant.

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Background  and  Rationale:  When  brain  death  occurs,  the  body  responds  by  generating  large  quantities  of  inflammatory
cytokines. This process is similar to the systemic inflammatory response syndrome and sepsis. A high percentage of donated organs are
never transplanted due to this response, which damages healthy organs and prevents transplant. In addition, inflammation in the donor
may damage organs that are harvested and reduce the probability of graft survival following transplant. CytoSorb treatment in a porcine
animal model of brain death demonstrated a reduction in cytokines as well as a preservation of cardiac function compared to untreated
controls.

There  is  a  shortage  of  donated  organs  worldwide,  with  more  than  100,000  people  currently  on  the  waiting  list  for  organ
transplants in the U.S. alone. Because there are an insufficient number of organs donated to satisfy demand, it is vital to maximize the
number of viable organs donated, and optimize the probability of organ survival following transplant.

Projected Timeline: ECOS-300CY:  The ECOS-300CY was approved in the E.U. for the removal of inflammatory mediators
during ex vivo organ perfusion under CE Mark designation in 2020.  CytoSorbents announced a partnership with Aferetica srl to provide
the  ECOS-300CY  cartridge  under  the  exclusive  trade  name,  PerSorb™,  that  is  compatible  with  Aferetica’s  PerLife™  ex  vivo  organ
perfusion  system,  recently  approved  in  the  E.U.  as  well.  In  2021,  commercialization  of  PerSorb™  and  Aferetica's  PerLife™  ex  vivo
organ perfusion system commenced in Italy.

CytoSorb for brain dead organ donors: Studies have been conducted under a $1 million grant from the Health Resources and
Services Administration (“HRSA”), an agency of the U.S. Department of Health and Human Services. Researchers at the University of
Pittsburgh Medical Center and the University of Texas, Houston Medical Center have completed the observational and dosing phases of
the project. The results were published in Critical Care Medicine, January 2008.

The VetResQ Device (Animal Health Critical Care)

APPLICATION: Adjunctive Therapy in the Treatment of Sepsis, Pancreatitis and Other Critical Illnesses in Animals

Potential Benefits and Rationale:  In  January  2017,  the  VetResQ  device  became  commercially  available  for  the  United  States
veterinary market. VetResQ is a broad-spectrum blood purification adsorber based upon similar underlying technology to CytoSorb and
has been configured in 3 sizes (50, 150 and 300mL sized cartridges) to accommodate treatment of small, medium, and large animals such
as  cats,  dogs,  and  high-value  animals  such  as  foals  and  horses.  VetResQ  is  compatible  with  standard  hemodialysis,  continuous  renal
replacement therapy (“CRRT”), and hemoperfusion blood pumps. Like CytoSorb, VetResQ is designed to help treat (via hemoadsorption
of cytokines, bacterial toxins and other inflammatory mediators) deadly inflammation and toxic injury in animals with critical illnesses
such  as  septic  shock,  toxic  shock  syndrome,  toxin-mediated  diseases,  pancreatitis,  trauma,  liver  failure,  drug  intoxication,  and  lung
injury. Critical illness in animals is similar to that in humans. Based upon cumulative studies, VetResQ is capable of reducing a broad
range of excessive inflammatory mediators and toxins that could otherwise cause direct tissue injury or serious systemic inflammation
that can rapidly lead to instability, organ failure, and death. VetResQ is available in the U.S. only for veterinary animal usage and is not
for human use.

Projected Timeline: VetResQ is available for commercial purchase for animal health applications in the United States. The FDA

was notified of the launch in 2016 and we have provided the FDA with the related instructions for use and a marketing brochure.

The CytoSorb-XL Device (Critical Care)

APPLICATION: Adjunctive Therapy in the Treatment of Sepsis and other critical illnesses

Potential Benefits and Rationale: The CytoSorb-XL device is a next-generation porous polymer under advanced development
and  targets  the  same  markets  as  CytoSorb.  Through  novel  patent-pending  chemistry,  CytoSorb-XL  adds  the  ability  to  reduce  Gram
negative  bacterial  endotoxin  (lipopolysaccharide)  to  broad  spectrum  cytokine,  exotoxin,  and  other  inflammatory  mediator  removal.
CytoSorb-XL  removed  comparable  amounts  of  endotoxin  when  compared  in  vitro  against  the  leading  standalone  endotoxin  filter,
Toraymyxin  (Toray,  Japan).  This  could  potentially  increase  the  effectiveness  of  CytoSorb  in  sepsis  and  septic  shock  caused  by  Gram
negative bacteria.

Projected Timeline: CytoSorb-XL is in advanced pre-clinical development as a potential next generation polymer to CytoSorb.

It is expected to follow a similar path to E.U. approval as CytoSorb, expected within 4-5 years.

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The HemoDefend Blood Purification Technology Platform (Acute and Critical Care)

APPLICATION:  Reduction  of  contaminants  in  the  blood  supply  that  can  cause  transfusion  reactions  or  disease  when  administering
blood and blood products to patients.

Potential Benefits:  The  HemoDefend  RBC  blood  purification  technology  platform  is  designed  to  reduce  contaminants  in  the
blood supply that can cause transfusion reactions or disease. It is a development stage technology that is not yet approved in any markets,
but is comprised of our highly advanced, biocompatible, polymer bead technology. If this technology is successfully developed and then
incorporated into a regulatory approved product, it could have a number of important benefits, including:

·
·
·
·

reduce the risk of transfusion reactions and improve patient outcome;
improve the quality, or extend the shelf life of stored blood products;
improve the availability of blood and reduce blood shortages by reducing the limitations of donors to donate blood; and
allow easier processing of blood.

Background  and  Rationale:  The  HemoDefend  technology  platform  was  built  upon  our  successes  in  designing  and
manufacturing porous polymer beads that can remove cytokines. We have expanded the technology to be able to remove substances as
small  as  drugs  and  bioactive  lipids,  to  proteins  as  large  as  antibodies  from  blood  that  can  cause  transfusion  reactions  and  disease.
Although  the  frequency  of  these  reactions  are  relatively  low  (approximately  3%  to  5%),  the  sheer  number  of  blood  transfusions  is  so
large,  that  the  number  of  transfusion  reactions,  ranging  from  mild  to  life-threatening,  is  substantial,  ranging  from  several  hundreds  of
thousands to millions of reactions each year. In critically-ill patients, the risk of transfusion reactions is significantly higher than in the
general population and can increase the risk of death because their underlying illnesses have depleted protective mechanisms and have
primed their bodies to respond more vigorously to transfusion-associated insults.

A number of retrospective studies have also suggested that administration of older blood leads to increased adverse events and
even increased mortality, compared with blood recently harvested. Biological studies have demonstrated the accumulation of erythrocyte
storage  lesions  that  compromise  the  function  and  structural  integrity  of  packed  red  blood  cells  and  have  also  demonstrated  the
accumulation of substances during blood storage that can lead to transfusion reactions. Three adult, prospective, randomized, controlled
studies  were  designed  to  evaluate  the  morbidity  and  mortality  in  cardiovascular  surgery  patients  (RECESS)  and  critically  ill  patients
(ABLE and TRANSFUSE), treated with either “new or fresh” or “older” blood. The RECESS Trial was a randomized, controlled trial in
a  total  of  1,098  evaluable  patients  undergoing  complex  cardiac  surgery  given  fresh  blood  (≤10  days  old)  as  compared  to  older  blood
(≥21  days  old).  The  overall  conclusion  was  that  the  age  of  blood  had  no  statistically  significant  impact  on  the  progression  to  organ
dysfunction  (as  measured  by  the  multiple  organ  dysfunction  syndrome  score)  or  death.  However,  a  statistically  significant  increase  in
hepatobiliary-related  serious  adverse  events  (5%  fresh  vs  9%  older,  p=0.02)  was  related  to  hyperbilirubinemia,  possibly  caused  by
hemolysis  and  release  of  free  hemoglobin  in  old  blood.  The  serious  adverse  event  rate  in  both  new  and  old  blood  groups  was
approximately  50%,  which  is  considered  high  for  this  group  of  patients.  There  are  many  details  and  subgroup  analyses  that  were  not
discussed,  particularly  an  analysis  of  those  patients  receiving  more  units  of  blood  than  average,  as  the  risk  of  adverse  events  is
cumulative. The ABLE Trial was a randomized, controlled trial in 2,430 critically-ill patients receiving either fresh (≤ 7 days) or standard
issue  blood.  There  was  no  difference  in  90-day  mortality  between  the  two  groups.  The  TRANSFUSE  Trial  was  a  large  scale  RCT  in
Australia evaluating the impact of age of leukodepleted pRBCs (short-term storage: 11.8 days mean, N=2,457, mean 4.1 units transfused;
long-term storage: 22.4 days mean, N=2,462) on 90-day mortality in critically-ill patients. There was no significant difference in 90-day
mortality  (24.8%  mortality  short-term  storage  vs  24.1%  long-term  storage)  though  there  were  statistically  more  febrile  non-hemolytic
transfusion reactions (n=123; 5% short-term storage vs n=88; 3.6% long-term storage). Also, patients who had short-term storage blood
with APACHE III > 21.5% (median risk), demonstrated higher mortality (37.7% vs 34% long-term storage, p=0.05). The outcomes of
these trials do not alter the current pressing need for better solutions to purify transfused blood products , particularly in patients who
receive massive transfusions defined as more than 10 pRBC units in 24 hours, those patients who receive blood chronically, and pediatric
patients,  in  order  to  reduce  transfusion-related  adverse  events  and  improve  clinical  outcome,  but  suggest  that  age  of  blood  is  not  the
critical factor.

Projected Timeline: The HemoDefend platform is a development stage product based on our advanced polymer technology. The
base polymer is ISO 10993 biocompatible, meeting standards for biocompatibility, hemocompatibility, cytotoxicity, genotoxicity, acute
sensitivity and complement activation. HemoDefend has demonstrated the in vitro removal of many different substances from blood such
as antibodies, free hemoglobin, cytokines and bioactive lipids. We have also prototyped a number of different implementations of the
HemoDefend  technology,  including  the  “Beads  in  a  Bag”  blood  treatment  blood  storage  bag,  and  standard  in-line  blood  filters.  The
technology has been supported by the NHLBI, a division of the National Institute of Health, under a Phase I SBIR, an awarded $1.5M
Phase II SBIR contract (funded by NHLBI and U.S. Special Operations Command (USSOCOM)), and more recently

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under  a  $3M  multi-year  Phase  IIB  bridge  contract  funded  by  NHLBI.  Barring  additional  delays  due  to  the  COVID-19  pandemic,
including nationwide blood shortages, we expect to advance the in-line filter to human testing in 2022.

APPLICATION: Removal of anti-A and anti-B blood group antibodies from fresh whole blood and plasma

Potential  Benefits:  The  HemoDefend-BGA  blood  purification  technology  platform  is  designed  to  reduce  anti-A  and  anti-B
antibodies in plasma and whole blood. The goal is to either enable the production of universal plasma or enable fresh warm whole blood
transfusions.  If  this  technology  is  successfully  developed  and  then  incorporated  into  a  regulatory  approved  product,  it  could  have  a
number of important benefits, including:

·
·
·
·

reduce the risk of transfusion reactions and improve patient outcome;
eliminate the need to blood-type plasma, improving its availability
enable the use of low titer whole blood, ideal for trauma resuscitation; and
easier processing of blood products.

Background and Rationale: Plasma is the straw-colored, cell-free portion of whole blood. It contains a wide range of important
substances  such  as  electrolytes,  hormones,  proteins  such  as  albumin,  clotting  factors,  and  antibodies.  The  transfusion  of  plasma,  or
plasma-derived products, is used widely to help save the lives of trauma and bleeding victims, septic and other critically-ill patients, and
patients  with  life-threatening  blood  coagulation  and  autoimmune  disorders.  Approximately  4.0  million  units  of  plasma  are  transfused
annually  in  the  United  States  alone.  With  the  exception  of  the  relatively  uncommon  Type  AB,  or  “universal”  plasma,  most  plasma
contains blood-type specific antibodies and must be cross-matched with the intended recipient ahead of time or risk serious transfusion
reactions.  By  reducing  these  blood-type  specific  antibodies,  the  goal  is  to  create  a  cost-effective,  reliable,  and  expanded  source  of
“universal”  plasma  that  can  be  administered  immediately,  without  blood-typing,  in  a  wide  range  of  emergent  and  non-emergent
situations.

Projected Timeline: The HemoDefend-BGA platform is a development stage product based on our advanced blood purification
technology. Prototype filtration devices have been evaluated by a government agency, resulting in excellent depletion of both anti-A and
anti-B antibodies. Work is continuing to advance these prototypes to clinical study-ready devices. This work has received cumulatively
approximately $9.6 million in Phase I and II Small Business Technology Transfer (STTR) funding by the U.S. Army Medical Research
Acquisition Activity (USAMRAA), U.S. Army Medical Research and Materiel Command (USAMRMC), Defense Health Agency, and
CDMRP.

K+ontrol (Acute and Critical Care)

APPLICATION:  Treatment  of  severe  hyperkalemia  that  can  occur  in  patients  with  life-threatening  conditions  such  as  trauma,  burn
injury, kidney failure, tumor lysis syndrome, and those with no access to dialysis

Potential Benefits: K+ontrol was developed to rapidly treat severe hyperkalemia by reducing potassium in the blood. Although
hemodialysis remains the definitive treatment for severe hyperkalemia, K+ontrol represents a simpler, and more flexible alternative. The
primary goals for this application are to:

·
·
·

Enable the rapid treatment of deadly hyperkalemia without the need for hemodialysis
Prevent potentially fatal cardiac arrhythmias following severe injury
Improve survival in victims in remote areas and during prolonged field care in combat

Background and Rationale: Potassium is an important electrolyte in the body that is present inside cells at high concentrations,
with the amount in blood tightly regulated. Following injury to cells by, for example, trauma, burn injury, ischemia, or cytotoxic drugs,
such cells will continuously leak high levels of potassium into the blood, resulting in hyperkalemia. The kidneys normally excrete excess
potassium from the blood, but when compromised, as in critically-ill patients suffering from kidney failure or in chronic dialysis patients
with end-stage kidney disease, the levels of blood potassium can rapidly rise unabated. When the potassium level in the blood exceeds a
concentration of 6.0 mmol/L (normal 3.6 - 5.2 mmol/L), the risk of heart arrhythmias and sudden cardiac death increases significantly.
Orally administered potassium sorbents such as Kayexalate® (Sanofi-Aventis) and Veltassa® (Relypsa) are only recommended for the
non-emergent lowering of mild to moderate hyperkalemia, while the use of insulin and glucose to drive potassium into cells in severe
hyperkalemia is only a temporary strategy. Dialysis has been the definitive treatment of severe hyperkalemia, but requires a large dialysis
machine, electricity, bags of dialysate, a skilled technician, and prolonged treatment times that are not practical in certain situations such
as in remote locations, during prolonged field care in combat, in areas that lack modern medical facilities, or in situations where the

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numbers of victims outstrip available dialysis equipment and supplies. Because of this, there is a major need for simple, but effective
ways to rapidly treat severe hyperkalemia.

Hyperkalemia is a common problem and has been reported to occur in 1.7-5.2% of hospitalized patients in a number of studies.
It has also been recognized as a serious complication of combat injury since World War II, when hyperkalemia and acute kidney injury
was  associated  with  a  mortality  rate  of  90%,  and  was  a  leading  cause  of  post-traumatic  death  in  the  Korean  War,  until  the  advent  of
dialysis therapy. In the wars in Iraq and Afghanistan, an estimated 5.8% of all combat casualties developed hyperkalemia within 48 hours
of  injury.  Even  in  non-crush  traumatic  injury,  severe  hyperkalemia  (>6  mmol/L)  occurred  in  approximately  20%  of  patients.
Hyperkalemia  was  also  observed  in  approximately  16%  of  victims  of  natural  disasters  such  as  earthquakes,  where  crush  injury  is
common.

Projected Timeline: K+ontrol has demonstrated the ability to reduce potassium in several animal models of hyperkalemia and is
currently  being  optimized  with  funding  support  from  the  U.S.  Army  and  Defense  Health  Agency  under  a  Phase  I  and  Phase  II  SBIR
contract for a total of $1.15 million and a $3 million Rapid Innovation Fund (RIF) award from the U.S. Air Force Materiel Command.
 We are currently discussing the potential clinical development plan of K+ontrol with the FDA.  

ContrastSorb (Radiology and Interventional Radiology)

APPLICATION: Removal of IV contrast in blood administered during CT imaging, an angiogram, or during a vascular interventional
radiology procedure, in order to reduce the risk of contrast-induced nephropathy.

Potential Benefits: IV contrast can lead to CIN, in susceptible patients. Risk factors include chronic kidney disease and renal
insufficiency caused by age, diabetes, congestive heart failure, long-standing hypertension, and others co-morbid illnesses. CIN can lead
to increased risk of patient morbidity and mortality. Removal of IV contrast by ContrastSorb may:

·
·

reduce the risk of acute kidney injury
improve the safety of these procedures and reduce the risk of morbidity and mortality

Background and Rationale: Contrast-induced nephropathy is the acute loss of renal function within the first 48 hours following
IV contrast administration. IV contrast is widely administered to patients undergoing CT scans, to enhance the images and make it easier
to identify anatomic structures. IV contrast is also administered during vascular interventional radiology procedures and angiography of
blood vessels in the brain, heart, limbs, and other parts of the body to diagnose and treat atherosclerosis (narrowing of blood vessels due
to  cholesterol  deposits),  vascular  injury,  aneurysms,  etc.  The  reported  risk  of  CIN  undergoing  contrast  enhanced  CT  scans  has  been
reported to be 2% to 13%. For coronary intervention, the risk has been estimated to be as high as 20% to 30% in high risk patients with
pre-existing renal insufficiency, and other risk factors. The use of low osmolar IV contrast, hydration of patients pre-procedure, orally
administration of N-acetylcysteine, and other agents to prevent CIN have demonstrated modest benefit in some clinical studies, but in
many cases, the results across studies have been equivocal and inconsistent. In high risk patients, the direct removal of IV contrast from
the blood with ContrastSorb to prevent CIN represents a potentially more effective alternative.

Projected Timeline: ContrastSorb has demonstrated the high efficiency single pass removal of IV contrast and is in the process
of  optimization.  The  underlying  polymer  is  made  of  the  same  ISO  10993  biocompatible  polymer  as  CytoSorb,  but  with  different
structural  characteristics.  The  ContrastSorb  device  is  a  hemoperfusion  device  similar  in  construction  to  CytoSorb  and  BetaSorb.
Assuming successful optimization of the ContrastSorb polymer, safety and efficacy of IV contrast removal will need to be established in
human clinical studies. We seek to out-license this technology to a potential strategic partner.

The BetaSorb Device (Chronic Care)

APPLICATION:  Prevention  and  treatment  of  health  complications  caused  by  the  accumulation  of  metabolic  toxins  in  patients  with
chronic renal failure

Potential Benefits: If BetaSorb is able to prevent or reduce high levels of metabolic waste products from accumulating in the
blood  and  tissues  of  long-term  dialysis  patients,  we  anticipate  that  certain  health  complications  characteristic  to  these  patients  can  be
prevented or mitigated. The primary goals for this application are to:

·
·
·

improve and maintain the general health of dialysis patients;
reduce disability and improve the quality of life of these patients
reduce the total cost of patient care; and

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·

increase life expectancy.

Background and Rationale: Our BetaSorb device is intended for use on patients suffering from chronic kidney failure who rely
on  long-term  dialysis  therapy  to  sustain  life.  Due  to  the  widely  recognized  inability  of  dialysis  to  remove  larger  proteins  from  blood,
metabolic waste products, such as beta2-microglobulin, accumulate to toxic levels and are deposited in the joints and tissues of patients.
Specific toxins known to accumulate in these patients have been linked to their severe health complications, increased healthcare costs,
and reduced quality of life.

Researchers also believe that the accumulation of toxins may play an important role in the significantly reduced life expectancy
experienced  by  dialysis  patients.  In  the  U.S.,  the  average  life  expectancy  of  a  dialysis  patient  is  five  years.  Industry  research  has
identified links between many of these toxins and poor patient outcomes. If our BetaSorb device is able to routinely remove these toxins
during dialysis and prevent or reduce their accumulation, we expect our BetaSorb device could maintain or improve patient health in the
long-term. We believe that by reducing the incidence of health complications, the annual cost of patient care would be reduced and life
expectancy increased.

The  poor  health  experienced  by  beta2-microglobulin  patients  is  illustrated  by  the  fact  that  in  the  U.S.  alone,  more  than  $33
billion is spent annually caring for this patient population according to the United States Renal Data System, at a cost of approximately
$88,000 per patient annually.

Projected Timeline: We have collected a significant amount of empirical data for the development of this application. As the
developer of this technology, we had to undertake extensive research, as no comparable technology was available for reference purposes.
We  have  completed  four  human  pilot  studies,  including  a  clinical  pilot  of  six  patients  in  California  for  up  to  24  weeks  in  which  our
BetaSorb device removed the targeted toxin, beta2-microglobulin, as expected. In total, we have sponsored clinical studies utilizing our
BetaSorb device on 20 patients involving approximately 345 total treatments. Each study was conducted by a clinic or hospital personnel
with us providing technical assistance as requested.

As  discussed  above,  due  to  practical  and  economic  considerations,  we  are  focusing  our  efforts  and  resources  on
commercializing  our  CytoSorb  device  for  critical  care  and  cardiac  surgery  applications.  Following  commercial  introduction  of  the
CytoSorb  device,  and  with  sufficient  additional  resources,  we  may  continue  development  of  the  BetaSorb  resin  and  may  conduct
additional clinical studies using the BetaSorb device in the treatment of end stage renal disease patients.

Commercial and Research Partners

Biocon Biologics Limited

In  September  2013,  we  entered  into  a  distribution  agreement  with  Biocon  Biologics  Limited,  (“Biocon”),  India’s  largest
biopharmaceuticals company, under which Biocon was granted exclusive commercialization rights to the CytoSorb therapy in India and
select emerging markets, initially focused on sepsis. Biocon committed to annual minimum purchases to maintain exclusivity. In October
2014, the Biocon partnership was expanded to include all critical care applications and cardiac surgery. In addition, Biocon committed to
higher annual minimum purchases of CytoSorb to maintain distribution exclusivity and committed to conduct and publish results from
multiple investigator-initiated studies and patient case studies. Under the terms of the expanded partnership, the term of the distribution
agreement was extended to December 2022. On May 27, 2020, Biocon announced that CytoSorb has received approval from the Drugs
Controller General of India to treat COVID-19 patients in certain instances.

Fresenius Medical Care AG

In  December  2014,  we  entered  into  a  multi-country  strategic  partnership  with  Fresenius  Medical  Care  AG  &  Co  KGaA
(together with its affiliates, as appropriate, “Fresenius”) to commercialize the CytoSorb therapy. Under the agreement reflecting the terms
of the partnership, Fresenius was granted exclusive rights to distribute CytoSorb for critical care applications in France, Poland, Sweden,
Denmark, Norway, and Finland. The partnership allows Fresenius to offer an innovative and easy way to use blood purification therapy
for removing cytokines in patients that are treated in the ICU. To promote the success of CytoSorb, Fresenius agreed to also engage in
the ongoing clinical development of the product. This includes the support and publication of a number of small case series and patient
case  reports  as  well  as  the  potential  for  future  larger,  clinical  collaborations.  In  May  2016,  Fresenius  launched  the  product  in  the  six
countries for which it was granted exclusive distribution rights. In January 2017, the Fresenius partnership was expanded pursuant to a
revised  three-year  agreement.  The  terms  of  the  revised  agreement  extended  Fresenius’  exclusive  distributorship  of  CytoSorb  for  all
critical  care  applications  in  their  existing  territories  through  2019  and  include  guaranteed  minimum  quarterly  orders  and  payments,
evaluable every one and a half years.

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At  the  same  time,  we  entered  into  a  comprehensive  co-marketing  agreement  with  Fresenius.  Under  the  terms  of  the  co-
marketing  agreement,  CytoSorbents  and  Fresenius  agreed  to  jointly  market  CytoSorb  to  Fresenius’  critical  care  customer  base  in  all
countries  where  CytoSorb  is  being  actively  commercialized.  CytoSorb  continues  to  be  sold  by  our  direct  sales  force  or  through  our
international  network  of  distributors  and  partners,  while  Fresenius  sells  all  ancillary  products  to  their  customers.  Fresenius  further
provides written endorsements of CytoSorb for use with their multiFiltrate and multiFiltratePRO acute care dialysis machines that can be
used by us and our distribution partners to promote CytoSorb worldwide. Training and preparation for this co-marketing program began
in five initial countries in 2017 and is continuing, with implementation of the co-marketing program in additional countries planned for
the future.

In December 2018, the Fresenius agreement signed in December 2014 was amended, to grant Fresenius exclusive distribution
rights for the Czech Republic and Finland and all critical care medicine and ICU applications on dialysis or ECMO machines for France.
In  addition,  in  2019,  Poland,  Sweden,  Denmark,  and  Norway  were  transitioned  into  the  co-marketing  program,  while  guaranteed
minimum quarterly purchases and payments requirements were removed.  In January 2022, we converted the agreement with Fresenius
in France, Finland, and the Czech Republic to be non-exclusive.

In addition, also in December 2018, we entered into agreements to expand the partnership with Fresenius into South Korea and
Mexico.  Under  the  terms  of  these  agreements,  Fresenius  has  exclusive  rights  to  distribute  CytoSorb  for  acute  care  and  other  hospital
applications  in  South  Korea  and  Mexico.  Commercial  sales  of  CytoSorb  are  underway  in  both  countries  after  securing  market
registration  clearance  from  the  South  Korean  and  Mexican  health  authorities  in  2021  and  2020,  respectively.  These  multi-year
agreements include an initial stocking order and are subject to annual minimum purchases of CytoSorb to maintain exclusivity.  These
agreements, which commenced on January 1, 2019, have an initial term of three years and will automatically renew for an additional two
years unless terminated by either party.

In 2020, we entered into agreements to expand the partnership with Fresenius into Columbia and Equador.

Aferetica s.r.l.

In 2015, we entered into a distribution agreement with Aferetica s.r.l., a distributor based in Bologna, Italy that specializes in the
sale of certain medical products and devices, specifically extracorporeal therapies, in the critical care, cardiac surgery and liver disease
markets (“Aferetica”). Under the terms of the agreement, we granted Aferetica the exclusive right to distribute CytoSorb in Italy, San
Marino and the Vatican for application in CRRT (Continuous Renal Replacement Therapies), dialysis and hemoperfusion machine run
treatments,  as  described  in  the  agreement.  In  connection  with  the  grant  of  distribution  rights,  Aferetica  agreed  to  certain  minimum
purchase  and  inventory  requirements.  Aferetica  further  agreed  not  to  market  or  sell  products  competitive  with  CytoSorb  in  Italy,  San
Marino and the Vatican. The agreement was renewed through 2023.

In addition, in September 2017, we announced a partnership with Aferetica to provide dedicated, branded sorbent cartridges for
use with Aferetica’s proprietary PerLife™ ex-vivo organ perfusion system, with the goal of rehabilitating or preserving the function solid
organs destined for eventual transplant.  In July 2018, Aferetica and CytoSorbents debuted the PerLife™ system for organ preservation at
the 27th International Congress of the Transplantation Society.  In the fourth quarter of 2020, Aferetica announced CE Mark registration
of the PerLife system. At the same time, CytoSorbents announced CE Mark approval of the ECOS-300CY cartridge for the removal of
inflammatory mediators during ex vivo perfusion, which has been designated, PerSorb™, a trade name exclusive to the PerLife system.
In  August  2021,  we  announced  that  commercialization  of  PerSorb(TM)  and  Aferetica's  PerLife(TM)  ex  vivo  organ  perfusion  system
commenced in Italy.

Terumo Cardiovascular Group

In  September  2016,  we  entered  into  a  multi-country  strategic  partnership  with  Terumo  Cardiovascular  Group  (“Terumo”)  to
commercialize CytoSorb for cardiac surgery applications. Under the terms of the agreement, Terumo has exclusive rights to distribute the
CytoSorb CPB procedure pack for intra-operative use during cardiac surgery in France, Sweden, Denmark, Norway, Finland and Iceland.
Terumo  launched  CytoSorb  in  its  six  exclusive  countries  in  December  2016.  In  2021,  the  agreement  was  revised  to  a  non-exclusive
collaboration agreement in Sweden, Denmark, Norway and Iceland. This agreement allows the Company to sell directly to customers in
these countries for the cardiac surgery application. supported by marketing and promotional activities with Terumo. Financial terms of
this agreement have not been disclosed. This agreement expires on March 31, 2022.

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In  August  2020,  we  announced  an  initial  collaboration  with  Terumo  to  exclusively  sell  CytoSorb  to  hospitals  in  ten  U.S.
COVID-19  hotspot  states  including  Alabama,  Arizona,  California,  Georgia,  Louisiana,  Mississippi,  New  Mexico,  Oregon,  Texas,  and
Washington. CytoSorb previously received Emergency Use Authorization (EUA) by the U.S. Food and Drug Administration (FDA) for
use in adult, critically ill COVID-19 patients with imminent or confirmed respiratory failure.

B. Braun Avitum AG

In March 2021, we announced announce the launch of a global co-marketing agreement with B. Braun Avitum AG, one of the
world's leading manufacturers of medical devices and pharmaceutical products and services, to promote the use of CytoSorb®  with  B.
Braun’s  latest  OMNI®  continuous  blood  purification  platform  and  OMNIset®  Plus  bloodline  set  (set  version  3.0  or  higher).  The
CytoSorb®  adsorber  is  used  in  critical  care  for  the  extracorporeal  removal  of  cytokines  and  inflammatory  mediators  from  the
bloodstream and can be operated with the B. Braun OMNI® acute dialysis machine. B. Braun will supply the market with the OMNI®
and OMNIset® Plus while CytoSorbents and its network of direct sales, strategic partners, and distributors will continue to supply the
market with CytoSorb®. CytoSorb® is CE Mark certified and distributed in 67 countries worldwide. This global co-marketing agreement
applies to the countries where both products are registered (US market is specifically excluded). Financial terms of this agreement have
not been disclosed.

University of Pittsburgh Medical Center

Two government research grants by the National Institutes of Health (“NIH”) and the U.S. Department of Health and Human
Services were awarded to investigators at the University of Pittsburgh to explore the use of adsorbent polymers in the treatment of sepsis
and organ transplant preservation. Under “Sub Award Agreements” with the University of Pittsburgh, we developed polymers for use in
these studies.

A grant of $1 million was awarded to the University of Pittsburgh Medical Center in 2003. The project sought to improve the
quantity and viability of organs donated for transplant by using CytoSorb to detoxify the donor’s blood. The observational and dosing
phases of the study, involving 30 viable donors and eight non-viable donors, respectively, have been completed. The next phase of this
study,  the  treatment  phase,  was  planned  to  involve  viable  donors.  However,  we  are  not  currently  focusing  our  efforts  on  the
commercialization of CytoSorb for application in organ donors.

In September 2005, the University of Pittsburgh Medical Center was awarded a grant of approximately $7 million from NIH
entitled “Systems Engineering of a Pheresis Intervention for Sepsis (SEPsIS)” to study the use of adsorbent polymer technology in the
treatment  of  severe  sepsis.  The  study,  which  lasted  for  a  total  of  five  years,  commenced  in  September  2005.  Under  a  SubAward
Agreement, we worked with researchers at the University of Pittsburgh - Critical Care Medicine Department. We believe that the only
polymers used in this study were polymers we have developed specifically for use in the study, which are similar to the polymers used in
our  devices.  Under  the  SubAward  Agreement,  for  our  efforts  in  support  of  the  grant  during  2006  through  2010,  we  received
approximately $402,000.

Dr. John Kellum, a member of the UPMC faculty since 1994, was the Chairman of our Sepsis Advisory Board.  On March 1,
2021, Dr. Kellum became the Chief Medical Officer for Toronto, Canada-based Spectral Medical, Inc.  Concurrent with his appointment
at Spectral, Dr. Kellum formally resigned from our Advisory Board.

Advisory Boards

From  time  to  time  our  management  meets  with  scientific  advisors  to  obtain  expert  opinions  on  basic  science,  critical  care
medicine and cardiac surgery.We compensate all our SAB members according to fair market value and reimburse them for their travel
expenses when attending meetings in person.

Royalty Agreement

In August 2003, in order to induce Guillermina Vega Montiel, a principal member of RenalTech International, LLC at the time,
to make a $4 million investment in RenalTech International, LLC, Ms. Montiel was granted a perpetual royalty (the “Royalty”) equal to
three percent of all gross revenues received by us from sales of CytoSorb in the applications of sepsis, cardiopulmonary bypass surgery,
organ donor, chemotherapy and inflammation control. In addition, for her investment, Ms. Montiel received 1,230,770 membership units
of RenalTech International, LLC. Such membership units ultimately were converted into and became 7,420 shares of our common stock
following our June 30, 2006 merger. In February 2017, all rights, title and interest to the Royalty was assigned to The Robert Shipley
Living Trust. For the year ended December 31, 2021 we have recorded royalty costs of approximately $1,193,000.

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License Agreement

In 2003, Purolite filed a lawsuit against us asserting, among other things, co-ownership and co-inventorship of certain of our
patents. On September 1, 2006, the United States District Court for the Eastern District of Pennsylvania approved a Stipulated Order and
Settlement Agreement under which we and Purolite agreed to the settlement of the action. The Settlement Agreement provides us with
the exclusive right to use our patented technology and proprietary know how relating to adsorbent polymers for a period of 18 years. In
particular, the Settlement Agreement relates to several of our issued patents and several of our pending patent applications covering our
biocompatible polymeric resins, our methods of producing these polymers, and the methods of using the polymers to remove impurities
from physiological fluids, such as blood.

Under the terms of the Settlement Agreement, we have agreed to pay Purolite royalties of 2.5% to 5% on the sale of those of our
products,  if  and  when  those  products  are  sold  commercially,  that  are  used  in  direct  contact  with  blood  or,  in  certain  cases,  in  direct
contact with a physiological fluid other than blood. The royalty payments provided for under the Settlement Agreement would apply to
our currently envisioned CytoSorb, VetResQ, and BetaSorb products. For the year ended December 31, 2021 per the terms of the license
agreement we have recorded royalty costs of approximately $1,988,000.

Following  the  expiration  of  the  18-year  term  of  the  Settlement  Agreement,  the  patents  and  patent  applications  that  are  the
subject of the Settlement Agreement should have expired under current patent laws, and the technology claimed in them will be available
to  the  public.  However,  we  have  additional  issued  patents  separate  from  those  in  this  Settlement  Agreement,  and  patents  pending
worldwide  that  may  extend  patent  protection  of  our  core  technology.  We  will  also  continue  to  exclusively  own  any  confidential  and
proprietary know how.

Product Payment & Reimbursement

CytoSorb

Germany

Effective January 1, 2017, we achieved a dedicated reimbursement code in Germany that provides for specific and enhanced
reimbursement  for  our  CytoSorb  device.  We  believe  in  most  cases  that  this  dedicated  reimbursement  code  provides  our  customers  in
Germany with reimbursement that not only covers the cost of the device, but the procedural costs as well. Reimbursement can also be
covered  by  the  standard  “diagnosis  related  group”  (“DRG”)  acute  care  reimbursement.  Under  this  system,  hospitals  would  purchase
CytoSorb  and  subtract  the  cost  from  a  pre-determined  lump-sum  payment  made  by  the  payor  to  the  hospital  based  on  the  patient’s
diagnosis.

Switzerland

In  2019,  CytoSorb  was  assigned  a  procedure  code  from  the  Swiss  Federal  Statistical  Office,  a  division  of  the  Federal
Department  of  Home  Affairs  in  Switzerland  under  the  category  “Adsorption  of  Cytokines  and  Interleukin”.  During  2020,  this  code
category  was  replaced  by  a  new  category  entitled  “Extracorporeal  Adsorption  of  Specific  Substances”.  Use  of  this  code  gives  Swiss
hospitals the ability to collect cost data related to CytoSorb treatments. In 2021, SwissDRG performed the first cost analysis of CytoSorb.
This  analysis  showed  that  there  were  no  additional  treatment  costs  associated  with  use  of  CytoSorb  against  the  relevant  DRGs,
suggesting CytoSorb may be cost neutral or even cost-saving across all indications. The Company is working with these Swiss hospitals
to publish the analysis.

Europe (excluding Germany and Switzerland)

Payment  for  our  CytoSorb  device  in  patients  with  life-threatening  illnesses  is  country  dependent  in  Europe.  Most  European
markets  issue  reimbursement  for  standard  therapies  only,  i.e.  those  recommended  in  relevant  treatment  guidelines.  The  Company  is
currently  conducting  randomized  controlled  trials  (RCTs)  to  achieve  this  in  all  major  indications.  In  the  meantime,  we  are  leveraging
health economics, local data generation and KOL management in all major territories, with our partners and local sales teams, such as
France, England, Italy, Spain, Russia, Belgium, Netherlands, Luxembourg, Poland, Sweden, Norway, Denmark and Finland.  

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In the United Kingdom, market access and reimbursement of drugs, medical devices and diagnostics is heavily dependent on the
guidance published by the National Institute for Health and Care Excellence (NICE). In 2021, NICE published its report on CytoSorb for
the removal of ticagrelor in urgent and emergent cardiac surgery patients in a MedTech Innovation Briefing (MIB) called “CytoSorb for
reducing risk of bleeding during cardiac surgery". The MIB highlights the safety and efficacy of CytoSorb in this indication, as well its
innovative nature and the substantial cost savings CytoSorb generates and has aided adoption in the UK.

Other Markets

CytoSorb is currently marketed and distributed in more than 70 countries around the world. It is generally paid for through the
standard DRG (diagnosis related group) payment, dedicated reimbursement codes, tender orders, private insurance, and/or self-pay. We
are  actively  pursuing  generation  of  new  procedure  codes  in  many  countries  we  are  currently  serving.  Across  all  countries,  we  are
mitigating financial barriers though use of health economics, local data generation and targeted KOL management.

United States

Critical  care  applications  such  as  those  targeted  by  our  CytoSorb  device  involve  a  high  mortality  rate  and  extended
hospitalization, coupled with extremely expensive ICU time. In view of these high costs and high mortality rates, we believe acceptance
of  our  proprietary  technology  by  critical  care  practitioners  and  hospital  administrators  will  primarily  depend  on  safety  and  efficacy
factors rather than solely based on cost.

CytoSorb is not yet approved in the U.S. but has received FDA Emergency Use Authorization in April 2020 for use in adult
critically  ill  COVID-19  patients  with  imminent  or  confirmed  respiratory  failure.    There  is  currently  no  specific  reimbursement  for
CytoSorb  in  the  U.S.  Payment  for  our  CytoSorb  device  in  the  U.S.  for  this  application  falls  under  the  DRG  prospective  repayment
system, which is currently the predominant inpatient hospital reimbursement methodology in the U.S., that was increased for COVID-19
applications  as  part  of  the  CARES  Act.  Under  this  system,  hospital  reimbursement  is  generally  based  upon  pre-determined  amounts
payable  for  specific  diagnoses  (e.g.  septic  shock  with  respiratory  failure),  regardless  of  the  number  of  services  provided  during  the
patient’s stay. If CytoSorb can improve outcomes and reduce the costs of ICU treatment and hospital length of stay, it could potentially
save hospitals a significant amount of money.

In January 2021, the Centers for the Centers for Medicare & Medicaid Services (CMS) announced the Medicare Coverage of
Innovative Technology pathway that will provide national Medicare coverage as early as the same day as FDA market authorization for
Breakthrough  Designated  medical  devices,  where  coverage  would  last  4  years.  Although  this  program  was  rescinded  by  CMS  in
November  2021,  a  legislative  version  of  the  program  is  currently  contained  within  the  CARES  2.0  bill,  though  not  yet  approved.    If
passed, this program may be applicable to DrugSorb-ATR, if it can achieve U.S. approval for the removal of ticagrelor and Direct Oral
Anticoagulants (DOACs) apixaban and rivaroxaban during emergent or urgent cardiothoracic surgery. These applications were granted
FDA Breakthrough Designation in April 2020 and August 2021, respectively.

Competition

General

Our core adsorbent porous polymer bead technology is used in our marketed products, such as the CytoSorb, ECOS-300CY, and
VetResQ  cartridges,  and  other  products  under  advanced  development,  such  as  CytoSorb  XL  and  DrugSorb-ATR.    We  believe  these
products  represent  a  unique  approach  to  disease  states  and  health  complications  associated  with  the  presence  of  larger  toxins  (often
referred to as middle molecular weight toxins) and poorly dialyzable drugs in the bloodstream, including sepsis, acute respiratory distress
syndrome,  trauma,  severe  burn  injury,  pancreatitis,  post-operative  complications  of  cardiac  surgery,  damage  to  organs  donated  for
transplant  prior  to  organ  harvest,  renal  disease  and  drug  intoxication.  For  example,  researchers  have  explored  the  potential  of  using
standard membrane-based dialysis technology to treat patients suffering from sepsis. These techniques are unable to effectively remove
the  middle  molecular  weight  toxins.  We  have  demonstrated  the  ability  of  CytoSorb  to  reduce  key  cytokines  in  the  blood  of  human
patients  with  predominantly  septic  shock  and  acute  respiratory  distress  syndrome.  In  a  post-hoc  subgroup  analysis  of  our  European
Sepsis  Trial,  we  have  also  demonstrated  statistically  significant  improvements  in  mortality  in  patients  at  high  risk  of  death,  including
patients with either very high cytokine levels or patients older than age 65, both of which have a high predicted mortality. Larger studies
are needed to confirm these preliminary data.

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 There are three common forms of blood purification, including hemodialysis, hemofiltration, and hemoperfusion. All modes
are generally supported by standard hemodialysis machines. All take blood out of the body to remove toxins and unwanted substances
from blood, and utilize extracorporeal circuits and blood pumps. Dialysis and hemofiltration remove substances from blood by diffusion
and  ultrafiltration,  respectively,  through  a  semi-permeable  membrane,  allowing  the  passage  of  certain  sized  molecules  across  the
membrane, but preventing the passage of other, larger molecules. Hemoperfusion utilizes solid or porous sorbents to remove substances
based on pore capture and surface adsorption, not filtration.

 CytoSorb  is  a  hemoperfusion  cartridge,  using  an  adsorbent  of  specified  pore  size,  which  controls  the  size  of  the  molecules
which  can  pass  into  the  adsorbent  and  vastly  increases  the  area  available  for  surface  adsorption.  As  blood  flows  over  our  polymer
adsorbent, middle molecules such as cytokines flow into the polymer adsorbent and are adsorbed. Our devices do not use semipermeable
membranes or dialysate. In addition, our devices do not remove fluids from the blood like hemodialysis or hemofiltration. Accordingly,
we believe that our technology has significant advantages as compared to traditional dialysis techniques, including ease of use.

Our  HemoDefend  platform  is  a  development-stage  technology  utilizing  a  mixture  of  proprietary  porous  polymer  beads  that
target the removal of contaminants that can cause transfusion reactions or cause disease in patients receiving transfused blood products.
The  HemoDefend  beads  can  be  used  in  multiple  configurations,  including  the  common  in-line  filter  between  the  blood  bag  and  the
patient as well as a unique, patent-pending “Beads in a Bag” treatment configuration, where the beads are placed directly into a blood
storage bag.

Sepsis

Researchers have explored the potential of using existing membrane-based dialysis technologies to treat patients suffering from
sepsis.  These  techniques  are  unable  to  effectively  remove  middle  molecular  weight  toxins,  which  leading  researchers  have  shown  to
cause  and  complicate  sepsis.  The  same  experts  believe  that  a  blood  purification  technique  that  efficiently  removes,  or  significantly
reduces,  the  circulating  concentrations  of  such  toxins  might  represent  a  successful  therapeutic  option.  CytoSorb  has  demonstrated  the
ability to remove middle molecular weight toxins, such as cytokines, from circulating blood in a statistically significant manner.

Medical research during the past two decades has focused on drug interventions aimed at chemically blocking or suppressing
the  function  of  one  or  two  inflammatory  agents.  In  hindsight,  some  researchers  now  believe  this  approach  has  little  chance  of
significantly  improving  patient  outcomes  because  of  the  complex  pathways  and  multiple  chemical  factors  at  play.  Clinical  studies  of
these drug therapies have been largely unsuccessful. An Eli Lilly drug, Xigris®, cleared by the FDA in November 2001, is the first and
only  drug  to  be  approved  for  the  treatment  of  severe  sepsis.  Clinical  studies  demonstrated  that  use  of  Xigris®  resulted  in  an  average
absolute 6% reduction in 28-day mortality, and an absolute 13% reduction in 28-day mortality in the most severe sepsis patients. The
drug was controversial and considered expensive when compared to the percentage of patients who benefit. In 2011, after completing a
follow  up  study  required  by  the  FDA,  it  was  subsequently  determined  that  Xigris®  did  not  have  a  statistically  significant  mortality
benefit, and in October 2011, Eli Lilly withdrew Xigris® from all markets worldwide.

Development of many experimental therapies has been discontinued, including Eritoran from Eisai, CytoFab from BTG/Astra

Zeneca, Talactoferrin from Agennix, tranexemic acid from Leading Biosciences, selective cytapheresis from CytoPheryx, and others.

COVID-19 disrupted many clinical studies in 2020 and 2021. Notable active Phase III trials in sepsis include the following:

Initiated in November 2012, the 800 patient Phase III randomized controlled SCARLET study began for Recomodulin (ART
123, Artisan/Asahi Kasei), a recombinant human thrombomodulin, for the treatment of septic patients with coagulopathy. In 2019, the
results  of  the  study  were  published  in  JAMA,  demonstrating  no  benefit  in  28-day  all-cause  mortality.  The  800  patient  Phase  III
SCARLET-2 randomized, controlled trial, evaluating Recomodulin in patients with sepsis and coagulopathy, was scheduled to begin in
July 2019, but was withdrawn to be amended following the results of the SCARLET trial. The status of the trial is unknown.

Atox Bio, a development stage company in clinical studies with peptide therapeutics that are designed to prevent superactivation
of the immune response by certain toxins such as toxic shock syndrome toxin. It is currently focused on necrotizing soft tissue infections.
The investigational peptide, AB103 or Reltecimod, binds to the CD28 co-stimulatory receptor to attempt to restore the host’s appropriate
immune response to severe infections and was evaluated in the ACCUTE Trial, a Phase III randomized controlled trial in 60 investigative
sites in the U.S in 290 patients with necrotizing soft tissue infections. The primary endpoint of the study was based on a modified Intent-
to-treat (mITT) analysis of a primary composite endpoint that was defined as:  alive at day 28, ≤ 3 debridements, no amputation beyond
first  operation,  and  day  14  mSOFA  ≤  1  with  ≥  3  point  reduction  (organ  dysfunction  resolution).   A  prespecified,  per  protocol  (PP)
analysis excluded 17 patients with major protocol violations before unblinding.  There was no difference in 28-day mortality of 15% in
each group, and the study did not reach significant improvement in the primary endpoint in the

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pre-defined mITT population.  However, in the PP analysis that excluded 17 patients, the company claims clinical composite endpoint
success  of  54.3%  treatment  vs  40.3%  control.    In  December  2020,  Atox  Bio  announced  that  they  had  filed  an  NDA  under  the  FDA
Accelerated Approval Program with a PDUFA date of September 30, 2021. To date, no publicly available update has been provided.

Spectral  Medical,  Inc.  collaborated  with  Toray  on  the  EUPHRATES  trial,  combining  an  endotoxin  assay  with  extracorporeal
endotoxin  removal  by  Toraymyxin,  a  polymyxin-B  immobilized  polystyrene  fiber  cartridge.  The  study  began  in  June  2010  and
completed enrollment of 450 patients in June 2016. Endotoxemia is a result of Gram negative sepsis, which only accounts for 45% of
cases  of  sepsis.  It  is  a  potent  stimulator  of  cytokine  storm.  However,  all  anti-endotoxin  strategies  have  failed  pivotal  studies  to  date,
believed to be the result of intervening too late in the sepsis cascade. In October 2016, Spectral announced top-line results that the trial
did not meet the main goal of absolute reduction in 28-day all-cause mortality, but reiterated safety of treatment and potential benefit in
the sickest group of patients (multiple organ dysfunction score > 9). A secondary analysis of the sub-population of patients with septic
shock and high circulating endotoxin activity also failed to demonstrate a beneficial effect of Toraymyxin on 28-day mortality in sepsis,
however,  an  exploratory  post-hoc  analysis  of  the  suggested  trends  toward  improvements  in  changes  in  mean  arterial  pressure  and
ventilator-free days. In February 2019, Spectral announced an amendment of the original EUPHRATES trial to enroll an additional 150
septic shock patients under the TIGRIS expansion, in patients with a MODS score > 9 and an EAA level between 0.60 and 0.90, and will
analyze the combined data from these two trials using a Bayesian statistical approach. Based on the 179 patients from the EUPHRATES
trial, treated patients had a mortality of 38% (N=90) compared to 48% mortality in the control (N=89), but not statistically significant.
The  TIGRIS  study  will  be  in  US  sites  only,  randomized  (2:1),  open  label  trial,  with  an  additional  150  new  patients  (100  treated,  50
control) to be added. As of February 11, 2022, 30 patients of the targeted 150 patients have been enrolled.

Enlivex has developed an investigational cell-based therapy called Allocetra that is an infusion of donor mononuclear cells that
have been chemically induced to be apoptotic. Once infused, the patient’s macrophages and dendritic cells phagocytose these apoptotic
cells which purportedly then causes them to reduce inflammatory signals that results in immune modulation. In September 2021, Enlivex
announced  the  start  of  a  Phase  IIb  study  using  Allocetra  in  severe  and  critical  COVID-19  patients  with  acute  respiratory  distress
syndrome (ARDS). In November 2021, Enlivex reported that Allocetra is being evaluated in a randomized, controlled, multi-center trial
in patients with pneumonia-associated sepsis. It is expected to enroll 120-160 patients across 4 cohorts of varying doses of Allocetra or
placebo. The primary endpoints of the trial are safety, and change in SOFA score from baseline at 28 days.

In  2017,  a  single  center,  retrospective,  non-randomized,  unblinded  before-after  clinical  study  evaluating  the  effect  of
hydrocortisone,  intravenous  Vitamin  C,  and  thiamine  in  a  total  of  94  patients  with  severe  sepsis  and  septic  shock  was  published
suggesting a significant decrease in hospital mortality of 8.5% (4 of 47 treated) versus mortality of 40.4% (19 of 47 control), p<0.001.
Mechanistically, Vitamin C is an antioxidant that scavenges free oxygen radicals, and plays a role in preserving endothelial function and
microcirculatory flow.  Thiamine is a co-factor of pyruvate dehydrogenase that is a key step in the conversion of lactate to pyruvate to
acetyl-CoA,  then  to  the  Krebs  cycle,  leading  to  a  consumption  of  lactate.  Steroids  are  anti-inflammatory.  Vitamin  C  or  steroids  alone
have not demonstrated a significant benefit in patients with severe sepsis and septic shock in large scale clinical trials. Also, multiple
large scale randomized controlled trials have since failed to demonstrate clinical or mortality benefit including VICTAS, VITAMINS,
ACTS, and others. The authors of these studies do not recommend the routine use of the combination of Vitamin C, corticosteroids, and
thiamine in septic shock patients.

Using  a  medical  device  to  treat  sepsis  remains  a  relatively  novel  treatment  approach.  Toray  Industries  currently  markets  an
endotoxin  removal  cartridge  called  Toraymyxin™  for  the  treatment  of  sepsis  in  Europe,  Japan,  and  16  other  countries,  but  is  not  yet
approved in the United States. Toraymyxin does not directly reduce cytokines. Spectral Medical Inc. has obtained exclusive development
and commercial rights in the U.S. for Toraymyxin, with plans to combine the use of its endotoxin activity assay to create a theranostic
product. Spectral collaborated with Toray on the EUPHRATES trial. As noted above, the EUPHRATES trial failed to demonstrate its
primary endpoint. Spectral is now pursuing an amendment to the EUPHRATES trial, called TIGRIS. There have been now several large
scale  studies  failing  to  demonstrate  a  benefit  of  Toraymyxin  on  28-day  mortality  in  sepsis.  Toraymyxin  represents  a  competitive,
although potentially complementary, therapeutic approach to CytoSorb.

In September 2017, Baxter re-launched oXiris in the E.U., a hollow-fiber acrylonitrile and methalylsulfonate (AN69) membrane
hemofilter coated with polyethyleneimine (PEI) that was originally launched by Gambro in 2008 for use in hemodialysis as a strategy to
treat acute kidney injury and gram negative septic shock while reducing endotoxin. The filter itself has not changed. However, Baxter has
expanded  the  label  to  now  include  reduction  of  cytokines  based  on  a  set  of  in vitro  experiments  evaluating  cytokine  reduction  from
recirculating plasma over two hours. As of February 2022, clinicaltrials.gov currently lists 12 small studies recruiting, evaluating oXiris
in  the  fields  of  sepsis  and  cardiac  surgery.  In  2020,  oXiris  received  FDA  Emergency  Use  Authorization  for  use  in  adult  critically  ill
COVID-19  patients  in  imminent  or  confirmed  respiratory  failure.    In  October  2020,  results  from  4  hospitals  on  37  patients  from  its
OxirisNet  Registry  in  the  journal,  Critical  Care.    Mortality  was  66.6%  in  patients  receiving  oXiris  treatment  after  14  days  from
admission, and a mortality of 47.4% mortality when used earlier. In addition, Baxter also launched the Theranova mid-

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molecular  weight  cutoff  or  high  retention  onset  (HRO)  hemodialysis  membrane  to  improve  the  efficiency  of  hemodialysis,  claiming
improved mid-molecular weight substance removal. Neither oXiris nor Theranova are approved in the U.S.

Each  of  the  following  technologies  claims  to  remove  inflammatory  mediators  such  as  cytokines,  or  to  treat  sepsis,  and
represents a potential competitive alternative to CytoSorb. However, to our knowledge, none of these technologies are approved in the
U.S. and none are approved in the European Union to reduce cytokines.

Toray markets its Hemofeel CH1.0 polymethylmethacrylate membrane (“PMMA”) in Japan and it has been used in several non-
controlled,  or  historically  controlled,  clinical  or  case  studies  treating  patients  with  sepsis,  acute  respiratory  distress  syndrome  and
pancreatitis. We are not aware of any prospective, randomized controlled studies using this PMMA hemofilter in patients with sepsis.
Without such studies, it is difficult to assess the true impact of this technology in these conditions. Gambro AB launched its Prismaflex
eXeed system in August 2009 and introduced the SepteX high molecular weight cutoff hemodialyzer in Europe, intended to treat patients
with acute renal failure and the removal of inflammatory mediators from blood. Gambro also launched the oXiris dialyzer, based upon
the  AN69  CRRT  membrane,  to  bind  endotoxin.  As  noted  above,  Baxter  acquired  Gambro  in  2013.  Fresenius  had  launched  a  high
molecular weight cut off filter in response to SepteX called the Ultraflux EMiC2. To our knowledge, there has been a lack of published
data on the treatment of sepsis with these devices. Bellco S.R.L, acquired by Medtronic in February 2016, also sells the CPFA (coupled
plasma filtration and adsorption) system in Europe. This uses a sorbent cartridge to remove cytokines from plasma. However, because
the sorbent cannot treat blood directly, it requires the cost and complexity of an additional plasma separator to treat blood. In April 2018,
Medtronic issued a field safety notice informing all users of CPFA that the COMPACT-2 study using CPFA in septic shock patients was
terminated early due to observed higher mortality rates in septic shock patients receiving CPFA therapy compared to patients receiving
standard  care.  We  believe  that  CytoSorb,  which  can  treat  whole  blood  directly,  and  which  works  with  standard  hemodialysis  pumps
already found in hospitals worldwide, has significant competitive advantages compared to these multi-cartridge sorbent systems.

Kaneka  Corporation  currently  markets  Lixelle™,  a  modified  porous  cellulosic  bead,  for  the  removal  of  beta2–microglobulin
during hemodialysis in Japan To our knowledge, no large, randomized, controlled trials have been conducted with Lixelle as a treatment
for sepsis. Kaneka obtained U.S. humanitarian device exemption for Lixelle in March 2015, but is restricted to treating amyloidosis in
chronic  dialysis  patients.  To  our  knowledge,  none  of  the  following  technologies  are  approved  in  the  U.S.  and  none  are  approved  for
cytokine reduction or as a therapy to treat sepsis in the EU. Jafron Biomedical is an integrated dialysis public company in China selling
dialysis machines and hemodialysis and hemoperfusion cartridges containing a neutral microporous adsorption resin to purify blood of
toxins  in  liver  failure,  critical  illness,  poisoning,  and  autoimmune  diseases.  According  to  clinicaltrials.gov,  there  are  5  investigator-
initiated studies evaluating Jafron's technology in sepsis, and cardiac and respiratory failure. Jafron is currently recruiting a 144 patient
efficacy and safety study in China using its CA330 cartridge to reduce IL-6 in septic patients. The estimated study completion date was
October 2020. Foshan Biosun Medical Technology Co, Ltd, and Baihe Medical Technology Co, market hemoperfusion cartridges under
the  BioSky  brand  name,  including  the  MG  series  claiming  cytokine  reduction,  and  the  DX  series  for  bilirubin  reduction.  ExThera
Medical  Corporation  is  a  privately  held  company  that  has  developed  its  Seraph™  (Selective  Removal  by  Apheresis)  platform  that
consists  of  heparin  coated,  solid  polyurethane  beads.  Heparin  has  the  ability  to  bind  some,  but  not  all  viruses,  bacteria,  toxins  and
cytokines. In in vitro studies using 1 mL of human septic blood, there was no statistically different change in IL-6 or Interferon-gamma
compared to control, but effected a ~50% reduction in TNF-alpha. This inability to remove a broad range of cytokines will likely limit its
efficacy  as  a  treatment  in  sepsis.  It  has  repositioned  Seraph™  as  a  pathogen  removal  technology,  and  has  completed  a  15  patient  CE
Mark registration trial in Germany evaluating the safety and efficacy of bacterial removal from blood. It received EU CE-Mark approval
in July 2019, and established distribution in Germany, Italy and Benelux. In 2020, Seraph received FDA Emergency Use Authorization
for  use  in  adult  critically  ill  COVID-19  patients  to  reduce  pathogens  and  inflammatory  mediators  from  the  bloodstream.  In  2021  and
2022,  Exthera  expanded  distribution  to  market  Seraph  in  select  European  countries  and  Mexico  with  Fresenius  to  remove  certain
bacterial  and  viral  pathogens  during  dialysis.  We  believe  our  CytoSorb  cartridge  has  significant  competitive,  technological,  and/or
economic advantages over systems by these other companies.

Acute Respiratory Distress Syndrome

Treatment of ARDS is predominantly supportive care using supplemental oxygen, careful fluid management, multiple modes of
ventilation incorporating the concepts of low tidal volume, ventilation and prone positioning, and extracorporeal membrane oxygenation
(“ECMO”).   Although  a  number  of  pharmacologic  therapies  have  been  tried  such  as  nitric  oxide,  surfactant  therapy,  and  others,  only
corticosteroids, such a dexamethasone or methylprednisolone, have demonstrated mortality benefit in patients with ARDS.  For example,
in critically ill COVID-19 patients on mechanical ventilation, the RECOVERY study demonstrated use of once daily dexamethasone led
to a reduction in mortality from 41.4% control to 29.3% treatment.  

See “Markets:  Acute Respiratory Distress Syndrome” above for a more detailed discussion.

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Severe Burn Injury

Modern  management  of  severe  burn  injury  patients  involves  a  combination  of  therapies.  From  a  burn  standpoint,  patients
undergo  active  escharotomy  and  debridement  of  burns,  the  use  of  skin  grafts  and  substitutes,  anti-microbial  dressings  and  negative
pressure  dressings.  Tight  fluid  control,  nutrition,  prevention  of  hypothermia  and  infection  are  also  priorities.  Smoke  and  chemical
inhalation injury in burn victims is also common and increasing as a cause of death in severe burn injury. Carbon monoxide and cyanide
poisoning  is  also  an  issue.  Supplemental  oxygen,  mechanical  ventilation,  and  ECMO  are  often  required  and  are  the  mainstay  of
supportive care treatment. Recently continuous renal replacement therapy has been used to treat patients with acute kidney injury with an
improvement in survival compared to a historical control cohort. We believe CytoSorb therapy may yield improved results. We are not
aware of any specific products approved to directly address inhalational lung injury or multiple organ failure in severe burn injury.

Trauma

Trauma management initially involves respiratory, hemodynamic and physical stabilization of the patient. However, in the days
to weeks that ensue, the focus shifts to preventing or treating organ failure and preventing or treating infection. We are not aware of any
specific therapies to prevent or treat multiple organ dysfunction or multiple organ failure in trauma. Rhabdomyolysis, or the breakdown
of muscle fibers due to crush injury or other means, occurs in trauma and can lead to acute kidney injury or renal failure. Aggressive
hydration,  urine  alkalinization,  and  forced  diuresis  are  the  main  therapies  to  prevent  renal  injury.  Continuous  hemodiafiltration  with
super-high-flux membranes has demonstrated modest myoglobin clearance but was associated with albumin loss. In general, however,
most  extracorporeal  therapies  are  not  well-suited  to  remove  myoglobin.  CytoSorb  reduces  myoglobin,  and  other  polymers  under
development, reduces myoglobin, some without significant losses of albumin.

Severe Acute Pancreatitis

Treatment of severe acute pancreatitis is predominantly supportive care focused on aggressive hydration, enteral nutrition and
pain  control.  Mechanical  ventilation,  hemodialysis  and  vasopressor  use  is  common  in  cases  of  multiple  organ  failure.  In  cases  where
cholelithiasis  or  other  obstruction  is  the  underlying  cause  of  the  pancreatitis,  endoscopic  retrograde  cholangiopancreatography  and/or
stent placement can be used to relieve the obstruction. Antibiotics are often instituted to prevent or treat infection. Surgery is sometimes
indicated  to  remove  or  drain  necrotic  or  infected  portions  of  the  pancreas.  To  our  knowledge,  there  are  no  other  specific  treatments
approved to treat severe acute pancreatitis or multiple organ failure that is caused by systemic inflammation in this disease.

Cardiopulmonary Bypass Surgery

There  is  currently  a  pre-existing  market  for  the  use  of  leukocyte  reduction  filters  sold  by  Pall  Corporation,  Terumo  Medical
Corporation and others in the cardiopulmonary bypass circuit. The purpose of these devices is to reduce cytokine-producing white blood
cells from blood. They do not remove cytokines, free hemoglobin, or activated complement directly and are not considered by many to
be an effective solution for the reduction of these substances. Other than blood compatible sorbent technologies, we are not aware of any
practical  competitive  approaches  for  removing  cytokines,  free  hemoglobin,  activated  complement,  and  a  broad  range  of  other
inflammatory  mediators  in  patients  undergoing  cardiopulmonary  bypass  during  cardiac  surgery.  To  our  knowledge,  CytoSorb  is  the
leading  cytokine  reduction  therapy  capable  of  being  placed  directly  into  a  bypass  circuit  in  the  heart-lung  machine  and  used  during
cardiopulmonary  bypass  without  the  need  for  another  pump.  Modified  ultrafiltration  is  sometimes  used  after  termination  of
cardiopulmonary bypass in cardiac surgery to remove excess fluid and inflammatory substances, but has had mixed benefit. Cell saver
machines that collect and wash pericardial shed blood is one potential alternative, but is typically done in batches and not a real-time
filter  during  surgery.  Alternative  therapies  such  as  “off-pump”  surgeries  are  available  but  “post-bypass”  syndrome  and  cytokine
production still remain a problem in this less invasive, but more technically challenging procedure. If successful, CytoSorb is expected to
be useful in both on-pump and off-pump procedures. CytoSorb is also being used with a dialysis machine to treat the development of a
post-cardiac surgery systemic inflammatory response syndrome, a deadly complication of open-heart surgery that if left untreated, can
lead to multiple organ dysfunction syndrome, multiple organ failure, and potentially death.

Radiocontrast Removal

ContrastSorb  has  demonstrated  the  rapid,  high  efficiency  single  pass  removal  of  IV  contrast.  The  use  of  low  osmolar  IV
contrast,  oral  administration  of  N-acetylcysteine,  and  other  agents  to  prevent  CIN  have  demonstrated  modest  benefit  in  some  clinical
studies, but in many cases, the results across studies have been equivocal and inconsistent. Hydration of high risk patients pre-procedure
is standard of care but has limited efficacy. PLC Medical Systems, Inc., now Renalguard Solutions, received CE Mark approval for its
RenalGuard system in 2007. RenalGuard encourages excretion of IV contrast and a reduction of CIN, by administering IV hydration that
matches urine output in patients receiving a loop diuretic. Hemodialysis can remove IV contrast, but is relatively slow (46% at 1

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hour, 65% at 2 hours, and 75% at 3 hours) in chronic renal failure patients who lack normal renal clearance. In high risk patients, the
rapid  and  direct  removal  of  IV  contrast  from  the  blood  with  ContrastSorb  to  prevent  CIN  represents  a  potentially  more  effective
alternative.

Drug Intoxication

Treatment  of  patients  suffering  from  drug  overdose  often  involves  a  number  of  pharmacological  treatments  and  mechanical
interventions to detoxify and stabilize the patient. Mechanical interventions include procedures such as gastric lavage, activated charcoal,
whole bowel irrigation and extracorporeal blood purification. Each method has its own limitations, many of which are associated with
the  timing  of  administration  following  overdose.  Blood  purification  with  high  flux  dialyzers  or  with  activated  charcoal  cartridges  by
Gambro, Fresenius, Nephros and others are typically efficient at removing hydrophilic drugs that are not protein bound. However, they
are inefficient at removing drugs that have a large volume of distribution, or drugs that are hydrophobic or lipophilic. Many drugs of
overdose fall into this category. The administration of lipid emulsions, such as Intralipid, have been used with some success to create a
depot  for  lipophilic  drugs.  Resin  based  hemoperfusion  devices  have  been  used  to  remove  lipophilic  drugs  that  are  protein  bound,  but
have historically had issues of biocompatibility. DrugSorb is a highly biocompatible resin-based hemoperfusion device that can remove a
wide range of drugs of overdose in vitro very rapidly, with high single pass removal.

Chronic Dialysis

Although standard dialysis treatment effectively removes urea and creatinine from the blood stream (which are normally filtered
by  functioning  kidneys),  standard  dialysis  has  not  been  effective  in  removing  beta2  -microglobulin  toxins  from  the  blood  of  patients
suffering from chronic kidney failure. High flux dialyzers, and mid to high molecular weight cutoff filters by Baxter, Fresenius, Nephros
and  others  are  capable  of  removing  some  beta2-microglobulin.  However,  we  believe  our  technology  would  significantly  improve
clearance of this and other toxins. Kaneka markets Lixelle™, a cellulosic resin, outside the US to remove beta2-microglobulin in dialysis
patients.  In  March  2015,  Lixelle  received  Humanitarian  Device  Exemption  (“HDE”)  approval  in  the  U.S.  for  the  treatment  of  beta-
amyloidosis and removal of beta2–microglobulin, a complication of chronic dialysis. HDE approval applies to the treatment of diseases
with an incidence of less than 8,000 cases a year in the U.S. annually. Other than those mentioned above and blood compatible sorbents,
we know of no other device, medication or therapy considered directly competitive with our technology.

Use for Organ Transplant in Ex Vivo Organ Perfusion Systems or in the Treatment of Organ Dysfunction in Brain-Dead Organ Donors

We are not aware of any directly competitive products to address the application of our technology for the mitigation of organ
dysfunction and failure resulting from severe inflammation following brain-death, or in the removal of inflammatory mediators during ex
vivo organ perfusion

Removal  of  Anti-thrombotics  such  as  Ticagrelor  and  Direct  Oral  Anticoagulants  in  Cardiac  Patients  During  Surgery  Requiring
Cardiopulmonary Bypass

There are more than $20 billion in annual worldwide sales of anti-thrombotic drugs such as the P2Y12 platelet inhibitors (e.g.
clopidogrel,  ticagrelor,  prasugrel),  and  the  Direct  Oral  AntiCoagulants  (DOAC)  comprising  of  direct  thrombin  inhibitors  (dabigatran),
and Factor Xa inhibitors (e.g. apixaban, rivaroxaban, edoxaban).  These are generally used to reduce thromboembolic events in a wide
range  of  applications,  including  dual  anti-platelet  therapy  in  percutaneous  coronary  intervention  and  stent  placement,  myocardial
infarction,  stroke,  peripheral  artery  disease,  atrial  fibrillation,  deep  vein  thrombosis,  pulmonary  embolus,  and  others.    For  example,
ticagrelor  (Brilinta®,  Astra  Zeneca)  is  a  widely-used  anti-platelet  agent  used  to  decrease  cardiovascular  risk  in  patients  with  acute
coronary syndromes or a past history of heart attack. It is also widely used during as part of the dual-anti platelet therapy regimen in
patients undergoing percutaneous coronary intervention and stent placement. However, when patients on ticagrelor require emergent or
urgent cardiac surgery, up to 65% of patients will have severe or massive peri-operative bleeding complications that contributes to a high
risk of morbidity and death and major costs to the healthcare system.

To  our  knowledge,  CytoSorb  is  the  only  therapy  approved  for  the  removal  of  ticagrelor  and  rivaroxaban  (Xarelto®,  Janssen,
Bayer) in the E.U. during cardiopulmonary bypass in urgent or emergent cardiopulmonary bypass.  The only recommended alternative is
to wait for 3-5 days to allow natural drug elimination and washout prior to surgery.

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CytoSorb  has  already  demonstrated  the  ability  to  remove  ticagrelor  rapidly  and  efficiently  from  human  blood  in  vitro.
 Meanwhile, a retrospective case series reported by clinicians at Asklepios Klinik St. Georg in Hamburg, Germany on the investigational
use  of  CytoSorb  to  reverse  the  effects  of  ticagrelor  and  the  Factor  Xa  inhibitor,  rivaroxaban,  during  emergency  cardiac  surgery
demonstrated  a  greatly  reduced  risk  of  bleeding  complications  and  the  need  for  repeat  surgery  to  explore  the  source  of  bleeding.
Extrapolations  of  the  clinical  benefits  showed  projected  cost  savings  of  £3,982,  or  approximately  $5,000  USD,  per  patient  in  a  U.K.
based economics study.  In 2020, CytoSorb received E.U. CE Mark label expansion to remove ticagrelor and rivaroxaban during cardiac
surgery involving cardiopulmonary bypass via label expansion of its CE Mark.  In 2021, we also began enrolling the STAR (Safe and
Timely Antithrombotic Removal) international registry collecting real world evidence in this application.  

In the U.S., we are currently executing the U.S. STAR-T and STAR-D (Safe and Timely Antithrombotic Removal of Ticagrelor,
or  DOACs,  respectively)  pivotal  randomized,  controlled  clinical  trials  designed  to  support  U.S.  FDA  Marketing  approval  of  the
DrugSorb-ATR  antithrombotic  removal  system,  which  uses  an  equivalent  polymer  technology  to  CytoSorb.The  use  of  platelet
transfusions, Kcentra®  (CSL  Behring;  four  factor  prothrombin  complex  concentrate;  reversal  for  warfarin  anticoagulation),  Andexxa®
(recombinant Factor Xa; AstraZeneca; reversal for rivaroxaban and apixaban), Praxbind® (idarucizumab, Boeringer Ingelheim; reversal
agent for dabigatran) and other interventions have either not demonstrated consistent benefit, or are not used because of potential safety
concerns, in the reversal of antithrombotics in the setting of cardiopulmonary bypass.  

PhaseBio,  a  clinical-stage  biopharmaceutical  company,  has  licensed  an  intravenously  administered  monoclonal  antibody
fragment with high affinity for ticagrelor called bentracimab (PB2452) from Medimmune, a division of AstraZeneca. The company paid
AstraZeneca  $100,000  upfront,  with  $68  million  in  potential  future  milestones.   AstraZeneca  owns  approximately  5%  of  PhaseBio’s
stock.  PB2452  is  a  novel  reversal  agent  for  the  antiplatelet  drug  ticagrelor,  which  was  developed  for  the  treatment  of  patients  on
ticagrelor who are experiencing a major bleeding event or those who require urgent surgery. The FDA granted Breakthrough Therapy
designation for PB2452 in April 2019. PhaseBio is seeking US FDA approval of PB2452 in the United States through an accelerated
approval process.

PhaseBio is currently conducting its U.S.  REVERSE-IT (Rapid and SustainEd ReVERSal of TicagrElor – Intervention Trial)
study, a Phase 3, prospective, multi-center, open-label, single-arm trial designed to study reversal of the antiplatelet effects of ticagrelor
with  bentracimab  to  treat  patients  who  present  with  uncontrolled  major  or  life-threatening  bleeding  or  when  used  prophylactically  in
patients who require urgent surgery or an invasive procedure to prevent bleeding.  In November 2021, PhaseBio presented top-line data
from an interim analysis of the study, having enrolled 142 patients who required urgent surgery or an invasive procedure and 8 patients
with an uncontrolled major or life-threatening bleed. For the end-point analysis, 129 patients had analyzable platelet data, 122 had data
on adjudicated hemostasis. Investigators reported a rapid reversal of anti-platelet activity in both subgroups.  Among surgical patients,
66.4%  had  mild  GUSTO  (Global  Use  of  Strategies  to  Open  Occluded  Coronary  Arteries  bleeding  scale)  bleeding,  and  33.6%  had
moderate  GUSTO  bleeding  perioperatively.  Treatment-emergent  adverse  events  (i.e.  adverse  events  that  were  not  present  prior  to
treatment initiation or an event already present that worsens in either intensity or frequency following exposure to the treatment) were
reported  by  92.7%  of  enrolled  patients.  Four  patients  died  (2.8%):  two  with  septic  shock,  and  two  with  cardiogenic  shock.    Of  150
patients, 8 patients (5.3%) had thrombotic events, including 2 ischemic strokes, 1 transient ischemic attack, 3 myocardial infarctions, and
two with arterial thromboembolisms in the right lower extremity.  The FDA had recommended an interim analysis of approximately 100
patients, comprising approximately 50 patients in each arm, in order to support the submission of a Biologics License Application (BLA)
for  accelerated  approval  of  bentracimab.  In  November  2021,  PhaseBio  announced  that  it  continues  to  enroll  more  patients  into  the
uncontrolled  major  or  life-threatening  bleeding  arm  of  the  study  and  intends  to  submit  a  BLA  for  both  subgroups  by  Summer  2022.
Bentracimab is not yet approved in any market.

Meanwhile,  Andexxa  is  a  Factor  Xa  analog  that  competes  for  binding  to  Factor  Xa  inhibitors.  Due  to  the  short  duration  of
action,  pro-thrombotic  effect,  interference  with  heparin  anticoagulation,  and  very  high  cost,  it  is  not  indicated  to  reduce  the  risk  of
perioperative  bleeding  in  cardiac  surgery.    CytoSorb  has  demonstrated  very  efficient  removal  of  all  the  major  drugs  of  the  DOAC
category in clinical use today including rivaroxaban (Xarelto®; Bayer, Janssen), apixaban (Eliquis®, Bristol-Myers Squibb), edoxaban
(Savaysa®, Daiichi-Sankyo) and dabigatran (Pradaxa®, Boehringer Ingelheim).

We believe that CytoSorb and DrugSorb-ATR, if it receives FDA marketing approval in the United States, would represent a
more  cost-effective,  readily  available,  and  easy  to  implement  solution  for  ticagrelor  or  DOAC  reversal  in  cardiac  surgery  than  these
biologic alternatives.

HemoDefend Purification Technology Platform for Transfused Blood Products

There  are  only  a  few  directly  competitive  approved  products  to  address  the  removal  of  substances  from  blood  and  blood

products that can cause transfusion reactions. Leukoreduction (Haemonetics, Terumo-BCT, Hemerus Corporation, others) is widely

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used  in  transfusion  medicine  and  can  remove  the  majority  of  white  cells  that  can  produce  new  cytokines  but  cannot  eliminate  those
cytokines  already  in  blood,  and  cannot  otherwise  remove  other  causative  agents.  Automated  washing  of  pRBC  is  very  effective  at
cleansing contaminants from blood, but is impractical due to the time, cost, materials, and logistics of washing each unit of blood and is
not widely used. Blood filters that utilize affinity technologies are in development to remove certain substances such as antibodies from
blood,  but  have  other  issues,  such  as  cost  and  concern  about  the  stability  or  leachability  of  the  affinity  technology.  The  HemoDefend
platform  represents  a  potentially  superior  alternative  to  these  methods,  as  it  can  provide  comprehensive  removal  of  a  wide  variety  of
contaminants  that  can  trigger  transfusion  reactions  without  washing  blood,  requires  no  additional  equipment,  energy  source,  or
manipulation, and can be incorporated directly into the blood storage bag or used as an in-line blood filter.

Clinical Studies

We  are  focusing  our  company  sponsored  clinical  research  efforts  on  critical  care  and  cardiac  surgery  applications  of  our

technology.

Critical Care

In 2011, CytoSorb received EU regulatory approval under the CE Mark as an extracorporeal cytokine adsorber to be used in
clinical  situations  where  cytokines  are  elevated.  As  part  of  the  CE  Mark  process,  in  2011  we  completed  our  randomized,  controlled,
European Sepsis Trial amongst 14 trial sites in Germany, with enrollment of 100 patients with sepsis and respiratory failure. The trial
established that CytoSorb was well-tolerated and safe with no serious device related adverse events reported. The trial also demonstrated
the ability of CytoSorb to reduce cytokines such as IL-6 from the blood of septic patients.

In April 2020, we received U.S. FDA Emergency Use Authorization for the treatment of adult critically ill COVID-19 patients
with  confirmed  or  imminent  respiratory  failure.  The  CytoSorb  Therapy  in  COVID-19  (CTC)  Registry  was  launched  to  capture
outcomes and device utilization patterns from multiple U.S. participating centers. Initial results on critically ill COVID-19 patients on
extracorporeal membrane oxygenation (ECMO) treated with CytoSorb at participating U.S. centers showed high survival rates compared
with the international benchmark Extracorporeal Life Support Organization (ELSO) Registry. The initial CTC results were presented at
the  International  Symposium  of  Intensive  Care  Medicine  conference  in  August  2021  in  Brussels,  Belgium,  and  published  in  the  peer
reviewed journal Frontiers in Medicine. The CTC has completed enrollment and the final results will also be submitted for publication.

The  German  PROCYSS  multicenter,  randomized  controlled  trial  evaluating  the  ability  of  CytoSorb  to  restore  hemodynamic
stability in patients with refractory septic shock is now actively enrolling. The speed of enrollment remains uncertain due to COVID-19,
however we currently estimate that the next important milestone of the interim analysis after 50% enrollment will occur in 2023.

The German multicenter Hep-On-Fire single-arm trial evaluating CytoSorb in patients suffering from acute liver failure due to
alcoholic  hepatitis  received  Ethics  Committee  approval  in  October  2021  and  study  start-up  activities  are  ongoing.  We  expect  that  the
study will begin enrollment in the first half of 2022 and that the next important milestone of the interim analysis after 50% enrollment
will occur in 2023.

The  international  COSMOS  Registry  was  designed  to  capture  real  world  outcomes  and  device  utilization  patterns  across
multiple critical care indications including but not limited to sepsis, acute respiratory failure, postoperative vasoplegia, acute liver failure,
and acute pancreatitis.  The Registry is undergoing start-up activities and scheduled to begin enrollment in the first half of 2022 with the
goal  of  being  active  in  multiple  countries  in  2023.    The  intent  of  the  Registry  is  to  report  outcomes  at  international  conferences  and
submit the results for publication on a rolling basis as enrollment progresses.

Cardiac Surgery

In  February  2015,  the  U.S.  Food  and  Drug  Administration  (the  “FDA”)  approved  our  Investigational  Device  Exemption
(“IDE”) application to commence a planned U.S. cardiac surgery feasibility randomized controlled study called REFRESH I. The study
was designed to evaluate the safety and feasibility of two CytoSorb devices used intra-operatively with a heart-lung machine to reduce
plasma free hemoglobin (pfHb) and cytokines in patients undergoing complex cardiac surgery.  On October 5, 2016, we announced that
the independent Data Safety Monitoring Board (“DSMB”) found no serious device related adverse events with CytoSorb, achieving the
primary safety endpoint of the study and demonstrating the safety of intra-operative use in patients undergoing high risk cardiac surgery.
 The study was published in the peer reviewed journal Seminars in Thoracic and Cardiovascular Surgery.

In  December  2017,  the  FDA  approved  our  IDE  application  for  the  randomized,  controlled,  multi-center  REFRESH  2-AKI

study designed to evaluate intraoperative use of two CytoSorb devices as a therapy to reduce the incidence and severity of acute kidney

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injury.  Postoperative  AKI  following  cardiac  surgery  is  common  and  is  associated  with  higher  mortality,  and  is  a  risk  factor  for
developing  chronic  kidney  disease  requiring  hemodialysis  in  the  future.      The  study  was  scheduled  to  enroll  up  to  400  patients  and
completed the first scheduled Data Monitoring Committee (DMC) safety review after the first 153 patients enrolled on July 24, 2020
with  no  safety  concerns.    The  decision  was  made  to  stop  the  REFRESH  2-AKI  study  in  January  2022  for  business  reasons  to  shift
resource allocation to the prioritized U.S. STAR-T and STAR-D trials discussed below. Importantly, there were no safety issues in the
REFRESH 2-AKI trial.

In  January  2020,  CytoSorb  received  European  Union  CE  Mark  label  expansion  to  include  the  removal  of  ticagrelor  during
cardiopulmonary bypass in patients undergoing cardiothoracic surgery. In May 2020, CytoSorb also received European Union CE Mark
label  expansion  to  include  rivaroxaban  removal  for  the  same  indication.  The  international  Safe  and  Timely Antithrombotic  Removal
(STAR)  Registry  is  designed  to  capture  real  world  clinical  and  health  economic  outcomes  with  intraoperative  antithrombotic  drug
removal.  The Registry is actively enrolling in the U.K. and Germany and is planned to expand to additional EU countries before the end
of 2022. The intent of the Registry is to report outcomes at international conferences and submit the results for publication on a rolling
basis as enrollment progresses.

In July 2021, we received full FDA approval of an Investigational Device Exemption (IDE) application to conduct a double-
blind,  randomized,  controlled  clinical  study  for  up  to  120  patients  entitled,  “Safe  and  Timely  Antithrombotic  Removal  –  Ticagrelor
(STAR-T),” in the United States to support FDA marketing approval. This was done under the previously announced FDA Breakthrough
Device  Designation  granted  for  the  removal  of  ticagrelor  in  a  cardiopulmonary  bypass  circuit  to  reduce  the  likelihood  of  serious
perioperative  bleeding  during  urgent  cardiac  surgery.  In  October  2021,  the  first  patient  was  enrolled  and  the  STAR-T  study  is  now
actively recruiting at multiple sites. We expect the study to reach its first scheduled milestone of the first Data Safety Monitoring Board
(DSMB) meeting after 33% of patients are enrolled this summer. Enrollment is expected to be complete within 12 months from today.

In October 2021, we also received full FDA approval of an Investigational Device Exemption (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.  This  was  done  under  the  previously
announced  2nd  FDA  Breakthrough  Device  Designation  granted  for  our  DrugSorb-ATR  Antithrombotic  Removal  System.  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 cardiac surgery. First sites have
been activated and we expect the first patient to be enrolled in the first quarter of 2022 with target study enrollment completion in 12-18
months following the first patient enrolled.

The single arm TISORB study executed in the U.K. and the single arm CYTATION study in Germany evaluating ticagrelor
removal during cardiac surgery were both stopped in 2021.  The decision was made since the larger, far more rigorous double blind RCT
STAR-T will generate much higher quality data on ticagrelor removal and is powered to also report clinical outcomes rendering these
two single arm studies redundant. Once again, it is important to emphasize that this was a business decision to enhance the focus and
resource allocation to the STAR programs and that there were no safety concerns in either of the two stopped studies as confirmed by the
independent DSMBs of each study.

Update on the REMOVE Investigator Initiated Study

The  German  government  funded,  investigator  initiated,  REMOVE  clinical  study  reported  topline  results  at  the  European
Association of Cardiothoracic Surgery in October 2021. The primary efficacy endpoint was not met; however, the intraoperative use of
CytoSorb was well tolerated and safe without any excess in adverse events compared to controls and the mechanism of action for the
reduction  of  cytokines  was  validated.    We  are  awaiting  publication  of  the  results  and  plan  to  review  the  results  carefully  in  close
collaboration with the investigators to determine the potential for a company-sponsored study in infective endocarditis.

COVID-19 Business Update

COVID-19  patients  develop  life-threatening  complications  such  as  acute  respiratory  distress  syndrome  (ARDS),  shock  (i.e.  a
potentially fatal drop in blood pressure), kidney failure, acute cardiac injury, thromboses and emboli, and secondary bacterial infections.
The underlying cause for these complications is often a massive, systemic inflammatory response, leading to the damage of vital organs
such  as  the  lungs,  heart,  and  kidneys,  and  ultimately  multiple  organ  failure  and  death  in  many  cases.  Hypercoagulability,  thought
triggered  by  inflammation,  and  resulting  thromboembolic  events  such  as  pulmonary  emboli  and  thrombotic  microangiopathy,  play
another critical role in the pathophysiology of COVID-19 infection and severity of illness.  

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The use of CytoSorb in patients infected with COVID-19 in Italy, China, Germany and France began in March 2020. CytoSorb
has now been used to treat dangerous inflammation and related life-threatening complications in more than 7,600 COVID-19 patients in
more  than  30  countries  as  of  December  31,  2021.  Based  upon  initial  data  and  reports  from  physicians  treating  these  complications,
CytoSorb  use  has  generally  been  associated  with  a  marked  reduction  in  cytokine  storm  and  inflammation,  improved  lung  function,
weaning  from  mechanical  ventilation,  decannulation  from  extracorporeal  membrane  oxygenation  (ECMO),  and  a  reversal  of  shock.
CytoSorb  has  been  specifically  recommended  in  the  Italy  Brescia  Renal  COVID  Task  Force  Guidelines  to  treat  patients  with  severe
COVID-19  infection  and  Stage  3  renal  failure  on  continuous  renal  replacement  therapy.  CytoSorb  has  also  been  recommended  in  the
National  Treatment  Guidelines  from  Panama  for  Adult  COVID-19  Patients  if  patients  have  either  refractory  shock  or  have  severe  or
refractory  respiratory  failure  requiring  either  high  ventilator  support  or  extracorporeal  membrane  oxygenation.  CytoSorb  has  received
approval  from  the  Drugs  Controller  General  of  India  to  treat  COVID-19  patients  in  certain  instances.  CytoSorb  has  also  received
approval to treat patients with COVID-19 from the Israel Ministry of Health (AMAR). In January 2021, Health Canada granted Medical
Device Authorization for the importation, sale, and emergency use of CytoSorb in hospitalized COVID-19 patients.

The  use  of  CytoSorb  has  not  been  approved  in  the  U.S.  by  the  FDA.  However,  under  certain  circumstances,  investigational
medical devices that have not yet been FDA-approved may be made available for emergency use in the U.S. under the FDA’s Expanded
Access Program (“EAP”). On April 13, 2020, we announced that the FDA, in a different program than the EAP, granted U.S. Emergency
Use  Authorization  (EUA)  of  CytoSorb  for  use  in  adult  critically  ill  COVID-19  patients.  Under  the  EUA,  CytoSorbents  can  make
CytoSorb available, through commercial sales, to all hospitals in the U.S. for use in patients, 18 years of age or older, with confirmed
COVID-19 infection who are admitted to the intensive care unit with confirmed or imminent respiratory failure and who have early acute
lung  injury  or  ARDS,  severe  disease,  or  life-threatening  illness  resulting  in  respiratory  failure,  septic  shock,  and/or  multiple  organ
dysfunction or failure. The CytoSorb device has been authorized by FDA under an EUA. It 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.

The CTC (CytoSorb Therapy in COVID-19) Registry was launched to capture outcomes and device utilization patterns from
multiple  U.S.  participating  centers.  Primary  results  on  observed  ICU  mortality  of  COVID-19  patients  with  acute  respiratory  distress
syndrome (ARDS) requiring extracorporeal membrane oxygenation (ECMO) and treated with CytoSorb according to FDA EUA criteria
were  presented  at  the  International  Symposium  of  Intensive  Care  Medicine  conference  in  September  2021  in  Brussels,  Belgium.  In
December 2021, we announced the publication of these results in the peer-reviewed journal Frontiers in Medicine.

Government Research Grants

We have historically been successful in obtaining technology development contracts from governmental agencies such as the
National  Institutes  of  Health  and  the  U.S.  Department  of  Defense,  including  the  Defense  Advanced  Research  Projects  Agency
(“DARPA”),  the  U.S.  Army,  U.S.  Special  Operations  Command  (“USSOCOM”),  the  U.S.  Air  Force,  Air  Force  Material  Command
(“USAF/AFMC”)  and  others.  Currently,  we  have  ongoing  projects  funded,  in  part,  by  the  U.S.  Army  Medical  Research  Acquisition
Activity (“USAMRAA”), the NHLBI, and the USAF/AFMC.

 In January 2017, we were awarded a Phase II SBIR contract to continue development of CytoSorb for fungal mycotoxin blood
purification.  This  program  focused  on  demonstrating  the  ability  of  CytoSorb  to  adsorb  mycotoxins  in  vivo  and  improve  survival  in
animals. This contract, W911QY-17-C-0007, provided for maximum funding of $999,996 over two years. This program was funded by
the Joint Program Executive Office - Chemical and Biological Defense (“CBD”) SBIR program. We received approximately $999,996 in
funding under this contract and no further funding remains under this contract. Our performance under this contract has been completed.

 In May 2017, the Company was awarded a Congressionally Directed Medical Research Program (“CDMRP”) Phase I contract
to improve delayed evacuation and prolonged field care for severe burn injury via novel hemoadsorptive and hydration therapies. This
work is being funded by the USAMRAA under contract number W81WH-17-2-0013. This contract provides for maximum funding of
$719,000 over four years. As of December 31, 2021, we received approximately $696,000 and have approximately $23,000 remaining
under this contract.

 In September 2017, the Company was awarded a Phase II SBIR contract for its development program entitled “Investigation of
a sorbent-based potassium adsorber for the treatment of hyperkalemia induced by traumatic injury and acute kidney injury”. The purpose
of this contract is to continue development of two novel and distinct treatment options for life-threatening hyperkalemia. This work is
being funded by the USAMRAA under contract W81XWH-17-C-0142 and provides for maximum funding of approximately $999,871.
As of December 31, 2021, we received approximately $999,871 and no further funding remains under this contract.

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In August 2018, the Company was awarded a Phase IIB Bridge SBIR contract by the NHLBI to facilitate and accelerate the
commercialization of our HemoDefend blood purification technology for the purification of pRBC transfusions. The contract, entitled
“pRBCs  Contaminant  Removal  with  Hemocompatible  Porous  Polymer  Beads”  (award  number  2R44HL141928-03),  provides  for
maximum  funding  of  approximately  $2,971,000  over  a  three-year  period.  As  of  December  31,  2021,  we  received  approximately
$2,200,000  in  funding  under  this  contract  and  have  approximately  $771,000  remaining  under  this  contract.    Under  the  terms  of  this
contract, we must make a matching contribution equal to the funds awarded thereunder.

In  September  2019,  the  Company  was  awarded  a  Rapid  Innovation  Fund  contract  by  the  USAF/AFMC  to  develop  a  simple,
easy-to-use renal support system to treat severe hyperkalemia. The contract, entitled “K+ontrol Renal Support System for Reduction of
Hyperkalemia”  (award  number  FA8650-19-C-6065),  provides  for  maximum  funding  of  approximately  $2,960,000  over  a  two-year
period.  As  of  December  31,  2021,  we  received  approximately  $1,678,000  funding  under  this  contract  and  have  approximately
$1,282,000 remaining under this contract.  

In June 2020, the Company was awarded a two-year Defense Health Agency Small Business Technology transfer (STTR) Phase
III  contract  to  advance  its  HemoDefend-BGA  plasma  and  whole  blood  adsorber  to  human  clinical  trials.  (award  number
W81XWH20C0050), provides for maximum funding of approximately $2,897,000 over a two-year period. As of December 31, 2021, we
received approximately $890,000 funding under this contract and have approximately $2,007,000 remaining under this contract.

  In  July  2020,  the  Company  was  a  three-year  contract  awarded  by  the  Assistant  Secretary  of  Defense  for  Health  Affairs,
endorsed by the Department of Defense office of the Congressionally Directed Medical Research Programs (CDMRP), as part of a Peer
Reviewed  Medical  Research  Program  Technology/  Therapeutic  Development  Award  to  complete  preclinical  development  of  the
HemoDefend™-BGA plasma and whole blood adsorber (award number W81XWH2010712). This award provides for maximum funding
of approximately $4,422,000 over a three-year period. As of December 31, 2021, we received approximately $394,000 funding under
this contract and have approximately $4,028,000 remaining under this contract.

In October 2020, the Company was awarded a two-year SBIR Sequential Phase II contract by the U.S. Army Medical Research
Acquisition Activity (USAMRAA), to optimize development of the HemoDefend-BGA™ adsorber (award number W81XWH20C0087).
This award provides for maximum funding of approximately $1,100,000 over a two-year period. As of December 31, 2021, we received
approximately $310,000 funding under this contract and have approximately $790,000 remaining under this contract.  

On  April  19,  2021,  the  Company  received  notification  that  it  received  a  U.S.  Army  Medical  Research  Acquisition  Activity
Award  (the  “USAMRAAA”)  entitled  "Investigation  of  a  potassium  adsorber  for  the  treatment  of  hyperkalemia  induced  by  traumatic
injury and acute kidney injury in austere medicine." The USAMRAAA Phase II Sequential Award, for up to $1,499,987, was granted to
the Company to continue development of two novel and distinct treatment options for life-threatening hyperkalemia. This award is being
funded  by  the  USAMRAAA  under  Contract  No.  W81XWH21C0045.  As  of  December  31,  2021,  we  have  received  $217,000  funding
under the contract and have approximately $1,283,000 remaining under the contract.

Our  business  could  be  adversely  impacted  by  automatic  cuts  in  Federal  spending.    The  American  Taxpayer  Relief  Act
(“ATRA”) of 2012, referred to generally as the fiscal cliff deal, that went into effect on March 1, 2013, enacted automatic spending cuts
of nearly $1 trillion over the next 10 years (commonly known as sequestration) that were included under the Budget Control Act of 2011.
 Sequestration may delay payments under the SBIR grant agreements, although no material delays have occurred to date.

The  COVID-19  pandemic  also  has  slowed  progress  on  executing  and  invoicing  for  our  funded  grant  and  contract  programs.
This was due to social distancing and remote working requirements in our laboratories and at the facilities of our collaborators. Given the
uncertain nature of COVID-19, we cannot predict the future impact of the pandemic on our research and development efforts and on our
revenue recognition of grant revenue.

 These grants represent a substantial research cost savings to us and we believe demonstrate the strong interest of the medical
and  scientific  communities  in  our  technology.  We  are  also  exploring  potential  eligibility  in  several  other  government-sponsored  grant
programs which could, if approved, represent a future source of non-dilutive funds for our research programs.

Regulation

The  medical  devices  that  we  manufacture  are  subject  to  regulation  by  numerous  regulatory  bodies,  including  the  FDA  and
comparable international regulatory agencies. These agencies require manufacturers of medical devices to comply with applicable laws
and regulations governing the development, testing, manufacturing, labeling, marketing and distribution of medical devices. Devices

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are  generally  subject  to  varying  levels  of  regulatory  control,  the  most  comprehensive  of  which  requires  that  a  clinical  evaluation  be
conducted before a device receives approval for commercial distribution.

In the EU, medical devices that we manufacture are required to comply with the Medical Devices Directive 93/42/EC (“MDD”)
and obtain CE Mark certification in order to market medical devices. The CE Mark certification, granted following approval from an
independent notified body, is an EU-wide international symbol evidencing adherence to quality assurance standards and compliance with
the MDD or other applicable European Medical Devices Directives. Distributors of medical devices may also be required to comply with
other  foreign  regulations,  such  as  Ministry  of  Health  Labor  and  Welfare  approval  in  Japan.  The  time  required  to  obtain  these  foreign
approvals to market our products may be longer or shorter than that required in the U.S., and requirements for those approvals may differ
from  those  required  by  the  FDA.  In  Europe,  our  devices  are  classified  as  Class  IIb,  and  conform  to  the  MDD.   As  of  May  27,  2021,
devices  that  have  not  received  CE  Mark  renewal  under  the  MDD  or  where  existing  device  or  processes  are  substantially  amended,
certification would be required in accordance with the new European Union Medical Device Regulation (“MDR”).  However, devices
already certified under the MDD can continue to use the CE Mark under the MDD until the expiry of those MDD CE certificates and in
August of 2019, we announced that CytoSorb received renewal of its E.U. CE Mark through May 2024.

In March 2011, we successfully completed our technical file review with our notified body, and received approval to apply the
CE  Mark  to  the  CytoSorb  device  as  an  extracorporeal  cytokine  adsorber.  We  also  achieved  ISO  13485:2003  Full  Quality  Systems
certification,  an  internationally  recognized  quality  standard  designed  to  ensure  that  medical  device  manufacturers  have  the  necessary
comprehensive  management  systems  in  place  to  safely  design,  develop,  manufacture  and  distribute  medical  devices  in  the  EU.  In
February 2015, we extended the coverage of our ISO 13485 Certificate with the inclusion of Canadian Quality Systems requirements.
This additional level of certification will allow us to apply for product approvals in Canada in the future.

In June 2016, we successfully completed an ISO 13485:2003 annual surveillance audit maintaining our good standing with our
notified body. In September 2016, we were granted a two-year renewal for the CytoSorb CE Mark. In June 2018, we received clearance
from our notified body to begin production in our new manufacturing facility. In July 2018, we successfully completed an audit upgrade
from an ISO 13485:2003 certification to an ISO 13485:2016 certification, which is valid through September 2022.

In the EU, as in other geographies, there are limits to the claims we are allowed to make, associated with the use of our devices.
Specifically,  claims  that  are  made  are  required  to  be  included  in  our  Clinical  Evaluation  Report,  which  is  part  of  the  conformity
assessment process conducted by the Notified Body. If our claims exceed the assessed claims, either regarding performance or intended
uses,  we  may  be  subject  to  regulatory  actions,  which  could  include  customer  notifications  or  even  product  or  literature  (i.e.  labeling)
recalls.

In the U.S., specific permission from FDA to distribute a new device is usually required (that is, other than in the case of very
low risk devices), and we expect that some form of marketing authorization will be necessary for our devices. Marketing authorization is
generally sought and obtained in one of three ways. The first process requires that a pre-market notification (510(k) Submission) be made
to the FDA to demonstrate that the device is as safe and effective as, or “substantially equivalent” to, a legally marketed device that is not
subject to pre-market approval (“PMA”). A legally marketed device is a device that (i) was legally marketed prior to May 28, 1976, (ii)
has  been  reclassified  from  Class  III  to  Class  II  or  I,  or  (iii)  has  been  found  to  be  substantially  equivalent  to  another  legally  marketed
device following a 510(k) Submission. The legally marketed device to which equivalence is drawn is known as the “predicate” device.
Applicants must submit descriptive data and, when necessary, performance data to establish that the device is substantially equivalent to
a predicate device. In some instances, data from human clinical studies must also be submitted in support of a 510(k) Submission. If so,
these data must be collected in a manner that conforms with specific requirements in accordance with federal regulations including the
Investigational  Device  Exemption  (IDE)  and  human  subject  protections  or  “Good  Clinical  Practice”  regulations.  After  the  510(k)
application is submitted, the applicant cannot market the device unless FDA issues “510(k) clearance” deeming the device substantially
equivalent.  The  FDA’s  510(k)  review  process  usually  takes  from  three  to  six  months,  but  may  take  longer.  The  FDA  may  require
additional  information,  including  clinical  data,  to  make  a  determination  regarding  substantial  equivalence.  After  an  applicant  has
obtained  clearance,  changes  to  the  device    (which  do  not  significantly  affect  safety  or  effectiveness)  which  do  not  significantly  affect
safety or effectiveness can generally be made without additional 510(k) Submissions, but evaluation of whether a new 510(k) is needed
is a complex regulatory issue, and changes must be evaluated on an ongoing basis to determine whether a proposed change triggers the
need  for  a  new  510(k),  or  even  PMA  .The  510(k)  clearance  pathway  is  not  available  for  all  devices:  whether  it  is  a  suitable  path  to
market  depends  on  several  factors,  including  regulatory  classifications,  the  intended  use  of  the  device,  and  technical  and  risk-related
issues for the device. Should a suitable predicate device not be available, the second pathway is the de novo request pathway.   The de
novo  pathway  is  available  for  novel  device  technologies,  including  novel  device  changes,  that  have  not  been  previously  classified  by
FDA and for which there is no suitable predicate device. To obtain marketing authorization via the de novo pathway, the applicant must
show that the subject device can be reclassified as Class I or Class II.  The de novo request pathway typically requires additional testing
data, which may include clinical data.

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The third, more rigorous, process requires that an application for PMA be made to the FDA to demonstrate that the device is
safe and effective for its intended use as manufactured. This approval process applies to most Class III devices. A PMA submission is the
most burdensome FDA premarket submission type for devices and includes data regarding design, materials, bench and animal testing,
and human clinical data for the medical device. Again, clinical trials are subject to extensive FDA regulation.

Following completion of clinical trials, an applicant will submit a PMA with the required data. Within 45 days after a PMA is
received by the FDA, the agency will notify the applicant whether the application has been “filed” (a threshold determination that the
application is sufficiently complete to begin an in-depth review), then a substantive review period begins on the date of filing. Although
the  stated  regulatory  timeframe  for  the  FDA’s  review  of  PMAs  is  180  days,  FDA  does  not  meet  this  goal  for  all  applications;  review
often takes at least one year and may take significantly longer. During this review period, the FDA may request additional information or
clarification of information already provided. Also during the review period, an advisory panel of experts from outside the FDA may be
convened  to  review  and  evaluate  the  application  and  provide  recommendations  to  the  FDA.  In  addition,  the  FDA  will  conduct  a  pre-
approval inspection of the manufacturing facilities to evaluate compliance with the FDA’s Quality System Regulation (“OSR”), which
requires  manufacturers  to  implement  and  follow  design,  testing,  control,  documentation  and  other  quality  assurance  and  good
manufacturing practice procedures.

Following review of a PMA, the FDA will authorize commercial distribution if it determines there is reasonable assurance that
the medical device is safe and effective for its intended purpose. This determination is based on the benefit outweighing the risk for the
population intended to be treated with the device. Alternatively, the agency may issue an “approvable letter” or “not approvable letter”
identifying  deficiencies  of  varying  degrees,  or  issue  an  order  denying  approval.  The  PMA  process  is  much  more  detailed,  time-
consuming, and expensive than the 510(k) process. Also, FDA may impose a variety of conditions on the approval of a PMA.

Regardless  of  the  path  to  FDA  clearance  or  approval,  both  before  and  after  a  device  for  the  U.S.  market  is  commercially
released, we would have ongoing responsibilities under FDA regulations. The FDA reviews design and manufacturing practices, labeling
and  record  keeping,  complaint  handling,  and  manufacturers’  required  reports  of  adverse  events  and  device  malfunctions  and  other
information to identify potential problems with marketed medical devices. We would also be subject to periodic inspection by the FDA
for compliance with the FDA’s QSR requirements, as mentioned above. In addition, the FDA and other U.S. regulatory bodies (including
the Federal Trade Commission, the Office of the Inspector General of the Department of Health and Human Services, the Department of
Justice  (DOJ),  and  various  state  Attorneys  General)  monitor  the  manner  in  which  we  promote  and  advertise  our  products.  Although
physicians are permitted to use their medical judgment to employ medical devices for indications other than those cleared or approved by
the FDA, we are prohibited from promoting products for such “off-label” uses and can only market our products for cleared or approved
uses. If the FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our medical devices
are ineffective or pose an unreasonable health risk, the FDA could require us to notify health professionals and others that the devices
present unreasonable risks of substantial harm to the public health; order a recall, repair, replacement, or refund of such devices, detain or
seize adulterated or misbranded medical devices; or ban such medical devices. The FDA may also impose operating restrictions, enjoin
and/or restrain certain conduct resulting in violations of applicable law pertaining to medical devices, including a hold on approving new
devices  until  issues  are  resolved  to  its  satisfaction,  and  work  with  the  DOJ  to  assess  civil  or  criminal  penalties  against  our  officers,
employees,  or  us.  Conduct  giving  rise  to  civil  or  criminal  penalties  may  also  form  the  basis  for  private  civil  litigation  by  third-party
payers or other persons allegedly harmed by our conduct.

On April 10, 2020 the FDA granted CytoSorbents Emergency Use Authorization of CytoSorb to treat patients 18 years of age or
older, with confirmed COVID-19 admitted to the ICU with confirmed or imminent respiratory failure. Per the FDA, "The Emergency
Use Authorization (EUA) authority allows the FDA to help strengthen the nation's public health protections against chemical, biological,
radiological, and nuclear (CBRN) threats by facilitating the availability and use of medical countermeasures needed during public health
emergencies.  Under  Section  564  of  the  Federal  Food,  Drug,  and  Cosmetic  Act  (the  "Act"),  the  FDA  commissioner  may  allow
unapproved medical products or unapproved uses of approved medical products to be used in an emergency to diagnose, treat, or prevent
serious  or  life-threatening  disease  or  conditions  caused  by  CBRN  threat  agents  when  there  are  no  adequate,  approved,  and  available
alternatives."

EUA is an approval limited in scope and, subject to FDA discretion regarding duration of the approval. Devices with EUA are
neither formally cleared nor approved for the indication to treat patients with COVID-19 infection.  Such devices are authorized only for
the  duration  of  the  declaration  that  circumstances  exist  justifying  the  authorization  of  the  emergency  use  of  the  device  under  Section
564(b)(l) of the Act, 21 U.S.C § 360bbb-3(b)(1), unless the authorization is terminated or revoked sooner. The FDA can at its discretion
cancel the EUA approval when there is no longer a threat to public health.

The delivery of our devices in the U.S. market would be subject to regulation by the U.S. Department of Health and Human

Services and comparable state agencies responsible for reimbursement and regulation of health care items and services. U.S. laws and

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regulations  are  imposed  primarily  in  connection  with  the  Medicare  and  Medicaid  programs,  as  well  as  the  government’s  interest  in
regulating the quality and cost of health care.

Federal health care laws apply when we or customers submit claims for items or services that are reimbursed under Medicare,
Medicaid, or other federally-funded health care programs. The principal federal laws include: (1) the False Claims Act which prohibits
the  submission  of  false  or  otherwise  improper  claims  for  payment  to  a  federally-funded  health  care  program;  (2)  the  Anti-Kickback
Statute which prohibits offers to pay or receive remuneration of any kind for the purpose of inducing or rewarding referrals of items or
services  reimbursable  by  a  Federal  health  care  program;  (3)  the  Stark  law  which  prohibits  physicians  from  referring  Medicare  or
Medicaid  patients  to  a  provider  that  bills  these  programs  for  the  provision  of  certain  designated  health  services  if  the  physician  (or  a
member  of  the  physician’s  immediate  family)  has  a  financial  relationship  with  that  provider;  and  (4)  health  care  fraud  statutes  that
prohibit false statements and improper claims to any third-party payer. There are often similar state false claims, anti-kickback, and anti-
self referral and insurance laws that apply to state-funded Medicaid and other health care programs and private third-party payers and
some state laws apply regardless of payor (i.e., even in self-pay scenarios). These and other laws (including, for example, the Physician
Payment  Sunshine  Act  and  state  transparency  and  compliance  laws)  will  become  increasingly  important  as  we  progress  toward
commercialization in the U.S. In addition, the U.S. Foreign Corrupt Practices Act can be used to prosecute companies in the U.S. for
arrangements with physicians, or other parties outside the U.S. if the physician or party is a government official of another country and
the arrangement violates the law of that country.

The  laws  applicable  to  us  are  subject  to  change,  and  subject  to  evolving  interpretations.  If  a  governmental  authority  were  to
conclude  that  we  are  not  in  compliance  with  applicable  laws  and  regulations,  we  and  our  officers  and  employees  could  be  subject  to
severe criminal and civil penalties including substantial fines and damages, and exclusion from participation as a supplier of product to
beneficiaries covered by Medicare or Medicaid.

The process of obtaining clearance or approval to market products is costly and time-consuming in virtually all of the major
markets in which we expect to sell products and may delay the marketing and sale of our products. Countries around the world have
recently adopted more stringent regulatory requirements, which are expected to add to the delays and uncertainties associated with new
product releases, as well as the clinical and regulatory costs of supporting those releases. No assurance can be given that any of our other
medical devices will be approved on a timely basis, if at all, or that our CytoSorb® device will be approved for CE Mark labeling under
the MDR in other potential medical applications or that it will be approved for cytokine adsorption in markets not covered by the CE
Mark on a timely basis, or at all. In addition, regulations regarding the development, manufacture and sale of medical devices are subject
to future change. We cannot predict what impact, if any, those changes might have on our business. Failure to comply with regulatory
requirements could have a material adverse effect on our business, financial condition and results of operations.

Pertaining  to  our  VetResQ™  device  (offered  for  veterinary  use  only),  in  the  U.S.,  the  FDA  does  not  require  submission  of  a
510(k), PMA, or any other pre-market review application for devices used in veterinary medicine. Device manufacturers who exclusively
manufacture or distribute veterinary devices are not required to register their establishments and list veterinary devices and are exempt
from post-marketing reporting. FDA does have regulatory oversight over veterinary devices and can take appropriate regulatory action if
a veterinary device is misbranded or adulterated. It is the responsibility of the manufacturer and/or distributor of these articles to assure
that these animal devices are safe, effective, and properly labeled.

Exported devices are subject to the regulatory requirements of each country to which the device is exported. Some countries do
not  have  medical  device  regulations,  but  in  most  foreign  countries  medical  devices  are  regulated.  Frequently,  device  companies  may
choose to seek and obtain regulatory approval of a device in a foreign country prior to application in the U.S., as we have done, given the
differing regulatory requirements. However, this does not ensure approval of a device in the U.S.

Sales and Marketing

In  2012,  we  established  our  European  subsidiary,  CytoSorbents  Europe  GmbH,  a  wholly-owned  subsidiary  of  CytoSorbents
Corporation. Following the completion of a controlled market release in late June 2012, CytoSorb was formally launched in Germany
with reimbursement established at more than $500 per cartridge. We recruited Dr. Christian Steiner, MD as our Vice President of Sales
and Marketing and hired three additional sales representatives. The fourth quarter of 2012 was the first full quarter of direct CytoSorb
sales  with  our  sales  force  in  place.  We  began  expansion  into  Austria,  where  reimbursement  for  CytoSorb  is  now  available,  and
Switzerland.  In  March  2016,  we  established  CytoSorbents  Switzerland  GmbH,  a  wholly-owned  subsidiary  of  CytoSorbents  Europe
GmbH,  to  conduct  marketing  and  direct  sales  in  Switzerland.  This  subsidiary  began  operations  during  the  second  quarter  of  2016.  In
2017 we began direct sales in Belgium and Luxembourg. On March 5, 2019, the Company announced the expansion of direct sales of
CytoSorb for all applications to Poland and the Netherlands, and critical care applications to Sweden, Denmark and Norway. In 2021, we
expanded direct sales to include all applications in Sweden, Denmark and Norway. As part of this effort, the Company established

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CytoSorbents Poland Sp. z.o.o., a wholly-owned subsidiary of CytoSorbents Europe GmbH. From the beginning of the controlled market
release  in  the  fourth  quarter  of  2011  through  December  31,  2021,  we  achieved  cumulative  sales  of  CytoSorb  of  approximately
$152,356,000. During this time period, the CytoSorb device represented substantially all of our product sales.

We  are  approved  to  sell  CytoSorb  in  all  27  countries  in  the  EU,  including  Germany,  Italy,  France  and  Spain  as  well  as  the

United Kingdom, and currently have either direct sales or distributors or strategic partnerships in more than 70 countries worldwide.

Registration of CytoSorb is typically required in each of these countries prior to active commercialization, in a process that can
take  several  months  to  more  than  a  year  to  achieve.  Variability  in  the  timing  of  registration  affects  the  initiation  of  active
commercialization  in  these  countries,  which  affects  the  timing  of  expected  CytoSorb  sales.  We  cannot  generally  predict  the  timing  of
these  registrations,  and  there  can  be  no  guarantee  that  we  will  ultimately  achieve  registration  in  countries  where  we  have  established
distribution. Outside of the EU, CytoSorb has distribution in Turkey, India, Sri Lanka, Australia, New Zealand, Russia, Serbia, Vietnam,
Malaysia, Hong Kong, Chile, Panama, Costa Rica, Colombia, Brazil, Mexico, Argentina, Perú, Peru, Guatemala, Ecuador, Bolivia, the
Dominican Republic, El Salvador, Iceland, Israel, UAE, Iran, Saudi Arabia and other Middle Eastern countries, and South Korea. We
cannot guarantee that we will generate meaningful sales in the countries where we have established registration, due to other factors such
as  market  adoption  and  reimbursement.  We  continuously  evaluate  other  potential  distributor  and  strategic  partner  networks  in  other
countries that accept CE Mark approval.

In addition to our direct and distributor commercial channels, we have a number of strategic partners to market and distribute
CytoSorb.  These partners include Biocon Biologics Limited, Fresenius Medical Care AG, Aferetica s.r.l. and Terumo Cardiovascular
Group.  In  March  2021,  we  added  B.  Braun  Avitum  AG  as  a  global  co-marketing  partner.  For  detailed  information  regarding  these
partnerships, see the section entitled “Commercial and Research Partners” in item 1 of this report.

A significant portion of our revenues are from product sales in Germany. Substantially all of our grant and other income are

from government agencies in the United States. 

During the years ended 2021, 2020 and 2019, no agency, distributor or direct customer represented more than 10 percent of the

Company’s total revenue.

Orders  received  for  product  from  both  direct  customers  and  distributors  are  fulfilled  upon  receipt.  Accordingly,  we  have  no

significant sales backlog.

Intellectual Property and Patent Litigation

The medical device market in which we primarily participate is in large part technology driven. As a result, intellectual property
rights,  particularly  patents  and  trade  secrets,  play  a  significant  role  in  product  development  and  differentiation.  However,  intellectual
property litigation to defend or create market advantage is inherently complex, unpredictable and is expensive to pursue. Litigation often
is not ultimately resolved until an appeal process is completed and appellate courts frequently overturn lower court patent decisions.

Moreover, competing parties frequently file multiple suits to leverage patent portfolios across product lines, technologies and
geographies and to balance risk and exposure between the parties. In some cases, several competitors are parties in the same proceeding,
or in a series of related proceedings, or litigate multiple features of a single class of devices. These forces frequently drive settlement not
only of individual cases, but also of a series of pending and potentially related and unrelated cases. In addition, although monetary and
injunctive  relief  is  typically  sought,  remedies  are  generally  not  determined  until  the  conclusion  of  the  proceedings  and  are  frequently
modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify and are often dependent upon
the outcomes of other cases in other forums, both domestic and international.

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We  rely  on  a  combination  of  patents,  trademarks,  trade  secrets  and  non-disclosure  agreements  to  protect  our  intellectual
property. As of February 28, 2021, our patent portfolio includes 21 issued United States patents as well as multiple issued foreign patents
and pending patent applications both in the U.S. and internationally, directed to various compositions and methods of use related to our
blood purification technologies, which are expected to expire between 2022 and 2038 absent any patent term extensions. Management
believes that any near-term expiring patents will not have a significant impact on our ongoing business. The following table provides a
brief description of our patents that have been issued in the U.S.:

Product
Group

Description/Indications

CytoSorb   Hemocompatible Coated Polymer and Related One-Step Methods
CytoSorb   Hemocompatible Coated Polymer and Related Methods
CytoSorb   Hemocompatible Coated Polymer and Related One-Step Methods
CytoSorb   Hemocompatible Polymer Systems and Related Devices
CytoSorb   Size-Selective Hemoperfusion Polymeric Adsorbents
CytoSorb   Size-Selective Hemoperfusion Polymeric Adsorbents
CytoSorb   Size-Selective Hemoperfusion Polymeric Adsorbents
CytoSorb   Method of Treating Inflammation
CytoSorb   Polymer Modification
CytoSorb   Method of Treating Acute Radiation Syndrome
CytoSorb   Method of Treating Inflammation
CytoSorb   Method of Removal of Impurities from Whole Blood
CytoSorb   Use of Gastrointestinally Administered Porous Sorbent Polymers
CytoSorb   Use of Polymeric Sorbent Polymers
CytoSorb Method of Treating Inflammation
CytoSorb Method of Treating Inflammation
CytoSorb Hemocompatible Modifiers
CytoSorb Hemocompatible Porous Beads
CytoSorb Method of Treating Inflammation
CytoSorb Removal of Endotoxemia
CytoSorb Method of Removing Toxins From Blood

Patent
Type

Patent
Term

Patent
   Expiration   
  20 Years   10/18/2022   Standard
  20 Years   10/18/2022   Standard
  20 Years   10/18/2022   Standard
  20 Years   7/6/2023   Standard
  20 Years   11/20/2026   Standard
  20 Years   11/20/2026   Standard
  20 Years   11/20/2026   Standard
  20 Years   4/30/2031   Standard
  20 Years   12/31/2031   Standard
  20 Years   10/22/2035   Standard
  20 Years   3/31/2031   Standard
  20 Years   1/6/2032   Standard
  20 Years   10/22/2035   Standard
  20 Years   8/10/2032   Standard
Standard
4/1/2031
Standard
4/1/2031
Standard
3/31/2034
Standard
10/21/2036
Standard
4/1/2031
Standard
5/17/2037
Standard
7/30/2038

20 Years
20 Years
20 Years
20 Years
20 Years
20 Years
20 Years

There  can  be  no  assurance  that  pending  patent  applications  will  result  in  issued  patents,  that  patents  issued  to  us  will  not  be
challenged or circumvented by competitors, or that such patents will be found to be valid or sufficiently broad to protect our technology
or to provide us with a competitive advantage. Certain of these patents also have foreign counterparts.

We  also  rely  on  non-disclosure  and  non-competition  agreements  with  employees,  consultants  and  other  parties  to  protect,  in
part, trade secrets and other proprietary technology. There can be no assurance that these agreements will not be breached, that we will
have adequate remedies for any breach, that others will not independently develop equivalent proprietary information or that third parties
will not otherwise gain access to our trade secrets and proprietary knowledge.

We  may  find  it  necessary  to  initiate  litigation  to  enforce  our  patent  rights,  to  protect  our  trade  secrets  or  know-how  and  to
determine the scope and validity of the proprietary rights of others. Patent litigation can be costly and time-consuming, and there can be
no  assurance  that  our  litigation  expenses  will  not  be  significant  in  the  future  or  that  the  outcome  of  litigation  will  be  favorable  to  us.
Accordingly, we may seek to settle some or all of our pending litigation described below. Settlement may include cross-licensing of the
patents which are the subject of the litigation as well as our other intellectual property and may involve monetary payments to or from
third parties.

We 

currently  hold  multiple 

including  CytoSorb®,  ECOS-300CY®,  VetResQ®,  HemoDefend™,
BetaSorb™,DrugSorb™, and  K+ontrolTM. We have spent considerable resources registering the trademark and building brand awareness
and equity of the CytoSorb® tradename, which has been used in commerce since 2006. We expect to maintain and defend our various
trademarks to the fullest extent possible.

trademarks 

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Environmental Matters

We believe that there are no compliance issues associated with applicable environmental laws and regulations that would have a
material adverse effect on us or our business. We incur waste removal costs in connection with both our solid and liquid wastes which are
byproducts  of  our  manufacturing  process.  We  utilize  the  services  of  various  qualified  contractors  to  dispose  of  these  waste  products.
These waste removal costs amounted to approximately $400,000 for the year ended December 31, 2021.

Employees

As  of  March  1,  2022,  we  had  221  full-time  and  part-time  employees.  We  also  utilize  consultants  and  temporary  service
providers who are not our employees, as necessary. None of our employees are represented by a labor union or are subject to collective-
bargaining agreements and we believe we have good relationships with our employees.

Item 1A.       Risk Factors

Risks Related to our Business and our Industry

We have a history of losses and expect to incur substantial future losses.

We have experienced substantial operating losses since inception. As of December 31, 2021, we had an accumulated deficit of
approximately $221,185,000, which included net losses of approximately $24,559,000, $7,837,000 and $19,266,000 for the years ended
December  31,  2021,  2020  and  2019,  respectively.  Our  losses  have  resulted  principally  from  costs  incurred  in  the  research  and
development  of  our  polymer  technology,  clinical  studies  and  general  and  administrative  expenses.  We  intend  to  conduct  significant
additional  research,  development,  and  clinical  study  activities  which,  together  with  expenses  incurred  for  the  establishment  of
manufacturing arrangements and a marketing and distribution presence and other general and administrative expenses, are expected to
result in continuing net losses for the foreseeable future. The amount of future losses and when, if ever, we will achieve profitability are
uncertain. Our ability to achieve profitability will depend, among other things, on continued adoption and usage of our products in the
market, obtaining additional regulatory approvals in markets not covered by the CE mark, establishing sales and marketing arrangements
with third parties, satisfactory reimbursement in key territories, and raising sufficient funds to finance our activities. No assurance can be
given  that  our  product  development  efforts  will  be  successful,  that  our  current  CE  Mark  will  enable  us  to  achieve  profitability,  that
additional regulatory approvals in other countries will be obtained, that any of our products will be manufactured at a competitive cost
and will be of acceptable quality, that reimbursement will be available or satisfactory, that we will be able to achieve profitability or that
profitability, if achieved, can be sustained, or our ability to raise additional capital when needed or on terms acceptable to us. Our failure
with respect to any or all of these matters would have a material adverse effect on our business, operating results, financial condition and
prospects.  

We may require additional capital in the future to fund our operations.

As of December 31, 2021, we had current assets of approximately $64,299,000, including cash, cash equivalents and restricted
cash on hand of approximately $53,825,000 and current liabilities of approximately $13,690,000. For year ended December 31, 2021,
our  cash  burn,  which  we  define  as  the  total  of  cash  used  in  operating  and  investing  activities  from  our  statement  of  cash  flows,  was
approximately  $18,286,000.    Our  current  and  historical  cash  burn  is  not  necessarily  indicative  of  our  future  use  of  cash  and  cash
equivalents.

We  are  currently  well-capitalized  but  may  require  additional  financing  in  the  future  in  order  to  complete  additional  clinical
studies  and  to  support  the  commercialization  of  our  proposed  products.  There  can  be  no  assurance  that  we  will  be  successful  in  our
capital raising efforts. The amount of long-term capital needed is expected to depend on many factors, including but not limited to:

● rate of sales growth and adoption of our products in the marketplace;
● product gross margin;
● continued progress and cost of our research and development programs;
● progress and costs associated with pre-clinical studies and clinical studies;
● the time and costs involved in obtaining regulatory clearance in other countries and/or for other indications;
● costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims;
● costs related to business development activities;
● costs of developing sales, marketing and distribution channels;
● market acceptance and reimbursement of our products; and

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● cost for training physicians and other health care personnel.

We have an effective shelf registration statement dated July 14, 2021 with the SEC which enables us to raise up to $150 million
in one or more offerings, through the issuance and sale of any combination of equity securities, debt securities, warrants and units. All of
this amount is available as we have not utilized the existing shelf.  As of December 31, 2021, $25 million of the total shelf amount was
allocated to our ATM facility, all of which is still available.

On July 24, 2020, the Company closed on the Offering of 6,052,631 shares of its common stock at a public offering price of
$9.50 per share.  The Company completed the Offering pursuant to the terms of an Underwriting Agreement, dated as of July 21, 2020,
by and among the Company and Cowen and Company, LLC and SVB Leerink LLC, as representatives of the several underwriters named
therein.  The  Company  received  gross  proceeds  of  approximately  $57.5  million  from  the  Offering.  After  deducting  the  underwriting
discounts and commissions and fees and expenses payable by the Company in connection with the Offering, the Company received net
proceeds of approximately $53.8 million.

On December 30, 2021, we entered into an Open Market Sale Agreement with Jefferies LLC (the “Sale Agreement”).  Pursuant
to the Sale Agreement we may offer to sell, from time to time, shares of our common stock, up to a maximum of $25,000,000.  There
were no sales pursuant to the Sale Agreement during the year ended December 31, 2021.

On  January  19,  2022  (the  “Fourth  Amendment  Closing  Date”),  the  Company  closed  on  the  Fourth  Amendment  (the  “Fourth
Amendment”)  of  its  Amended  Loan  and  Security  Agreement  with  Bridge  Bank.  Under  the  terms  of  the  Amendment,  the  Company
received a commitment from Bridge Bank to provide a new term loan of up to $15 million, if needed until December 31, 2022.

Despite the foregoing, we may require additional financing in the future. Should the financing we require be unavailable to us,
or  on  terms  unacceptable  to  us  when  we  require  it,  the  consequences  could  have  a  material  adverse  effect  on  our  business,  operating
results, financial condition and prospects.

In  addition,  in  the  event  that  additional  funds  are  obtained  through  arrangements  with  collaborative  partners  or  other  non-
dilutive  sources,  we  may  have  to  relinquish  economic  and/or  proprietary  rights  to  some  of  our  technologies  or  products  under
development that we would otherwise seek to develop or commercialize by ourselves. Such events may have a material adverse effect on
our business, operating results, financial condition and prospects.

A pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, may materially and adversely affect our business and
operations.

The outbreak of COVID-19 originated in Wuhan, China in December 2019 and has since spread around the globe. On March
11, 2020, the World Health Organization declared the outbreak a pandemic. The COVID-19 pandemic is affecting the United States and
global  economies  and  is  likely  to  continue  to  affect  our  operations  and  those  of  third  parties  on  which  we  rely,  including  by  causing
disruptions  in  our  global  supply  chain,  our  ability  to  obtain  raw  materials,  the  manufacturing  of  and  short-term  demand  for  our  lead
product, CytoSorb, the commercialization of CytoSorb, our research and development activities and the conduct of current and future
clinical trials. In addition, the COVID-19 pandemic has affected and is likely to continue to affect the operations of the U.S. Food and
Drug  Administration  and  other  health  authorities,  which  could  result  in  delays  of  reviews  and  approvals,  including  with  respect  to
CytoSorb and our product candidates. The evolving COVID-19 pandemic has impacted and is likely to continue to directly or indirectly
impact our clinical trials, including but not limited to, the anticipated completion date of these trials and the pace of enrollment in our
clinical trials for at least the next several months and possibly longer as patients may avoid or may not be able to travel to healthcare
facilities and physicians’ offices unless due to a health emergency and clinical trial staff can no longer get to the clinic. Such facilities
and offices have and may continue to be required to focus limited resources on non-clinical trial matters, including treatment of COVID-
19  patients,  and  may  not  be  available,  in  whole  or  in  part,  for  clinical  trial  services.  There  may  be  new  or  further  delays  in  patient
enrollment  in  the  PROCYSS,  Hep-On-Fire  and  STAR  clinical  trials.  For  example,  in  April  2021  we  stopped  the  TISORB  single  arm
study  due  to  continued  delays  and  poor  enrollment  caused  by  the  COVID-19  pandemic  in  the  U.K.,  in  favor  of  redirecting  those
resources to the U.S. STAR-T randomized, controlled trial. In addition, employee disruptions and remote working environments related
to the COVID-19 pandemic and the federal, state and local responses to such virus, could materially impact the efficiency and pace with
which we work and develop our product candidates, our ability to execute and invoice upon government grants and contracts, and the
manufacturing of CytoSorb. As of the date of this filing, our manufacturing facilities remain operational and we have resumed certain
research  and  development  activities  that  were  temporarily  suspended  as  a  result  of  the  COVID-19  pandemic,  however  we  have
experienced,  and  may  continue  to  experience,  challenges  in  hiring  necessary  staff  members  to  conduct  our  research  and  development
activities, including technical staff. We have also experienced, and may continue to experience, disruptions in our blood supply used for
research purposes and we cannot predict when this supply will stabilize. Further, while the potential economic impact brought on by,

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and  the  duration  of,  the  COVID-19  pandemic  is  difficult  to  assess  or  predict,  the  impact  of  the  COVID-19  pandemic  on  the  global
financial  markets  may  reduce  our  ability  to  access  capital,  which  could  negatively  impact  our  short-term  and  long-term  liquidity.
Additionally,  the  stock  market  has  been  unusually  volatile  during  the  COVID-19  outbreak  and  such  volatility  may  continue.  Macro
factors  have  impacted,  and  may  continue  to  negatively  impact,  our  critical  care  and  cardiac  surgery  markets,  including  in  certain
geographies such as Germany. For example, increased hospital restrictions resulting in decreased access of our sales representatives to
hospitals and fewer sales meetings with physicians resulted in lower-than-expected sales of CytoSorb during the year ended December
31, 2021 and may contribute to lower-than-expected sales of CytoSob in the future. To date, during certain periods of the COVID-19
pandemic, our stock price fluctuated significantly, and such fluctuation will likely continue to occur. The ultimate impact of the COVID-
19 pandemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business,
financing  or  clinical  trial  activities  or  on  healthcare  systems  or  the  global  economy  as  a  whole.  However,  these  effects  could  have  a
material impact on our liquidity, capital resources, operations and business and those of the third parties on which we rely. The Company
estimated that approximately $6.3 million and $9.4 million of its 2021 and 2020 product sales, respectively, were related to the treatment
of COVID-19 patients. As the pandemic continues to ease, it is uncertain whether the Company will be able to replace some or all of this
revenue in the future.

Our operating results are subject to seasonal fluctuation.

Our total revenue and product sales are subject to seasonal fluctuation. Our sales seasonality is affected by a number of factors,
including  but  not  limited  to,  hospital  budgets  and  buying  patterns,  customer  and  healthcare  worker  vacation  schedules,  religious,
national, and state holidays, scientific and medical conference schedules, seasonal illnesses such as influenza, seasonal or weather-related
differences  in  hospital  admissions  and  the  timing  of  insurance  benefits,  among  others.  Our  normal  seasonality  cycle  has  also  been
impacted by the COVID-19 pandemic and related events, making it more difficult to predict and determine a more consistent seasonality
trend.  See  “A  pandemic,  epidemic  or  outbreak  of  an  infectious  disease,  such  as  COVID-19,  may  materially  and  adversely  affect  our
business and operations.” As a result, seasonality has had, and we expect it to continue to have, an impact on our results of operations.

Although historically we have been a research and development company, we are in the process of commercializing our products.
There can be no assurance that we will be successful in developing and expanding commercial operations or balancing our research
and development activities with our commercialization activities.

We  have  historically  been  engaged  primarily  in  research  and  development  activities  and  have  generated  limited  revenues  to
date. With the launch of our CytoSorb product in the EU and elsewhere, there can be no assurance that we will be able to successfully
manage the balance of our research and development operations with our planned commercial enterprise. Potential investors should be
aware  of  the  problems,  delays,  expenses  and  difficulties  frequently  encountered  by  an  enterprise  in  balancing  development,  which
include  unanticipated  problems  relating 
testing,  product  registration,  regulatory  compliance  and  manufacturing,  with
commercialization,  which  includes  problems  with  market  adoption,  reimbursement,  marketing  problems  and  additional  costs.  Our
products  and  product  candidates  will  require  significant  additional  research  and  testing,  and  we  will  need  to  overcome  significant
regulatory  burdens  prior  to  commercialization  in  other  countries,  such  as  the  U.S.,  and  for  ongoing  compliance  for  our  CE  Mark.
Although we believe we are currently well-capitalized, we may need to raise additional funds to complete additional clinical studies and
obtain  regulatory  approvals  in  other  countries  before  we  can  begin  selling  our  products  in  markets  not  covered  by  our  CE  Mark.  In
addition,  we  may  be  required  to  spend  significant  funds  on  building  out  and  expanding  our  commercial  operations.  There  can  be  no
assurance  that  after  the  expenditure  of  substantial  funds  and  efforts,  we  will  successfully  develop  and  commercialize  any  products,
generate any significant revenues or ever achieve and maintain a substantial level of sales of our products. 

to 

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If users of our products are unable to obtain adequate reimbursement from third-party payers, or if reimbursement is not available in
specific  countries,  or  if  new  restrictive  legislation  is  adopted,  market  acceptance  of  our  products  may  be  limited  and  we  may  not
achieve anticipated revenues. 

The  continuing  efforts  of  government  and  insurance  companies,  health  maintenance  organizations  and  other  payers  of
healthcare  costs  to  contain  or  reduce  costs  of  health  care  may  affect  our  future  revenues  and  profitability,  the  future  revenues  and
profitability  of  our  potential  customers,  suppliers  and  collaborative  partners,  and  the  availability  of  capital.  For  example,  in  certain
foreign markets, pricing or profitability of medical devices is subject to government control. In the United States, given recent federal
and  state  government  initiatives  directed  at  lowering  the  total  cost  of  health  care,  the  U.S.  Congress  and  state  legislatures  will  likely
continue to focus on health care reform, the cost of medical devices and on the reform of the Medicare and Medicaid systems. While we
cannot predict whether any such legislative or regulatory proposals will be adopted, the announcement or adoption of these proposals
could materially harm our business, financial condition and results of operations.

Our ability to commercialize our products will depend in part on the extent to which appropriate reimbursement levels for the
cost of our products and related treatment are obtained by governmental authorities, private health insurers and other organizations, such
as  health  maintenance  organizations  (“HMOs”).  Third-party  payers  are  increasingly  challenging  the  prices  charged  for  medical  care.
Also, the trend toward managed health care in the United States and the concurrent growth of organizations such as HMOs, which could
control  or  significantly  influence  the  purchase  of  health  care  services  and  medical  devices,  as  well  as  legislative  proposals  to  reform
health care or reduce government insurance programs, may all result in lower prices for our products. The cost containment measures
that health care payers and providers are instituting and the effect of any health care reform could materially harm our ability to operate
profitably.

Outside  of  the  United  States,  reimbursement  systems  vary  significantly  by  country.  Many  foreign  markets  often  have  a
combination  of  government-managed  and  privately-managed  healthcare  systems  that  govern  reimbursement  for  medical  devices  and
related procedures. Socialized medicine is common in the EU, and reimbursement and the pricing of medical devices is generally subject
to  governmental  control.  Application  for  reimbursement,  subsequent  approvals,  if  any,  and  pricing  negotiations  with  governmental
authorities can take considerable time after a device has been CE marked. Private insurance has similar challenges. CytoSorb is currently
reimbursed in Germany under government-funded insurance, and in other countries may be covered under the diagnosis-related group
(“DRG”),  or  “lump  sum  payment”  reimbursement,  or  other  generalized  reimbursement  for  acute  care  medical  products.  We  are
continuously working to obtain or improve upon the type and amount of reimbursement available to us in countries where CytoSorb is
available, and as we attempt to move from an existing reimbursement platform to a new reimbursement platform, we may experience
interruptions  and/or  reductions  in  the  amount  available  for  reimbursement.  Because  of  this,  there  can  be  no  assurance  that  new
reimbursement will be obtained or that existing reimbursement will continue or that such reimbursement will be sufficient to adequately
cover the cost of the device or treatment. As a result, our future revenues, profitability and access to capital may be negatively affected
by any interruption or reduction in amounts of reimbursement. We plan to seek reimbursement for our product in other EU and non-EU
countries to help further adoption. There can be no assurance when, or if, this additional reimbursement might be approved.

We depend upon key personnel who may terminate their employment with us at any time.

As of March 1, 2022, we had 221 full-time and part-time employees as well as several consultants and temporary employees.
Our success will depend to a significant degree upon the continued services of our key management team and advisors, including, Dr.
Phillip  Chan,  our  Chief  Executive  Officer;  Kathleen  P.  Bloch,  our  Chief  Financial  Officer;  Vincent  Capponi,  our  President  and  Chief
Operating Officer and Dr. Efthymios Deliargyris, our Chief Medical Officer. On July 30, 2019, we 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, Chief Financial Officer. Each of the agreements had an initial term of three years
and  were  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 expires on December 31, 2021. After the expiration of the initial terms, the employment agreements 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.  The
employment agreements for the Named Executive Officers above have automatically renewed for another year term. There can be no
assurance that key management personnel or other members of our management team and advisors will continue to provide services to
us. In addition, our success will depend on our ability to attract and retain other highly skilled personnel. We may be unable to recruit
such personnel on a timely basis, if at all. Management and other employees may voluntarily terminate their employment with us at any
time.  Additionally,  the  increasing  demand  for  qualified  personnel  may  make  it  more  difficult  for  us  to  attract  and  retain  qualified
employees.  Changing  demographics  and  labor  work  force  trends  may  make  it  difficult  for  us  to  replace  departing  employees  at  our
manufacturing  and  other  facilities  and  we  may  experience  increased  turnover  rates.  U.S.  labor  market  conditions  are  currently
challenging and labor shortages have been exacerbated by the COVID-19 pandemic. These conditions are expected to persist into 2022

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and  may  lead  to  higher  labor  costs.  If  we  fail  to  attract  and  retain  qualified  personnel,  or  if  we  experience  labor  shortages,  we  may
experience  higher  costs  and  other  difficulties.  The  loss  of  services  of  key  personnel,  or  the  inability  to  attract  and  retain  additional
qualified  personnel,  could  result  in  delays  in  development  or  approval  of  our  products,  loss  of  sales  and  diversion  of  management
resources.

Acceptance of our medical devices in the marketplace is uncertain, and failure to achieve market acceptance will prevent or delay our
ability to generate revenues.

Our future financial performance will depend, at least in part, upon the introduction and customer acceptance of our products.
Even  with  CE  mark  approval  for  our  CytoSorb  device  as  a  cytokine  adsorber,  our  products  and  product  candidates  may  not  achieve
market acceptance in the countries that recognize and accept the CE mark. Additional approvals from other regulatory authorities (such
as the FDA) will be required before we can market our device in countries not covered by the CE mark. There is no guarantee that we
will  be  able  to  achieve  additional  regulatory  approvals,  and  even  if  we  do,  our  products  may  not  achieve  market  acceptance  in  the
countries covered by such approvals. The degree of market acceptance will depend upon a number of factors, including:

·
·
·

·
·
·

the receipt of regulatory clearance of marketing claims for the uses that we are developing;
the establishment and demonstration of the advantages, safety and efficacy of our polymer technology;
pricing and reimbursement policies of government and third-party payers such as insurance companies, health maintenance
organizations and other health plan administrators;
the development by our competitors of products or product candidates that are similar or identical to ours;
our ability to attract corporate partners, including medical device companies, to assist in commercializing our products; and
our ability to effectively market our products.

Physicians, patients, payers or the medical community in general may be unwilling to accept, utilize or recommend any of our
products. Approval of our CytoSorb device as a cytokine adsorber as well as the data we have gathered in our clinical studies to support
device  usage  in  this  indication  may  not  be  sufficient  for  market  acceptance  in  the  medical  community.  We  may  also  need  to  conduct
additional  clinical  studies  to  gather  additional  data  for  marketing  purposes.  If  we  are  unable  to  obtain  regulatory  approval  or
commercialize and market our products when planned, we may not achieve any market acceptance or generate revenue.

If  we  are  unable  to  obtain  and  maintain  patent  protection  for  our  products  and  product  candidates,  or  if  the  scope  of  the  patent
protection  obtained  is  not  sufficiently  broad,  our  competitors  could  develop  and  commercialize  products  and  product  candidates
similar  or  identical  to  ours,  and  our  ability  to  successfully  commercialize  our  products  and  product  candidates  may  be  adversely
affected.

Our commercial success will depend, in part, on our ability to obtain and maintain patent protection in the United States and
other  countries  with  respect  to  our  products  and  product  candidates.  We  seek  to  protect  our  proprietary  position  by  filing  patent
applications in the United States and abroad related to our products and product candidates that are important to our business. We cannot
be certain that patents will be issued or granted with respect to applications that are currently pending or that we apply for in the future
with respect to one or more of our products and product candidates, or that issued or granted patents will not later be found to be invalid
and/or unenforceable.

The patent prosecution process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or
desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects
of  our  research  and  development  output  before  it  is  too  late  to  obtain  patent  protection.  Although  we  enter  into  non-disclosure  and
confidentiality  agreements  with  parties  who  have  access  to  patentable  aspects  of  our  research  and  development  output,  such  as  our
employees,  distribution  partners,  consultants,  advisors  and  other  third  parties,  any  of  these  parties  may  breach  the  agreements  and
disclose such output before a patent application is filed, thereby jeopardizing our ability to seek patent protection.

The patent position of medical device companies generally is highly uncertain, involves complex legal and factual questions and
has in recent years been the subject of much litigation. As a result, the issuance, scope, validity, enforceability and commercial value of
our  patent  rights  are  highly  uncertain.  Our  pending  and  future  patent  applications  may  not  result  in  patents  being  issued,  and  even  if
issued,  the  patents  may  not  meaningfully  protect  our  products  or  product  candidates,  effectively  prevent  competitors  and  third  parties
from  commercializing  competitive  products  or  otherwise  provide  us  with  any  competitive  advantage.  Our  competitors  or  other  third
parties may be able to circumvent our patents by developing similar or alternative products in a non-infringing manner.

Changes  in  the  patent  laws,  implementing  regulations  or  interpretation  of  the  patent  laws  in  the  United  States  and  other
countries may also diminish the value of our patents or narrow the scope of our patent protection. The laws of foreign countries may not
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our rights to the same extent as the laws of the United States, and many companies have encountered significant difficulties in protecting
and defending such rights in foreign jurisdictions.

We  cannot  be  certain  that  our  patents  and  patent  rights  will  be  effective  in  protecting  our  products,  product  candidates  and
technologies. In addition, our existing patents are scheduled to expire between 2022 and 2038. Failure to protect such assets may have a
material adverse effect on our business, operations, financial condition and prospects.

We may face litigation from third parties claiming that our products infringe on their intellectual property rights, or seek to challenge
the validity of our patents.

Our future success is also dependent in part on the strength of our intellectual property, trade secrets and know-how, which have
been developed from years of research and development. In addition to the previously settled “Purolite” litigation discussed below, we
may be exposed to additional future litigation by third parties seeking to challenge the validity of our rights based on claims that our
technologies, products or activities infringe the intellectual property rights of others or are invalid, or that we have misappropriated the
trade secrets of others.

Since our inception, we have sought to contract with large, established manufacturers to supply commercial quantities of our
adsorbent polymers. As a result, we have disclosed, under confidentiality agreements, various aspects of our technology with potential
manufacturers. We believe that these disclosures, while necessary for our business, have resulted in the attempt by potential suppliers to
improperly assert ownership claims to our technology in an attempt to gain an advantage in negotiating manufacturing rights.

We  previously  engaged  in  discussions  with  the  Brotech  Corporation  and  its  affiliate,  Purolite  International,  Inc.  (collectively
referred to as “Purolite”), which had demonstrated a strong interest in being our polymer manufacturer. For a period of time beginning in
December 1998, Purolite engaged in efforts to develop and optimize the manufacturing process needed to produce our polymer products
on  a  commercial  scale.  However,  the  parties  eventually  decided  not  to  proceed.  In  2003,  Purolite  filed  a  lawsuit  against  us  asserting,
among other things, co-ownership and co-inventorship of certain of our patents. On September 1, 2006, the United States District Court
for the Eastern District of Pennsylvania approved a Stipulated Order and Settlement Agreement under which we and Purolite agreed to
the  settlement  of  the  action.  The  Settlement  Agreement  provides  us  with  the  exclusive  right  to  use  our  patented  technology  and
proprietary know how relating to adsorbent polymers for a period of 18 years. Under the terms of the Settlement Agreement, we have
agreed to pay Purolite royalties of 2.5% to 5% on the sale of certain of our products through 2024, after which time no royalties will be
due under this settlement agreement.

The expiration or loss of patent protection may adversely affect our future revenues and operating earnings.

We  rely  on  patent,  trademark,  trade  secret  and  other  intellectual  property  protection  in  the  discovery,  development,
manufacturing,  and  sale  of  our  products  and  product  candidates.  In  particular,  patent  protection  is  important  in  the  development  and
eventual  commercialization  of  our  products  and  product  candidates.  Patents  covering  our  products  and  product  candidates  normally
provide market exclusivity, which is important in order for our products and product candidates to become profitable.

Our existing patents are scheduled to expire between 2022 and 2038. While we are seeking additional patent coverage which
may protect the technology underlying these patents, there can be no assurances that such additional patent protection will be granted, or
if granted, that these patents will not be infringed upon or otherwise held enforceable. Even if we are successful in obtaining a patent,
patents have a limited lifespan. In the United States, the natural expiration of a utility patent typically is generally 20 years after it is
filed.  Various  extensions  may  be  available;  however,  the  life  of  a  patent,  and  the  protection  it  affords,  is  limited.  Without  patent
protection for our products and product candidates, we may be open to competition from generic versions of such methods and devices.

We have commenced the process of seeking regulatory approvals of our products and product candidates, but the approval process
involves  lengthy  and  costly  clinical  studies  and  is,  in  large  part,  not  in  our  control.  The  failure  to  obtain  government  approvals,
internationally or domestically, for our products and product candidates, or to comply with ongoing governmental regulations could
prevent, delay or limit introduction or sale of our products and result in the failure to achieve revenues or maintain our operations.

CytoSorb  has  already  achieved  marketing  authorization  in  the  EU  under  the  CE  marking  process  and  the  Medical  Devices
Directive.  It  is  manufactured  at  our  manufacturing  facility  in  New  Jersey  under  ISO  13485  Full  Quality  Systems  certification.  The
manufacturing and marketing of our products is subject to extensive and rigorous government regulation in the EU, as well as in the U.S.
and in other countries. In the U.S. and other countries, the process of obtaining and maintaining required regulatory approvals is lengthy,
expensive, and uncertain. There can be no assurance that we will ever obtain the necessary additional approvals to sell our products in
the United States or other non-EU countries. Even if we do ultimately receive FDA approval or clearance for any of our

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products, we will be subject to extensive ongoing regulation. While we have received approval from our notified body to apply the CE
mark to our CytoSorb device, we will be subject to extensive ongoing regulation and auditing requirements to maintain the CE mark.

Our products are subject to international regulation as medical devices under the Medical Devices Directive and, once our CE
Mark under MDD expires in May 2024 will be subject to the new European Union Medical Device Regulation ("MDR"). In Europe,
which we expect to provide the initial market for our products, the notified body and Competent Authority govern, where applicable,
development,  clinical  studies,  labeling,  manufacturing,  registration,  notification,  clearance  or  approval,  marketing,  distribution,  record
keeping, and reporting requirements for medical devices. Different regulatory requirements may apply to our products depending on how
they are categorized by the notified body under these laws. Current international regulations classify our CytoSorb device as a Class IIb
device. Even though we have received CE mark certification of the CytoSorb device, there can be no assurance that we will be able to
continue to comply with the required annual auditing requirements or other international regulatory requirements that may be applicable.
In addition, there can be no assurance that government regulations applicable to our products or the interpretation of those regulations
will not change. The extent of potentially adverse government regulation that might arise from future legislation or administrative action
cannot be predicted. There can be no assurances that reimbursement will be granted or that additional clinical data will be required to
establish reimbursement.

If we fail to maintain the CE Mark in the European Union, we will not be able to commercially sell and market CytoSorb.

In  March  2011,  CytoSorb,  was  “CE  marked”  in  the  EU  as  an  extracorporeal  cytokine  adsorber  indicated  for  use  in  clinical
situations where cytokines are elevated, allowing for commercial marketing. The CE Mark demonstrates that a conformity assessment
has been carried out and the product complies with the Medical Devices Directive. A re-certification audit was conducted in April 2019.
The successful completion of this audit CE-certifies CytoSorb under the current Medical Device Directive (93/42/EEC) until May 2024.
Prior to the expiration of such certificate, we will apply for certification under the new Medical Devices Regulation (MDR). Failure to
certify CytoSorb under the Medical Devices Regulation will prevent us from using the CE mark for commercial distribution of CytoSorb
in the European Union. Any new product that we submit for the CE Mark after August 2019 must be approved under the new Medical
Devices Regulation.

Furthermore, if:

·
·
·
·

we are not able to obtain re-certification for CytoSorb’s current use;
we are not able to do so in time before the existing certificate expires;
CytoSorb does not meet the new (and more stringent) requirements under the Medical Devices Regulation; or
any variation in the uses for which the CE Mark has been affixed CytoSorb requires us to perform further research or
to  modify  the  technical  documentation  required  to  affix  the  CE  Mark,  our  revenues  and  operating  results  could  be
adversely affected and our reputation could be harmed.

We may pursue various indications for our product candidates, and they may be subject to different FDA regulatory pathways for
marketing authorization, and under the jurisdiction of different FDA review divisions within the FDA’s Office of Device Evaluation.

As  we  seek  to  determine  commercially  viable  indications  for  our  product  candidates,  we  may  consider  pursuing  a  variety  of
indications  that  may  be  approved  through  one  of  several  different  FDA  regulatory  clearance  or  approval  pathways,  and  under  the
jurisdiction of different FDA review divisions within the FDA’s Office of Device Evaluation. We expect the pathways available to us will
be impacted by the FDA regulatory history of the category of “sorbent hemoperfusion systems” and our options may also be impacted by
the  FDA’s  interpretations  and  application  of  these  and  other  regulatory  standards  to  our  product  candidates.  The  regulatory  pathways
available to us may impact the level and type of data necessary to support our applications, and the post-marketing requirements to which
we and our products will be subject.

Inadequate funding for the FDA, the SEC and other government agencies could hinder their ability to hire and retain key leadership
and other personnel, prevent new products and services from being developed or commercialized in a timely manner, affect whether
government  agencies  promptly  pay  amounts  awarded  under  grants  from  such  agencies,  or  otherwise  prevent  those  agencies  from
performing normal business functions on which the operation of our business may rely, which could negatively impact our business.

The ability of the FDA to review and approve new drugs and medical devices can be affected by a variety of factors, including
government  budget  and  funding  levels,  ability  to  hire  and  retain  key  personnel  and  accept  the  payment  of  user  fees,  and  statutory,
regulatory,  and  policy  changes.  Average  review  times  at  the  FDA  have  fluctuated  in  recent  years  as  a  result.  In  addition,  government
funding  of  the  SEC  and  other  government  agencies  on  which  our  operations  may  rely,  including  those  that  fund  research  and
development activities is subject to the political process, which is inherently fluid and unpredictable.

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Disruptions at the FDA and other agencies may also slow the time necessary for new drugs and medical devices to be reviewed
and/or approved by necessary government agencies as well as affect whether we receive timely payment of amounts awarded to us under
grants and contracts with government agencies, including DARPA, which would adversely affect our business. For example, over the last
several years, including from December 22, 2018 until January 25, 2019, the U.S. government has shut down several times and certain
regulatory agencies, such as the FDA and the SEC, have had to furlough critical FDA, SEC and other government employees and stop
critical activities. If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timely review and
process our regulatory submissions, which could have a material adverse effect on our business. Further, in our operations as a public
company, future government shutdowns could impact our ability to access the public markets and obtain necessary capital in order to
properly capitalize and continue our operations.

Clinical study results for our CytoSorb  and/or DrugSorb-ATR device may not be indicative of our future clinical study results, and
we cannot assure you that any clinical study results will lead to results sufficient for necessary regulatory clearances or product sales.
Additionally,  clinical  and  pre-clinical  data  is  susceptible  to  varying  interpretations,  which  could  delay,  limit,  reduce,  or  prevent
additional regulatory clearances or product sales.

To date, we have conducted limited clinical studies on our CytoSorb and DrugSorb-ATR product. There can be no assurance
that we will successfully complete additional clinical studies or that our current or future clinical studies will lead to results necessary to
receive additional regulatory approvals in markets not covered by the CE Mark. While clinical studies conducted by us and others have
produced  results  we  believe  to  be  encouraging,  data  already  obtained,  or  in  the  future  obtained,  from  pre-clinical  studies  and  clinical
studies  do  not  necessarily  predict  the  results  that  will  be  obtained  from  later  pre-clinical  studies  and  clinical  studies.    CytoSorb,
DrugSorb-ATR and our other products and product candidates may fail to show the desired safety and efficacy in clinical development
despite  positive  results  in  previous  studies,  which  could  result  in  decreased  sales  of  our  products  and  product  candidates  and  have  an
adverse  effect  on  our  business  and  results  of  operations.  Moreover,  pre-clinical  and  clinical  data  are  susceptible  to  varying
interpretations, which could delay, limit or prevent additional regulatory approvals in markets not covered by the CE Mark. A number of
companies in the medical device and pharmaceutical industries have suffered significant setbacks in advanced clinical studies, even after
promising results in earlier studies. The failure to adequately demonstrate the safety and effectiveness of CytoSorb, DrugSorb-ATR or
another product under development could delay or prevent regulatory clearance of the device, resulting in delays to commercialization,
and could materially harm our business and results of operations. Even though we have received approval to apply the CE Mark to our
CytoSorb device as a cytokine adsorber, there can be no assurance that we will be able to receive approval under the MDR for other
potential applications of CytoSorb, or that we will receive regulatory clearance or marketing approval from authorities in other targeted
regions or countries.

We rely extensively on research and testing facilities at various universities and institutions, which could adversely affect us should
we  lose  access  to  those  facilities.  At  the  same  time,  relationships  with  these  individuals  and  entities  are  the  subject  of  heightened
scrutiny and may present the potential for future healthcare enforcement risk.

Although we have our own research laboratories and clinical facilities, we collaborate with numerous institutions, universities
and commercial entities to conduct research and studies of our products. We currently maintain a good working relationship with these
parties.  However,  should  the  situation  change,  the  cost  and  time  to  establish  or  locate  alternative  research  and  development  facilities
could  be  substantial  and  delay  gaining  CE  Mark  for  other  potential  applications  of  our  products,  our  other  product  candidates  or
technologies,  and/or  FDA  approval  and  commercializing  our  products.  In  addition,  our  interactions,  communications,  and  financial
relationships with these individuals and entities present future healthcare enforcement risks.

We  are  and  will  be  exposed  to  product  liability  risks,  and  clinical  and  preclinical  liability  risks,  which  could  place  a  substantial
financial burden upon us should we be sued.

Our business exposes us to potential product liability and other liability risks that are inherent in the testing, manufacturing and
marketing  of  medical  devices.  We  cannot  be  sure  that  claims  will  not  be  asserted  against  us.  A  successful  liability  claim  or  series  of
claims brought against us could have a material adverse effect on our business, financial condition and results of operations.

We  cannot  give  assurances  that  we  will  be  able  to  continue  to  obtain  or  maintain  adequate  product  liability  insurance  on
acceptable terms, if at all, or that such insurance will provide adequate coverage against potential liabilities. Claims or losses in excess of
any product liability insurance coverage that we may obtain could have a material adverse effect on our business, financial condition and
results of operations.

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Certain university and other relationships are important to our business and may potentially result in conflicts of interests.

We work with many medical and clinical advisors in critical care, cardiac surgery, trauma, and other areas who are associated
with  healthcare  institutions.  Their  association  with  these  institutions  may  currently  or  in  the  future  involve  conflicting  interests  in  the
event they or these institutions enter into consulting or other arrangements with competitors of ours.

We have limited manufacturing experience and capabilities, we may not be able to manufacture sufficient quantities at an acceptable
cost or quality, or without shut-downs or delays.

In March 2011, we received approval from our notified body to apply the CE Mark to our CytoSorb device for commercial sale
as  a  cytokine  adsorber.  We  also  achieved  ISO  13485:2003  Full  Quality  Systems  certification,  and  have  since  upgraded  to  ISO
13485:2016  Full  Quality  Systems  certification,  an  internationally  recognized  quality  standard  designed  to  ensure  that  medical  device
manufacturers  have  the  necessary  comprehensive  management  systems  in  place  to  safely  design,  develop,  manufacture  and  distribute
medical devices in the EU. We manufacture CytoSorb at our manufacturing facilities in New Jersey for sale in the EU and around the
world, as well as for additional clinical studies. Manufacturers and manufacturers’ facilities are required to comply with extensive FDA
requirements, including ensuring that quality control and manufacturing procedures conform to current Good Manufacturing Practices
(“cGMP”) for medical devices, as set forth in the QSR.  As such, we are subject to continual review and periodic inspections to assess
compliance  with  cGMP/QSR  requirements  as  required  by  our  International  notified  body.   Accordingly,  we  must  continue  to  expend
time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control. We have limited
experience in establishing, supervising and conducting commercial manufacturing. If we or the third-party manufacturers of our products
fail to adequately establish, supervise and conduct all aspects of the manufacturing processes, we may not be able to commercialize our
products on a timely basis, or at all.

In the second quarter of 2018 we quadrupled our manufacturing capacity upon the official completion of the expansion of our
CytoSorb manufacturing facility in New Jersey. In connection with the increased demand for the CytoSorb device to treat COVID-19
patients, our commercial distribution of CytoSorb has been, and may continue to be, delayed. Supply issues remain a potential cause of
delay  due  to  impact  on  COVID-19  on  our  material  and  logistics  suppliers.  In  an  attempt  to  reduce  such  delays,  we  have  scaled,  and
preordered  materials  where  possible  to  minimize  disruptions  in  supply  and  will  likely  need  to  continue  to  scale  up  and  increase  our
manufacturing capabilities in the future. To the extent we are required to expand our manufacturing capabilities, including the use of new
or  additional  manufacturing  facilities,  our  production  may  be  delayed  as  we  seek  compliance  with  regulatory  requirements.      No
assurance can be given that we will be able to successfully source or leverage new manufacturing facilities or, once sourced, scale up
such manufacturing facilities, and do so at an acceptable cost or quality,  or that we will have sufficient financial or technical resources to
do so on a timely basis or at all.

Due to our limited marketing, sales and distribution experience, we may be unsuccessful in our efforts to sell our products.

We expect to enter into agreements with third parties for the commercial marketing, and distribution of our products. There can

be no assurance that parties we may engage to market and distribute our products will:

·
·
·

satisfy their financial or contractual obligations to us;
adequately market our products; or
not offer, design, manufacture or promote competing products.

If for any reason any party we engage is unable or chooses not to perform its obligations under our marketing and distribution

agreement, we would experience delays in product sales and incur increased costs, which would harm our business and financial results.

Our results of operations can be significantly affected by foreign currency fluctuations and regulations.

A  significant  portion  of  our  revenues  is  currently  derived  in  the  local  currencies  of  the  foreign  jurisdictions  in  which  our
products are sold. Accordingly, we are subject to risks relating to fluctuations in currency exchange rates. In the future, and especially as
we  further  expand  our  sales  efforts  in  international  markets,  our  customers  will  increasingly  make  payments  in  non-U.S.  currencies.
Fluctuations in foreign currency exchange rates could affect our revenues, operating costs and operating margins. In addition, currency
devaluation can result in a loss to us if we hold deposits of that currency or if it reduces the cost-competitiveness of our products. We
cannot predict the effect of future exchange rate fluctuations on our operating results.

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If we are unable to convince physicians and other health care providers as to the benefits of our products, we may incur delays or
additional expense in our attempt to establish market acceptance.

Broad use of our products may require physicians and other health care providers to be informed about our products and their
intended benefits, often supported by clinical data. The time and cost of such an educational process, and obtaining such clinical data
may  be  substantial.  Inability  to  successfully  carry  out  this  education  process,  or  obtain  adequate  positive  clinical  data,  may  adversely
affect market acceptance of our products. We may be unable to educate physicians regarding our products in sufficient numbers or in a
timely manner to achieve our marketing plans or to achieve product acceptance. Any delay in physician education may materially delay
or reduce demand for our products. In addition, we may expend significant funds towards physician education before any acceptance or
demand for our products is created, if at all.

The  market  for  our  products  is  rapidly  changing  and  competitive,  and  new  devices  and  drugs,  which  may  be  developed  by  others,
could impair our ability to maintain and grow our business and remain competitive.

The medical device and pharmaceutical industries are subject to rapid and substantial technological change. Developments by
others may render our technologies and products noncompetitive or obsolete. We also may be unable to keep pace with technological
developments and other market factors. Technological competition from medical device, pharmaceutical and biotechnology companies,
universities, governmental entities and others diversifying into the field is intense and is expected to increase. Many of these entities have
significantly  greater  research  and  development  capabilities  and  budgets  than  we  do,  as  well  as  substantially  more  marketing,
manufacturing, financial and managerial resources. These entities represent significant competition for us.

Our business could be harmed by adverse economic conditions in Germany, our primary geographical market, or by economic and/or
political instability in the EU or elsewhere caused by Brexit, trade conflicts, or other factors.

For the year ended December 31, 2021, we derived a majority of our net product sales from sales in Germany. Despite modest
European  and  global  growth,  there  are  many  economic  and  political  issues  that  could  negatively  impact  the  health  of  Germany’s
economy, the broader EU economy, and the world economy overall. Examples include the uncertainty over the implications of the United
Kingdom’s exit from the EU, also known as “Brexit,” economic instability in a number of EU member countries, and changes in the
political leadership in the EU and United States. Germany and other European countries face additional risks to their local economies,
some of which include the impact of foreign exchange fluctuations, unemployment, tightening of monetary policy, the economic burden
of  immigration,  diminished  liquidity  and  reliance  on  debt,  the  rising  cost  of  healthcare,  and  other  factors.  In  addition,  the  German
government, insurance companies, health maintenance organizations and other payers of healthcare costs continue to focus on healthcare
reform and containment of healthcare costs. We cannot predict whether Germany’s economy will continue to grow or decline consistent
with the overall global economy, which decline would negatively impact the demand for medical devices and healthcare technologies
generally and lead to reduced spending on the products we provide. In addition, continued healthcare cost containment efforts may result
in lower prices and a reduction or elimination of reimbursement for our products. Due to the concentration of our product sales in this
country, any of the foregoing may have a negative impact on our revenues, business operations and financial condition.

Significant  economic  downturns  or  international  trade  disruptions  or  disputes  could  adversely  affect  our  business  and  operating
results.

Significant  portions  of  our  business  are  conducted  in  Europe,  including  the  U.K.;  Asia;  and  other  international  geographies.
Interruptions  in  international  relationships  such  as  the  recent  exit  by  the  U.K.  from  the  EU,  or  the  rapidly  evolving  conflict  between
Russia  and  Ukraine,  and  trade  disputes  such  as  the  current  trade  negotiations  between  the  U.S.  and  China,  could  result  in  changes  to
regulations governing our products and our intellectual property, disruption of our manufacturing or commercial operations, our inability
to  timely  engage  with  and  collect  payment  from  customers  in  Russia  and  other  affected  regions,  or  otherwise  affect  our  ability  to  do
business.  Additionally,  global  events  such  as  the  current  COVID-19  coronavirus  pandemic  and  the  conflict  in  Ukraine,  that  have  or
could,  slow  worldwide  economies,  disrupt  travel  and  trade,  and  destabilize  financial  markets,  may  interfere  with  our  ability  to  raise
capital, sell and market our products, obtain reimbursement and payment of our products, or reduce the ability of our customers to pay
for our product. Although these global problems transcend our company and afflict companies across industries and borders, these and
similar events could adversely affect us, or our business partners or customers.

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Our  business  may  be  negatively  affected  if  the  United  States  and/or  the  countries  in  which  we  sell  our  products  participate  in
wars, military actions or are otherwise the target of international terrorism.

Involvement in a war or other military action or international acts of terrorism may cause significant disruption to commerce
throughout the world. To the extent that such disruptions result in (i) delays or cancellations of customer orders, (ii) a general decrease in
consumer  spending  on  healthcare  technology,  (iii)  our  inability  to  effectively  market  and  distribute  our  products  globally  (iv)  our
inability to timely engage with and collect payment from our customers or (v) our inability to access capital markets, our business and
results  of  operations  could  be  materially  and  adversely  affected.  For  example,  in  response  to  the  rapidly  developing  conflict  between
Russia  and  Ukraine,  the  United  States  has  imposed  and  may  further  impose,  and  other  countries  may  additionally  impose,  broad
sanctions or other restrictive actions against governmental and other entities in Russia. CytoSorb is currently distributed in Russia. While
the existing sanctions do not currently prohibit the distribution of CytoSorb in Russia, additional sanctions may be imposed in the future
that  could  prevent  us  from  selling  CytoSorb  in  this  or  other  affected  regions.  Additionally,  further  escalation  of  geopolitical  tensions
could have a broader impact that extends into other markets where we do business. We are unable to predict whether acts of international
terrorism or the involvement in a war or other military actions by the United States and/or the countries in which we sell or distribute our
products, including Russia, will result in any long-term commercial disruptions or if such involvement or responses will have any long-
term material adverse effect on our business, results of operations, or financial condition.

We could be adversely affected by violations of the Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

We are subject to the Foreign Corrupt Practices Act (the “FCPA”), which generally prohibits companies and their intermediaries
from  making  payments  to  non-U.S.  government  officials  for  the  purpose  of  obtaining  or  retaining  business  or  securing  any  other
improper advantage. We are also subject to anti-bribery laws in the jurisdictions in which we operate. Although we have policies and
procedures  designed  to  ensure  that  we,  our  employees  and  our  agents  comply  with  the  FCPA  and  other  anti-bribery  laws,  there  is  no
assurance that such policies or procedures will protect us against liability under the FCPA or other laws for actions taken by our agents,
employees and intermediaries with respect to our business or any businesses that we acquire. We do business in a number of countries in
which FCPA violations by other companies have recently been enforced. Failure to comply with the FCPA, other anti-bribery laws or
other laws governing the conduct of business with foreign government entities, including local laws, could disrupt our business and lead
to  severe  criminal  and  civil  penalties,  including  imprisonment,  criminal  and  civil  fines,  loss  of  our  export  licenses,  suspension  of  our
ability  to  do  business  with  the  federal  government,  denial  of  government  reimbursement  for  our  products  and/or  exclusion  from
participation  in  government  healthcare  programs.  Other  remedial  measures  could  include  further  changes  or  enhancements  to  our
procedures,  policies,  and  controls  and  potential  personnel  changes  and/or  disciplinary  actions,  any  of  which  could  have  a  material
adverse  effect  on  our  business,  financial  condition,  results  of  operations  and  liquidity.  We  could  also  be  adversely  affected  by  any
allegation that we violated such laws.

We are subject to governmental export and import controls that could impair our ability to compete in international markets due to
licensing requirements and subject us to liability if we are not in compliance with applicable laws.

Our products are subject to export control and import laws, tariffs, and regulations, including the U.S. Export Administration
Regulations,  U.S.  Customs  regulations,  and  various  economic  and  trade  sanctions  regulations  administered  by  the  U.S.  Treasury
Department’s  Office  of  Foreign  Assets  Controls.  Exports  of  our  products  must  be  made  in  compliance  with  these  laws,  tariffs,  and
regulations. If we fail to comply with these laws, tariffs, and regulations, we and certain of our employees could be subject to substantial
civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on us and responsible
employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.

In addition, changes in our products or changes in applicable export or import laws, tariffs, and regulations may create delays in
the  introduction  and  sale  of  our  products  in  international  markets  or,  in  some  cases,  prevent  the  export  or  import  of  our  products  to
certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or
scope of existing laws, tariffs, and regulations, or change in the countries, governments, persons, products, or technologies targeted by
such  laws,  tariffs,  and  regulations,  could  also  result  in  decreased  use  of  our  products,  or  in  our  decreased  ability  to  export  or  sell  our
products to existing or potential customers. Any decreased use of our products or limitation on our ability to export or sell our products
would likely adversely affect our business, financial condition and results of operations.

Cyberattacks  and  other  security  breaches  could  compromise  our  proprietary  and  confidential  information  which  could  harm  our
business and reputation.

In the ordinary course of our business, we generate, collect and store proprietary information, including intellectual property and

business information, as well as employee personal data. The secure storage, maintenance, and transmission of and access to this

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information  is  important  to  our  operations  our  day-to-day  business  and  our  reputation.  Security  breaches  have  become  more  common
across industries. Computer hackers may attempt to penetrate our computer systems and, if successful, misappropriate our proprietary
and  confidential  information  including  e-mails  and  other  electronic  communications,  as  well  as  our  intellectual  property  and  business
data. In addition, an employee, contractor, or other third-party with whom we do business may attempt to obtain such information, and
may  purposefully  or  inadvertently  cause  a  breach  involving  such  information.  Further,  while  many  of  our  employees  and  certain
suppliers with whom we do business operate in a remote working environment during the COVID-19 pandemic, the risk of cybersecurity
attacks,  particularly  through  phishing,  are  increased.  We  have  recently  experienced  multiple  attempts  by  third  parties  to  penetrate  our
computer systems. While we have certain safeguards in place to reduce the risk of and detect cyber-attacks, as well as limit the potential
exposure  of  proprietary  and  confidential  information,  including  multi-layer  security  protections,  our  information  technology  networks
and infrastructure may be vulnerable to unpermitted access by hackers or other breaches powered by new and sophisticated technologies,
or employee error or malfeasance. Further, we may not be immediately aware of any unpermitted access by hacker or other breaches and
we may be unable to quickly and effectively remediate any such breaches. Any such compromise of our data security and access to, or
public disclosure or loss of, confidential business or proprietary information could disrupt our operations, damage our reputation, provide
our competitors with valuable information, and subject us to additional costs which could adversely affect our business.

Our  failure  to  comply  with  data  protection  laws  and  regulations  could  lead  to  government  enforcement  actions  and  significant
penalties against us, and adversely impact our operating results.

European Union member states and other foreign jurisdictions, including Switzerland, have adopted data protection laws and
regulations which impose significant compliance obligations. Moreover, the collection and use of personal health data in the European
Union,  which  was  formerly  governed  by  the  provisions  of  the  European  Union  Data  Protection  Directive,  was  replaced  with  the
European Union General Data Protection Regulation, or the GDPR, in May 2018. The GDPR, which is wide-ranging in scope, imposes
several  requirements  relating  to  the  consent  of  the  individuals  to  whom  the  personal  data  relates,  the  information  provided  to  the
individuals,  the  security  and  confidentiality  of  the  personal  data,  data  breach  notification  and  the  use  of  third  party  processors  in
connection with the processing of personal data. The GDPR also imposes strict rules on the transfer of personal data out of the European
Union to the United States, provides an enforcement authority and imposes large penalties for noncompliance, including the potential for
fines  of  up  to  €20  million  or  4%  of  the  annual  global  revenues  of  the  noncompliant  company,  whichever  is  greater.  The  recent
implementation  of  the  GDPR  has  increased  our  responsibility  and  liability  in  relation  to  personal  data  that  we  process,  including  in
clinical trials, and we may in the future be required to put in place additional mechanisms to ensure compliance with the GDPR, which
could divert management’s attention and increase our cost of doing business. In addition, new regulation or legislative actions regarding
data  privacy  and  security  (together  with  applicable  industry  standards)  may  increase  our  costs  of  doing  business.  In  this  regard,  we
expect that there will continue to be new proposed laws, regulations and industry standards relating to privacy and data protection in the
United  States,  the  European  Union  and  other  jurisdictions,  and  we  cannot  determine  the  impact  such  future  laws,  regulations  and
standards may have on our business.

In the U.S., even for companies that are not “covered entities” or business associates” under HIPAA, the U.S. Federal Trade
Commission,  or  the  FTC,  failing  to  take  appropriate  steps  to  keep  consumers’  personal  information  secure  constitutes  unfair  acts  or
practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act, or the FTCA, 15 U.S.C § 45(a).
The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer
information  it  holds,  the  size  and  complexity  of  its  business,  and  the  cost  of  available  tools  to  improve  security  and  reduce
vulnerabilities. Medical data is considered sensitive data that merits stronger safeguards. The FTC’s guidance for appropriately securing
consumers’ personal information is similar to what is required by the HIPAA Security Rule. Some state privacy and security laws apply
more broadly than HIPAA and associated regulations. For example, California recently enacted legislation – the California Consumer
Privacy Act, or CCPA – which went into effect January 1, 2020. The CCPA, among other things, creates new data privacy obligations for
covered companies and provides new privacy rights to California residents, including the right to opt out of certain disclosures of their
information.  The  CCPA  also  creates  a  private  right  of  action  with  statutory  damages  for  certain  data  breaches,  thereby  potentially
increasing risks associated with a data breach. Legislators have stated that they intend to propose amendments to the CCPA before it goes
into effect, and the California Attorney General will issue clarifying regulations. Although the law includes limited exceptions, including
for  certain  information  collected  as  part  of  clinical  trials  as  specified  in  the  law,  it  may  regulate  or  impact  our  processing  of  personal
information depending on the context. It remains unclear what, if any, modifications will be made to this legislation or how it will be
interpreted.

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Risks Connected to Our Securities

The price of our common stock has been highly volatile due to factors that will continue to affect the price of our stock.

Our  common  stock  closed  as  high  as  $11.48  and  as  low  as  $4.05  per  share  between  January  1,  2021  December  31,  2021  on
Nasdaq.  On  March  9,  2022,  the  closing  price  of  our  common  stock,  as  reported  on  Nasdaq,  was  $3.59.  Historically,  medical  device
company securities such as our common stock have experienced extreme price fluctuations. Some of the factors leading to this volatility
include, but are not limited to:

fluctuations in our operating results;
announcements of product releases by us or our competitors;

·
·
● announcements of clinical data, analyst or media reports;
·
·

announcements of acquisitions and/or partnerships by us and our competitors; and
general market conditions.

There is no assurance that the price of our common stock will not continue to be volatile.

Directors, executive officers and principal stockholders own a significant percentage of the shares of common stock, which will limit
your ability to influence corporate matters.

Our  directors,  executive  officers  and  principal  stockholders  together  beneficially  own  a  significant  percentage  of  the  voting
control of the common stock on a fully diluted basis. Accordingly, these stockholders could have a significant influence over the outcome
of any corporate transaction or other matter submitted to stockholders for approval, including mergers, consolidations and the sale of all
or substantially all of our assets and also could prevent or cause a change in control. The interests of these stockholders may differ from
the interests of our other stockholders. Third parties may be discouraged from making a tender offer or bid to acquire us because of this
concentration of ownership. As of December 31, 2021, two shareholders hold 10.8% of our shares and our directors and officers hold
5.6% of our shares on a fully diluted basis.

Our Board of Directors may, without stockholder approval, issue and fix the terms of shares of preferred stock and issue additional
shares of common stock adversely affecting the rights of holders of our common stock.

On  December  3,  2014,  we  effected  a  twenty-five-for-one  (25:1)  reverse  split  of  our  common  stock.  Immediately  after  the
reverse stock split, we changed our state of incorporation from the State of Nevada to the State of Delaware pursuant to an Agreement
and  Plan  of  Merger,  dated  December  3,  2014,  whereby  we  merged  with  and  into  our  recently  formed,  wholly-owned  Delaware
subsidiary. Pursuant to the Agreement and Plan of Merger effecting the merger, we adopted the certificate of incorporation, as amended
and restated, and bylaws of our Delaware subsidiary as our certificate of incorporation and bylaws at effective time of the merger. As a
result,  our  certificate  of  incorporation,  as  amended  and  restated,  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.
Currently, our certificate of incorporation, as amended and restated, which was effective June 12, 2019, authorizes the issuance of up to
100,000,000 shares of common stock, of which approximately 56,522,000 shares remain available for issuance as of December 31, 2021
and may be issued by us without stockholder approval.

Anti-takeover provisions in our charter documents and under Delaware law could prevent or delay transactions that our stockholders
may favor and may prevent stockholders from changing the direction of our business or our management.

After giving effect to our merger into our wholly-owned Delaware subsidiary, provisions of our certificate of incorporation, as
amended  and  restated,  and  bylaws  may  discourage,  delay  or  prevent  a  merger  or  acquisition  that  our  stockholders  may  consider
favorable, including transactions in which you might otherwise receive a premium for your shares, and may also frustrate or prevent any
attempt by stockholders to change the direction or management of us. For example, these provisions:

·
·
·
·

authorize the issuance of “blank check” preferred stock without any need for action by stockholders;
eliminate the ability of stockholders to call special meetings of stockholders;
prohibit stockholder action by written consent; and
establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be
acted on by stockholders at stockholder meetings.

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Compliance with changing corporate governance and public disclosure regulations may result in additional expense.

Keeping  abreast  of,  and  in  compliance  with,  changing  laws,  regulations  and  standards  relating  to  corporate  governance  and
public  disclosure,  including  the  Sarbanes-Oxley  Act  of  2002,  new  SEC  regulations  will  require  an  increased  amount  of  management
attention and external resources. We intend to continue to invest all reasonably necessary resources to comply with evolving standards,
which  may  result  in  increased  general  and  administrative  expense  and  a  diversion  of  management  time  and  attention  from  revenue-
generating activities to compliance activities.

Our  common  stock  is  thinly  traded  on  The  Nasdaq  Capital  Market  exchange  and  no  assurances  can  be  made  about  stock
performance, liquidity, or maintenance of our Nasdaq listing.

Prior to December 23, 2014, our common stock was quoted on the OTCQB, which provided significantly less liquidity than a
securities exchange (such as the New York Stock Exchange or the Nasdaq Stock Market). On December 17, 2014, our common stock
was approved for trading on Nasdaq. Beginning on December 23, 2014, our common stock began trading on Nasdaq under the symbol
“CTSO.”  Although  currently  listed  on  Nasdaq,  there  can  be  no  assurance  that  we  will  continue  to  meet  Nasdaq’s  minimum  listing
requirements or that of any other national exchange. In addition, there can be no assurances that a liquid market will be created for our
common stock. If we are unable to maintain listing on Nasdaq or if a liquid market for our common stock does not develop, our common
stock may remain thinly traded.

Future sales of our common stock may cause our share price to fall.

On December 30, 2021 we entered into an Open Market Sale Agreement with Jefferies LLC (the “Sale Agreement”).  Pursuant
to the Sale Agreement we may offer to sell, from time to time shares of our common stock through “at-the-market” offerings, up to a
maximum of $25,000,000. We are not obligated to make or continue to make any sale of shares of our common stock under the “at-the-
market” offerings. Although any sale of securities pursuant to the “at-the-market” offerings will result in a concomitant increase in cash
for each share sold, it may result in shareholder dilution and may cause our share price to fall.

Item 1B.         Unresolved Staff Comments.

None.

Item 2.         Properties.

We currently operate two facilities near Princeton, New Jersey and two facilities in Berlin, Germany as follows:

1.

In March 2021, we entered into a lease agreement for a new 48,511 square foot operating facility at 305 College Road East,
Princeton, New Jersey, which contains office, laboratory, manufacturing and warehouse space. The lease commenced in April
2021 and expires in March 2037.  As of February 2022, our monthly base rent is approximately $111,000.

2. Our  Deer  Park  Drive  facility  consists  of  approximately  20,820  sq.  ft.,  housing  research  laboratories  and  manufacturing
operations  under  a  lease  agreement  which  expires  in  December  31  2022.  Our  monthly  base  rent  as  of  February  2022  is
approximately $35,300 and we additionally reimburse the landlord for monthly operating expenses of approximately $30,100.

3. Our  office  facility  leases  in  Berlin,  Germany  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.

4. Our warehouse facility lease in Berlin, Germany commenced on April 1, 2021 and requires monthly payments of base rent of
approximately  $7,800  and  other  costs  of  approximately  $240  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.

In the opinion of management, the leased properties are adequately insured, are in good condition and suitable for the conduct of
our business. We also collaborate with numerous institutions, universities and commercial entities who conduct research and testing of
our products at their facilities.

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Item 3.         Legal Proceedings.

We  are  from  time  to  time  subject  to  claims  and  litigation  arising  in  the  ordinary  course  of  business.  We  intend  to  defend

vigorously against any future claims and litigation. We are not currently a party to any legal proceedings.

Item 4.         Mine Safety Disclosures.

Not applicable.

PART II

Item 5.         Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Beginning  on  December  23,  2014,  our  common  stock  began  trading  on  Nasdaq  under  the  symbol  “CTSO.”  Previously,  the

Company’s common stock traded in the over-the counter-market on the OTC Bulletin Board.

Approximate Number of Equity Security Holders

As  of  February  15,  2022,  there  were  approximately  13,000  stockholders  of  record.  Because  shares  of  our  common  stock  are
held  by  depositaries,  brokers  and  other  nominees,  the  number  of  beneficial  holders  of  our  shares  is  larger  than  the  number  of
stockholders of record.

Stock Performance Graph

The  following  graph  shows  the  value  of  an  investment  of  $100  on  December  31,  2016  in  each  of  CytoSorbents  Corporation
common stock, the Russell 2000 Index and the Nasdaq Biotech Index. All values assume reinvestment of the pretax value of dividends
and are calculated as of December 31st of each year. The historical stock price performance of the Company’s common stock shown in
the performance graph is not necessarily indicative of future stock price performance. 

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CytoSorbents Corporation vs. Russell 2000 Index and Nasdaq Biotech Index
Comparison of 5 Year Total Cumulative Return
Value of a $100 Investment on December 31, 2016

Issuer Purchases of Securities

There were no repurchases of the Company’s securities during the year ended December 31, 2021.

Recent Sales of Unregistered Securities

We had no sales of unregistered securities in 2021 that have not been previously disclosed in a Current Report on Form 8-K or

Quarterly Report on Form 10-Q.

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Item 6.         Selected Financial Data.

The  following  table  summarizes  our  selected  financial  data  for  the  periods  and  as  of  the  dates  indicated,  which  have  been
derived  from  our  audited  financial  statements  and  related  notes  and  should  be  read  together  with  the  section  titled  “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and with our consolidated financial statements and related
notes, which are included elsewhere in this Annual Report.

Revenue:
Sales
Grant income
Total revenue
Cost of revenue
Gross margin
Operating expenses:
Research and development
Legal, financial and other consulting
Selling general and administrative
Total operating expenses
Loss from operations
Other income (expense):
Interest income (expense), net
Foreign currency transaction gain (loss)
Total other income (expense), net
Loss before benefit from income taxes
Benefit from income taxes
Net loss
Dividends
Net loss available to common stockholders, basic
and diluted
Weighted average common shares outstanding, basic
and diluted
Net loss per share, basic and diluted

2021

2020

2019

2018

2017

$  40,108,567
 3,056,960
 43,165,527
 11,047,350
 32,118,177

$  39,452,502
 1,552,099
 41,004,601
 11,052,409
 29,952,192

$  22,765,854
 2,183,619
 24,949,473
 7,363,919
 17,585,554

$  20,252,383
 2,251,525
 22,503,908
 7,489,400
 15,014,508

$

 13,38
 1,768,901
   15,150,754
 5,518,360
 9,632,394

 16,380,930
 2,731,515
 35,750,477
 54,862,922
   (22,744,745)

 8,810,561
 3,048,242
 28,463,723
 40,322,526
   (10,370,334)

 12,091,797
 2,462,151
 22,005,670
 36,559,618
   (18,974,064)

 7,723,028
 2,002,032
 20,874,376
 30,599,436
   (15,584,928)

 3,221,233
 1,339,493
   14,914,266
   19,474,992
 (9,842,598)

 28,007
 (2,577,913)
 (2,549,906)
   (25,294,651)
 736,003
   (24,558,648)

 (1,201,067)
 2,607,139
 1,406,072
 (8,964,262)
 1,127,074
 (7,837,188)

 (1,033,661)
 (350,365)
 (1,384,026)
   (20,358,090)
 1,092,446
   (19,265,644)

 (1,461,045)
 (784,752)
 (2,245,797)
   (17,830,725)
 619,546
   (17,211,179)

 —  

 —  

 —  

 —  

 (749,076)
 1,454,136
 705,060
 (9,137,538)
 676,739
 (8,460,799)
 335,731

$ (24,588,648) $  (7,837,188) $ (19,265,644) $  (17,211,179) $  (8,796,530)

 43,359,186

 38,818,990

 32,255,253

 30,719,176

$

 (0.57) $

 (0.20) $

 (0.60) $

 (0.56) $

   27,613,911
 (0.32)

2021

2020

As of December 31, 
2019

2018

2017

Consolidated Balance Sheet Data:
Cash and cash equivalents
Working capital
Total assets
Preferred stock
Accumulated deficit
Total stockholders’ equity

$  52,137,707
 50,608,748
 89,519,282

$  71,421,601
 72,299,881
 89,950,471

$  12,232,418
 10,965,262
 27,382,510

$  22,368,837
 21,725,888
 34,196,763

 —  

 —  

 —  

 —  

   (221,185,295)
 62,578,197

   (196,626,647)
 79,215,579

   (188,789,459)
 3,418,042

   (169,523,815)
 16,934,600

60

$  17,321,862
 12,891,009
 24,103,307
 —
   (152,312,636)
 10,262,835

    
    
    
    
    
 
   
   
   
   
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
  
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
  
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
    
    
    
    
 
   
   
   
   
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Table of Contents

Item 7.         Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The  following  discussion  and  analysis  of  the  results  of  operations  and  financial  condition  for  the  fiscal  years  ended
December  31,  2021,  2020  and  2019  should  be  read  in  conjunction  with  our  financial  statements,  and  the  notes  to  those  financial
statements that are included elsewhere in this Report.

Overview

We  are  a  leader  in  the  treatment  of  life-threatening  conditions  in  the  intensive  care  (“ICU”)  and  cardiac  surgery  using  blood
purification  via  our  proprietary  polymer  adsorption  technology.    We  have  a  number  of  products  commercialized  and  in  development
based  on  this  technology  platform.    Our  flagship  product,  CytoSorb®,  is  already  commercialized,  and  is  being  investigated  to  reduce
deadly  uncontrolled  inflammation  and  dangerous  substances  in  hospitalized  patients  around  the  world,  with  the  goal  of  preventing  or
treating multiple organ failure, bleeding, and other potentially fatal complications. Organ failure is the cause of nearly half of all deaths
in the ICU, with little to improve clinical outcome. CytoSorb, is approved in the European Union (“EU”) as an effective extracorporeal
cytokine  absorber,  designed  to  reduce  the  “cytokine  storm”  or  “cytokine  release  syndrome”  that  could  otherwise  cause  massive
inflammation,  organ  failure  and  death  in  common  critical  illnesses  such  as  sepsis,  burn  injury,  trauma,  lung  injury,  cytokine  release
syndrome  due  to  cancer  immunotherapy,  and  pancreatitis.  These  are  conditions  where  the  mortality  is  extremely  high,  yet  few  to  no
effective  treatments  exist.    In  May  2018,  we  received  a  label  expansion  for  CytoSorb  covering  use  of  the  device  for  the  removal  of
bilirubin  and  myoglobin  in  the  treatment  of  liver  disease  and  trauma,  respectively.  In  January  2020,  we  received  CE-Mark  label
expansion  for  CytoSorb  covering  the  use  of  the  device  for  the  removal  of  the  anti-platelet  agent,  ticagrelor,  in  patients  undergoing
surgery  requiring  cardiopulmonary  bypass.  In  April  2020,  the  United  States  Food  and  Drug  Administration  (the  “FDA”)  granted
Breakthrough Device Designation to CytoSorb for the removal of ticagrelor in a cardiopulmonary bypass circuit during emergent and
urgent cardiothoracic surgery.  In April 2020, we announced that the U.S. FDA has granted U.S. Emergency Use Authorization (“EUA”)
of CytoSorb for use in critically ill patients with COVID-19 infection and respiratory failure. In May 2020, we received a CE-Mark label
expansion for CytoSorb for the removal of rivaroxaban during cardiothoracic surgery requiring cardiopulmonary bypass. 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  to  remove  the  direct  oral  anticoagulants,  rivaroxaban  and  apixaban.  The  Company  has  initiated  two  U.S.  clinical
trials evaluating the use of DrugSorb-ATR during cardiothoracic surgery to remove ticagrelor, apixaban and rivaroxaban to prevent or
reduce perioperative bleeding complications in pursuit of U.S. FDA marketing approval.

CytoSorb is used during and after cardiac surgery to remove inflammatory mediators, such as cytokines, activated complement,
and free hemoglobin that can lead to post-operative complications such as acute kidney injury, lung injury, shock, and stroke. We believe
CytoSorb  has  the  potential  to  be  used  in  many  other  inflammatory  conditions,  including  the  treatment  of  autoimmune  disease  flares,
cytokine release syndrome in cancer immunotherapy, and other applications in cancer, such as cancer cachexia. CytoSorb has been used
globally in more than 162,000 human treatments to date in critical illnesses and in cardiac surgery. CytoSorb has received CE-Mark label
expansions  for  the  removal  of  bilirubin  (liver  disease),  myoglobin  (trauma)  and  both  ticagrelor  and  rivaroxaban  during  cardiothoracic
surgery. CytoSorb has also received FDA Emergency Use Authorization in the United States for use in critically-ill COVID-19 patients
with imminent or confirmed respiratory failure, in defined circumstances. The EUA will be effective until a declaration is made that the
circumstances justifying the EUA have terminated or until revoked by the FDA. CytoSorb has been used globally in more than 7,600
human  treatments  to  date  in  COVID-19  patients.  CytoSorb  has  also  been  granted  FDA  Breakthrough  Designation  for  the  removal  of
ticagrelor in a cardiopulmonary bypass circuit during emergent and urgent cardiothoracic surgery. CytoSorb was also granted a second
FDA  Breakthrough  Device  designation  for  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.

Our  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.  The  technology  is  protected  by  21  issued  U.S.
patents  and  multiple  international  patents,  with  applications  pending  both  in  the  U.S.  and  internationally.  We  have  numerous  other
product  candidates  under  development  based  upon  this  unique  blood  purification  technology,  including  CytoSorb  XL,  K+ontrol,
HemoDefend-RBC, HemoDefend-BGA, ContrastSorb, DrugSorb, DrugSorb-ATR and others.

Our  proprietary  polymer  technologies  form  the  basis  of  a  broad  technology  portfolio.  Some  of  our  products  and  product

candidates include:

● CytoSorb  —  an  extracorporeal  hemoperfusion  cartridge  approved  in  the  EU  for  cytokine  removal,  with  the  goal  of

reducing SIRS and sepsis and preventing or treating organ failure.

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● DrugSorb-ATR — an investigational extracorporeal antithrombotic removal system based on the same polymer technology
as  CytoSorb  that  is  being  evaluated  in  the  U.S.  STAR-T  and  STAR-D  pivotal  randomized,  controlled  trial  to  reduce  the
antithrombotic  drugs,  ticagrelor,  apixaban  and  rivaroxaban  to  reduce  bleeding  complications  in  patients  undergoing
cardiothoracic surgery while on these drugs.

● ECOS-300CY  —  an  adsorption  cartridge  approved  in  the  E.U.  for  use  with  ex vivo  organ  perfusion  systems  to  remove
cytokines and other inflammatory mediators in the organ perfusate, with the goal of maintaining or improving solid organ
function. In 2021, commercialization of PerSorb™ and Aferetica’s PerLife™ ex vivo organ perfusion system commenced
in Italy.

● CytoSorb XL — an intended next generation successor to CytoSorb currently in advanced pre-clinical testing designed to

reduce a broad range of cytokines and inflammatory mediators, including lipopolysaccharide endotoxin, from blood.

● VetResQ — a broad spectrum blood purification adsorber designed to help treat deadly inflammation and toxic injury in
animals with critical illnesses such as septic shock, toxic shock syndrome, severe systemic inflammation, toxin-mediated
diseases, pancreatitis, trauma, liver failure, and drug intoxication. VetResQ is being commercialized in the United States.

● HemoDefend-RBC—a development-stage blood purification technology designed to remove non-infectious contaminants
in  blood  transfusion  products,  with  the  goal  of  reducing  transfusion  reactions  and  improving  the  quality  and  safety  of
blood.

● HemoDefend-BGA—a  development-stage  purification  technology  that  can  remove  anti-A  and  anti-B  antibodies  from

plasma and whole blood, to enable “universal plasma,” and safer whole blood transfusions, respectively.

● K+ontrol—a  development-stage  blood  purification  technology  designed  to  reduce  excessive  levels  of  potassium  in  the

blood that can be fatal in severe hyperkalemia.

● ContrastSorb—a  development-stage  extracorporeal  hemoperfusion  cartridge  designed  to  remove  IV  contrast  from  the
blood of high-risk patients undergoing radiological imaging with contrast, or interventional radiology procedures such as
cardiac catheterization and angioplasty. The goal of ContrastSorb is to prevent contrast-induced nephropathy.

● DrugSorb—a  development-stage  extracorporeal  hemoperfusion  cartridge  designed  to  remove  toxic  chemicals  from  the

blood (e.g., drug overdose, high dose regional chemotherapy).

● BetaSorb—a development-stage extracorporeal hemoperfusion cartridge designed to remove mid-molecular weight toxins,
such as b2-microglobulin, that standard high-flux dialysis cannot remove effectively. The goal of BetaSorb is to improve
the efficacy of dialysis or hemofiltration.

We  have  been  successful  in  obtaining  technology  development  contracts  from  governmental  agencies  such  as  the  National
Institutes of Health and the U.S. Department of Defense, including the Defense Advanced Research Projects Agency, or DARPA, the
U.S. Army, the U.S. Air Force, U.S. Special Operations Command, and others.

Results of Operations

Comparison of the year ended December 31, 2021 and 2020

Revenues:

For  the  year  ended  December  31,  2021,  we  generated  total  revenue,  which  includes  product  revenue  and  grant  income,  of
approximately $43,166,000 as compared to revenues of approximately $41,005,000 for the year ended December 31, 2020, an increase
of  approximately  $2,161,000,  or  5%.  Revenue  from  product  sales  was  approximately  $40,109,000  for  the  year  ended  December  31,
2021, as compared to approximately $39,453,000 in the year ended December 31, 2020, an increase of approximately $656,000 or 2%.
Direct  sales  increased  by  approximately  $361,000  and  distributor  sales  increased  by  approximately  $295,000  during  the  year  ended
December 31, 2021 as compared to the year ended December 31, 2020. Sales to hospitals in the United States under the EUA granted by
the FDA amounted to approximately $1,690,000 for the year ended December 31, 2021, as compared to approximately $1,341,000 in
2020. Though difficult to quantify, we estimate that approximately $6.3 million and $9.4 million of total product sales during the

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years ended December 31, 2021 and 2020 was due to the demand for CytoSorb to treat COVID-19 patients.  In addition, as a result of the
increase in the average exchange rate of the Euro to the U.S. dollar, sales were positively impacted by approximately $1,207,000.  For
the  year  ended  December  31,  2021,  the  average  exchange  rate  of  the  Euro  to  the  U.S.  dollar  was  $1.18  as  compared  to  an  average
exchange rate of $1.14 for the year ended December 31, 2020.  

Cost of Revenue:

For  the  years  ended  December  31,  2021  and  2020,  cost  of  revenue  was  approximately  $11,047,000  and  $11,052,000,
respectively, a decrease of approximately $5,000. Product cost of revenues decreased approximately $1,447,000 during the year ended
December 31, 2021 as compared to the year ended December 31, 2020. This decrease was related to certain costs associated with the
rapid  ramp-up  of  production  during  the  year  ended  December  31,  2020  that  did  not  recur  during  the  year  ended  December  31,  2021.
These  decreases  were  offset  by  the  negative  impact  of  non-recurring  costs  related  to  prior  years  tariffs  as  a  result  of  an  audit  by  the
German Customs Authorities of approximately $732,000 and the offsetting non-recurring positive impact of the Employee Retention Tax
Credit of approximately $388,000, both of which were recorded in the first quarter of 2021.  Product gross margins were approximately
80% for the year ended December 31, 2021 and approximately 76% for the year ended December 31, 2020.

Gross Profit:

Gross profit was approximately $32,118,000 for the year ended December 31, 2021, an increase of approximately $2,166,000 or

7%, over gross profit of $29,952,000 in 2020. This increase is attributed to the reasons discussed above.

Research and Development Expenses:

Our research and development costs were approximately $16,381,000 and $8,811,000 for the years ended December 31, 2021
and 2020, respectively, an increase of approximately $7,570,000, or 86%. This increase was due to an increase in clinical trial and related
costs  of  approximately  $4,670,000,  due  primarily  to  the  start-up  of  our  STAR-T  and  STAR-D  clinical  trials  in  the  U.S.  and  our
PROCYSS  and  Hep-On-Fire  clinical  trials  in  Germany,  an  increase  in  salaries  related  to  our  clinical  trial  activities  of  approximately
$1,620,000  due  to  the  hiring  of  additional  clinical  expertise,  an  increase  in  rent  expense  of  approximately  $943,000  related  to  rent
expense on our new facility, an increase in other research and development labor costs of approximately $294,000 related to the hiring of
additional scientific expertise and an increase in other research and development costs of approximately $43,000.

Legal, Financial and Other Consulting Expenses:

Our legal, financial and other consulting costs were approximately $2,732,000 and $3,048,000 for the years ended December
31, 2021 and 2020, respectively, a decrease of approximately $316,000, or 10%. This decrease was due to due to a decrease in hiring fees
of  approximately  $319,000,  a  decrease  in  legal  fees  of  approximately  $263,000,  and  a  decrease  in  accounting  fees  of  approximately
$28,000. These increases were offset by an increase in consulting fees of approximately $294,000 related to certain corporate initiatives.

Selling, General and Administrative Expenses:

Our  selling,  general  and  administrative  expenses  were  approximately  $35,750,000  and  $28,464,000  for  the  years  ended
December 31, 2021 and 2020, respectively, an increase of approximately $7,286,000, or 26%. This increase is related to an increase in
salaries, commissions and related costs of approximately $4,476,000, an increase in non-cash restricted stock expense of approximately
$989,000 related to restricted stock units granted to the Company’s executive officers, an increase in non-cash stock option compensation
expense of approximately $507,000, an increase in commercial insurance of approximately $280,000, an increase in sales and marketing
costs,  which  include  advertising  and  conference  attendance  of  approximately  $1,152,000  and  an  increase  in  travel  and  entertainment
costs  of  approximately  $121,000.    These  increases  were  offset  by  a  decrease  in  contracted  public  relations  costs  of  approximately
$210,000 and a decrease in other general and administrative expenses of approximately $29,000.

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Interest Expense, Net:

For the year ended December 31, 2021, interest income, net was approximately $28,000, as compared to interest expense, net of
approximately $1,201,000 for the year ended December 31, 2020. This decrease in net interest expense of approximately $1,229,000 was
the result of the payoff of our outstanding term loans with Bridge Bank in December of 2020.

Gain (Loss) on Foreign Currency Transactions:

For the year ended December 31, 2021, the loss on foreign currency transactions was approximately $2,578,000, as compared to
a gain on foreign currency transactions of approximately $2,607,000 for the year ended December 31, 2020. The 2021 loss is directly
related to the decrease of the exchange rate of the Euro at December 31, 2021 as compared to December 31, 2020. The exchange rate of
the Euro to the U.S. dollar was $1.14 per Euro at December 31, 2021 as compared to $1.22 per Euro at December 31, 2020. The 2020
gain is directly related to the increase in the exchange rate of the Euro at December 31, 2020, as compared to December 31, 2019. The
exchange rate of the Euro to the U.S. dollar was $1.22 per Euro at December 31, 2019 as compared to $1.12 per Euro at December 31,
2019.

Benefit from Income Taxes:

Our benefit from income taxes was approximately $736,000 and $1,127,000 for the years ended December 31, 2021 and 2020,
respectively. These benefits were realized by utilizing the New Jersey Technology Business Tax Certificate Transfer Program whereby
the State of New Jersey allows us to sell a portion of our state net operating losses to a third party.

Comparison of the year ended December 31, 2020 and 2019

Revenues:

For  the  year  ended  December  31,  2020,  we  generated  total  revenue,  which  includes  product  revenue  and  grant  income,  of
approximately $41,005,000 as compared to revenues of approximately $24,949,000 for the year ended December 31, 2019, an increase
of approximately $16,056,000, or 64%. Revenue from product sales was approximately $39,453,000 for the year ended December 31,
2020, as compared to approximately $22,766,000 in the year ended December 31, 2019, an increase of approximately $16,787,000 or
73%. This increase was driven by an increase in direct sales of approximately $8,917,000 resulting from sales to both new customers and
repeat orders from existing customers and an increase in distributor sales of approximately $7,769,000. Sales to hospitals in the United
States  under  the  EUA  granted  by  the  FDA  amounted  to  approximately  $1,341,000  for  the  year  ended  December  31,  2020.    Though
difficult to quantify, we estimate that approximately $9.4 million of total product sales during the year ended December 31, 2020 was due
to the demand for CytoSorb to treat COVID-19 patients.  In addition, as a result of the increase in the average exchange rate of the Euro
to  the  U.S.  dollar,  sales  were  positively  impacted  by  approximately  $693,000.    For  the  year  ended  December  31,  2020,  the  average
exchange rate of the Euro to the U.S. dollar was $1.14 as compared to an average exchange rate of $1.12 for the year ended December
31, 2019.

Cost of Revenue:

For  the  years  ended  December  31,  2020  and  2019,  cost  of  revenue  was  approximately  $11,052,000  and  $7,364,000,
respectively,  an  increase  of  approximately  $3,688,000.  Product  cost  of  revenues  increased  approximately  $4,180,000  during  the  year
ended December 31, 2020 as compared to the year ended December 31, 2019 as a result of the increase in product sales.  Product gross
margins were approximately 76% for the year ended December 31, 2020 and approximately 77% for the year ended December 31, 2019.
The decrease in gross margin was due to an increase in percent contribution of lower margin distributor sales as well as certain costs
associated with the rapid ramp-up of production during the year ended December 31, 2020.

Gross Profit:

Gross profit was approximately $29,952,000 for the year ended December 31, 2020, an increase of approximately $12,366,000

or 70%, over gross profit of $17,586,000 in 2019. This increase is attributed to an increase in CytoSorb product sales during 2020.

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Research and Development Expenses:

Our research and development costs were approximately $8,811,000 and $12,092,000 for the years ended December 31, 2020
and 2019, respectively, a decrease of approximately $3,281,000, or 27%. This decrease was due to a decrease in clinical trial and related
costs of approximately $3,769,000, due primarily to the pause in our Company-sponsored clinical trials as a result of hospital restrictions
due  to  the  COVID-19  pandemic,  and  a  decrease  in  our  non-grant  related  research  and  development  costs  of  approximately  $393,000.
These decreases were offset by an increase in non-clinical research and development salary related costs of approximately $160,000 due
primarily to COVID-19 related incentive pay, decreases in direct labor and other costs being deployed toward grant-funded activities of
approximately $675,000, which had the effect of increasing the amount of our non-reimbursable research and development costs and an
increase in new product development costs of approximately $46,000.

Legal, Financial and Other Consulting Expenses:

Our legal, financial and other consulting costs were approximately $3,048,000 and $2,462,000 for the years ended December
31, 2020 and 2019, respectively, an increase of approximately $586,000, or 24%. This increase was due to an increase in employment
agency fees of approximately $395,000 related to the hiring of senior level personnel, an increase in consulting fees of approximately
$219,000 primarily related to certain financial advisory fees and an increase in accounting and auditing fees of approximately $40,000.
 These increases were offset by a decrease in legal fees of approximately $70,000.

Selling, General and Administrative Expenses:

Our  selling,  general  and  administrative  expenses  were  approximately  $28,464,000  and  $22,006,000  for  the  years  ended
December 31, 2020 and 2019, respectively, an increase of approximately $6,458,000, or 29%. This increase was due to an increase in
salaries, commissions and related costs of approximately $4,849,000 due primarily to headcount additions and increased commissions
due to increase sales, an increase in royalty expenses of approximately $1,327,000 due to the increase in product sales, and an increase in
non-cash stock option expense of approximately $1,879,000.  These increases were offset by reductions in sales and marketing costs,
which  include  advertising  and  conference  attendance  of  approximately  $824,000  and  travel  and  entertainment  and  other  general  and
administrative expenses of approximately $773,000.  These reductions were due primarily to travel restrictions related to the COVID-19
pandemic.

Interest Expense, Net:

For the year ended December 31, 2020, interest expense, net was approximately $1,201,000, as compared to interest expense,
net of approximately $1,034,000 for the year ended December 31, 2019. This increase in net interest expense of approximately $167,000
is related to the final fee that was due upon repayment of our term loans in conjunction with the Third Amendment to the Amended Loan
and Security Agreement with Bridge Bank that closed on December 4, 2020.

Gain (Loss) on Foreign Currency Transactions:

For the year ended December 31, 2020, the gain on foreign currency transactions was approximately $2,607,000, as compared
to a loss on foreign currency transactions of approximately $350,000 for the year ended December 31, 2019. The 2020 gain is directly
related to the increase of the exchange rate of the Euro at December 31, 2020 as compared to December 31, 2019. The exchange rate of
the Euro to the U.S. dollar was $1.22 per Euro at December 31, 2020 as compared to $1.12 per Euro at December 31, 2019. The 2019
loss is directly related to the decrease in the exchange rate of the Euro at December 31, 2019, as compared to December 31, 2018. The
exchange rate of the Euro to the U.S. dollar was $1.12 per Euro at December 31, 2019 as compared to $1.15 per Euro at December 31,
2018.

Benefit from Income Taxes:

Our benefit from income taxes was approximately $1,127,000 and $1,092,000 for the years ended December 31, 2020 and 2019,
respectively. These benefits were realized by utilizing the New Jersey Technology Business Tax Certificate Transfer Program whereby
the State of New Jersey allows us to sell a portion of our state net operating losses to a third party.

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History of Operating Losses

We have experienced substantial operating losses since inception. As of December 31, 2021, we had an accumulated deficit of
approximately  $221,185,000,  which  included  losses  of  approximately  $24,559,000,  $7,837,000  and  $19,266,000  for  the  years  ended
December 31, 2021, 2020 and 2019, respectively. Historically, our losses have resulted principally from costs incurred in the research
and  development  of  our  polymer  technology,  our  legal,  financial  and  consulting  expenses,  and  selling,  general  and  administrative
expenses, which together were approximately $54,863,000, $40,323,000 and $36,560,000 and for the years ended December 31, 2021,
2020 and 2019, respectively.

Liquidity and Capital Resources

Since inception, our operations have been primarily financed through the private and public placement of our debt and equity
securities. At December 31, 2021, we had current assets of approximately $64,299,000 including cash, cash equivalents and restricted
cash  on  hand  of  approximately  $53,825,000  and  had  current  liabilities  of  approximately  $13,690,000.  As  of  December  31,  2021,  $25
million  of  our  total  shelf  amount  was  allocated  to  our  ATM  facility,  all  of  which  is  still  available.  Also,  we  expect  to  receive
approximately $736,000 in cash from the approved sale of our net operating losses and research and development credits from the State
of New Jersey in the first half of 2022.

We believe that we have sufficient cash to fund our operations and clinical trial activities well into the future.

Loan and Security Agreement

The  Company  and  its  wholly-owned  subsidiary,  CytoSorbents  Medical,  Inc.  (together,  the  “Borrower”),  are  parties  to  that
certain  Loan  and  Security  Agreement  (“Original  Agreement”)  with  Bridge  Bank,  a  division  of  Western  Alliance  Bank,  (the  “Bank”),
which was most recently amended on January 19, 2022 (the “Fourth Amendment Date”) under that certain Fourth Amendment to the
Amended and Restated Loan and Security Agreement (the “Fourth Amendment” and the Original Agreement, as so amended, the “Loan
Agreement”). Under the Loan Agreement, the Bank has agreed to loan a tranche of term loans in the aggregate amount of $15 million,
which are available for the Company to draw down at its sole discretion in three tranches of $5 million each at any time during the period
commencing on the Fourth Amendment Date and ending on the earlier of (i) December 31, 2022 and (ii) the occurrence of an Event of
Default (as defined in the Loan Agreement) (the “Term C Loan”).  For further discussion regarding the Loan Agreement and the Term C
Loan, please see Note 7 – Long Term Debt to our Consolidated Financial Statements, included elsewhere in this Annual Report on Form
10-K.

Critical Accounting Policies and Estimates

The  preparation  of  financial  statements  in  conformity  with  accounting  principles  generally  accepted  in  the  United  States
requires  management  to  make  estimates  and  assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure  of
contingent  assets  and  liabilities  at  the  date  of  the  financial  statements  and  the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  Actual  results  could  differ  from  those  estimates.  We  believe  the  following  critical  accounting  policies  and  estimates
have significant effect in the preparation of our consolidated financial statements.

Patents

Legal costs incurred to establish 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.

Revenue Recognition

Product Sales: Revenues from sales of products to both direct and distributor/strategic partner customers are recognized at the
time when control passes to the customer, in accordance with the terms of their respective contracts. Recognition of revenue occurs as
each performance obligation is completed.

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Grant Revenue: Revenue from grant income is based on contractual agreements. Certain agreements provide for reimbursement
of costs, other agreements provide for reimbursement of costs and an overhead margin and certain agreements are performance based,
where  revenue  is  earned  based  upon  the  achievement  of  milestones  outlined  in  the  contract.  Revenues  are  recognized  when  the
associated performance obligation is fulfilled. Costs are recorded as incurred. Amounts invoiced in excess of costs actually incurred on
fixed  price  contracts  are  classified  as  deferred  revenue  and  are  included  in  accrued  expenses  and  other  current  liabilities  in  the
consolidated balance sheet. Costs subject to reimbursement by these grants have been reflected as costs of revenue.

Research and Development

All research and development costs, payments to laboratories, research consultants and costs related to clinical trials and studies

are expensed when incurred.

Stock Based-Compensation

We account for our 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.

We  also  follow  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.

Lease Commitments

 We currently operate two leased facilities near Princeton, New Jersey and two leased facilities in Berlin, Germany as follows:

● In March 2021, we entered into a lease agreement for a new 48,511 square foot operating facility at 305 College Road East,
Princeton, New Jersey, which contains office, laboratory, manufacturing and warehouse space. The lease commenced in April
2021 and expires in March 2037.  As of February 2022, our monthly base rent is approximately $111,000.

● Our  Deer  Park  Drive  facility  consists  of  approximately  20,820  sq.  ft.,  housing  research  laboratories  and  manufacturing
operations  under  a  lease  agreement  which  expires  on  December  31  2022.  Our  monthly  base  rent  as  of  February  2022  is
approximately $35,300 and additionally we reimburse the landlord for monthly operating expenses of approximately $30,100.

● Our  office  facility  leases  in  Berlin,  Germany  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.

● Our warehouse facility lease in Berlin, Germany commenced on April 1, 2021 and requires monthly payments of base rent of
approximately  $7,800  and  other  costs  of  approximately  $240  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.

Item 7A.         Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to certain market risks in the ordinary course of business. These risks result primarily from changes in foreign
currency  exchange  rates  and  interest  rates.  In  addition,  international  operations  are  subject  to  risks  related  to  differing  economic
conditions, changes in political climate, differing tax structures and other regulations and restrictions.

To date we have not utilized derivative financial instruments or derivative commodity instruments. We do not expect to employ
these or other strategies to hedge market risk in the foreseeable future. Cash is held in checking, savings, and money market funds, which
are subject to minimal credit and market risk. We generate sales in both dollars and euros most significantly, the majority of our sales are
in Euros and changes in the exchange rate of the Euro to the U.S. dollar may positively or negatively impact our revenue. On the other
hand, should sales decline due to a devaluation of the Euro relative to the U.S. dollar, expenses related to our European subsidiary would
also decline. This produces a natural currency hedge. We believe that the market risks associated with these financial instruments are
immaterial, although there can be no guarantee that these market risks will be immaterial to us in the future.

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Item 8.            Financial Statements and Supplementary Data.

Our Financial Statements and notes thereto are included elsewhere in this Annual Report on Form 10-K and incorporated herein

by reference. See Item 15 of Part IV.

Item 9.            Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A.         Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15 and 15d-15, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we
carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.
Based  upon  that  evaluation,  our  Chief  Executive  Officer  and  Chief  Financial  Officer  concluded  that  our  disclosure  controls  and
procedures were effective as of December 31, 2021, to ensure that information required to be disclosed in our reports filed or submitted
under  the  Exchange  Act  is  (1)  recorded,  processed,  summarized  and  reported  within  the  time  periods  specified  in  the  Securities  and
Exchange  Commission’s  rules  and  forms  and  (2)  accumulated  and  communicated  to  our  management,  including  our  Chief  Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our  management’s  report  on  internal  control  over  financial  reporting  procedures  (as  defined  in  Rule  13a-15(f)  under  the
Exchange  Act)  is  included  with  the  financial  statements  reflected  in  Item  8  of  this  Annual  Report  on  Form  10-K  and  is  incorporated
herein by reference.

Attestation Report of the Registered Public Accounting Firm

WithumSmith+Brown, PC, the independent registered public accounting firm that audited the financial statements of included in
Item 8 of this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial
reporting as of December 31, 2021. This report is included with the financial statements included in Item 8 of this Annual Report on
Form 10-K and incorporated herein by reference.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the fiscal quarter ended December 31, 2021 that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.         Other Information.

None.

Item 9C.        Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

None.

Item 10.          Directors, Executive Officers and Control Persons.

PART III

Information required to be disclosed by this Item with respect to our executive officers is incorporated in this Annual Report on
Form  10-K  by  reference  from  the  section  entitled  “Officers  and  Key  Employees”  contained  in  our  definitive  proxy  statement  for  our
2022 annual meeting of stockholders scheduled to be held on June 7, 2022, which we intend to file within 120 days of the end of our
fiscal year.

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Information required to be disclosed by this Item about our board of directors is incorporated in this Annual Report on Form 10-
K by reference from the section entitled “Nomination and Election of Directors” contained in our definitive proxy statement for our 2022
annual meeting of stockholders scheduled to be held on June 7, 2022, which we intend to file within 120 days of the end of our fiscal
year.

Information required to be disclosed by this Item about the Section 16(a) compliance of our directors and executive officers is
incorporated in this Annual Report on Form 10-K by reference from the section entitled “Section 16(a) Beneficial Ownership Reporting
Compliance” contained in our definitive proxy statement for our 2022 annual meeting of stockholders scheduled to be held on June 7,
2022, which we intend to file within 120 days of the end of our fiscal year.

Information required to be disclosed by this Item about our board of directors, the audit committee of our board of directors, our
audit committee financial expert, our Code of Business Conduct and Ethics, and other corporate governance matters is incorporated in
this  Annual  Report  on  Form  10-K  by  reference  from  the  section  entitled  “Board  of  Directors  and  Corporate  Governance  Matters”
contained in our definitive proxy statement for our 2022 annual meeting of stockholders scheduled to be held on June 7, 2022, which we
intend to file within 120 days of the end of our fiscal year.

The text of our Code of Business Conduct and Ethics, which applies to our directors and employees (including our principal
executive officer, principal financial officer, and principal accounting officer or controller, and persons performing similar functions), is
posted  in  the  “Corporate  Governance”  section  of  our  website,  www.cytosorbents.com.  A  copy  of  the  Code  of  Business  Conduct  and
Ethics can be obtained free of charge on our website. We intend to disclose on our website any amendments to, or waivers from, our
Code of Business Conduct and Ethics that are required to be disclosed pursuant to the rules of the Securities and Exchange Commission
and The Nasdaq Stock Market.

The information presented on our website is not a part of this Annual Report on Form 10-K and the reference to our website is

intended to be an inactive textual reference only.

Item 11.          Executive Compensation.

Information required to be disclosed by this Item is incorporated in this Annual Report on Form 10-K by reference from the
sections  entitled  “Executive  Compensation,”  “Director  Compensation”  and  “Board  of  Directors  and  Corporate  Governance  Matters”
contained in our definitive proxy statement for our 2022 annual meeting of stockholders scheduled to be held on June 7, 2022, which we
intend to file within 120 days of the end of our fiscal year.

Item 12.          Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information required to be disclosed by this Item is incorporated in this Annual Report on Form 10-K by reference from the
sections entitled “Principal Stockholders,” “Stock Ownership of Directors, Nominees for Director, and Executive Officers” and “Equity
Compensation Plan Information” contained in our definitive proxy statement for our 2022 annual meeting of stockholders scheduled to
be held on June 7, 2022, which we intend to file within 120 days of the end of our fiscal year.

Item 13.          Certain Relationships and Related Transactions and Director Independence.

Information required to be disclosed by this Item is incorporated in this Annual Report on Form 10-K by reference from the
section(s) entitled “Certain Relationships and Related Party Transactions” and “Board of Directors and Corporate Governance Matters,”
“Compensation  for  Executive  Officers  and  Directors,  “Compensation  Committee  Interlocks  and  Insider  Participation”  and
“Compensation Committee Report” contained in our definitive proxy statement for our 2022 annual meeting of stockholders scheduled
to be held on June 7, 2022, which we intend to file within 120 days of the end of our fiscal year.

Item 14.          Principal Accounting Fees and Services.

This information required to be disclosed by this Item is incorporated in this Annual Report on Form 10-K by reference from
the  section  entitled  “Audit  and  Other  Fees”  contained  in  our  definitive  proxy  statement  for  our  2022  annual  meeting  of  stockholders
scheduled to be held on June 7, 2022, which we intend to file within 120 days of the end of our fiscal year.

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PART IV

Item 15.          Exhibits, Financial Statement Schedules.

(a)          Financial Statements and Schedules:

1.      Financial Statements

The following consolidated financial statements and reports of independent registered public accounting firm are included herein:

Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

2.      Financial Statement Schedules

Not applicable.

3.      List of Exhibits

F-3
F-5
F-6
F-7
F-8
F-9

Exhibit
No.
3.1

  Description
  Second Amended and Restated Certificate of Incorporation, dated June 12, 2019 (incorporated by reference to Exhibit 3.1

to the Registrant’s Current Report on Form 8-K filed on June 13, 2019).

3.2

  Amended and Restated Bylaws of CytoSorbents Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s

Current Report on Form 8-K filed on April 8, 2021).

4.1*

  Description of Capital Stock of CytoSorbents Corporation.

10.1.+

10.2.+

10.3+

  Amended and Restated Employment Agreement, dated as of July 30, 2019, by and between CytoSorbents Medical, Inc.
and  Phillip  P.  Chan  (incorporated  by  reference  to  Exhibit  10.1  of  the  Registrant’s  current  report  on  Form  8-K  filed  on
August 5, 2019).

  Amended and Restated Employment Agreement, dated as of July 30 2019, by and between CytoSorbents Medical, Inc. and
Vincent  Capponi  (incorporated  by  reference  to  Exhibit  10.2  of  the  Registrant’s  current  report  on  Form  8-K  filed  on
August 5, 2019).

  Amended and Restated Employment Agreement, dated as of July 30, 2019, by and between CytoSorbents Medical, Inc.
and Kathleen P. Bloch (incorporated by reference to Exhibit 10.3 of the Registrant’s current report on Form 8-K filed on
August 5, 2019).

10.4+

  Consulting Agreement with Dr. Robert Bartlett Effective as of January 1, 2015 (incorporated by reference to Exhibit 10.1

to the Registrant’s Current Report on Form 8-K filed on February 9, 2016).

10.5+

  Separation  Agreement  and  Release,  dated  December  9,  2019,  by  and  between  CytoSorbents  Corporation  and  Dr.  Eric
Mortensen incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 12,
2019).

10.6+

  Lease Agreement between Princeton Corporate Plaza LLC and the Registrant dated as of March 9, 2000 (incorporated by

reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2015).

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10.7

10.8

10.9

  Third  Amendment  to  Lease  Agreement  between  Princeton  Corporate  Plaza  LLC  and  the  Registrant  dated  as  of
December 12, 2014 (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed on
March 31, 2015).

  Fourteenth  Amendment  to  Lease  Agreement  by  and  between  the  Registrant  and  Princeton  Corporate  Plaza,  LLC,  dated
April 1, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9,
2016).

  Amended  and  Restated  Fourteenth  Amendment  to  Lease  Agreement  by  and  between  the  Registrant  and  Princeton
Corporate Plaza LLC, dated August 5, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report
on Form 10-Q filed on May 9, 2016).

10.10

  Eighteenth  Amendment  to  Lease  Agreement  by  and  between  the  Registrant  and  Princeton  Corporate  Plaza,  LLC,  dated
January  4,  2019  (incorporated  by  reference  to  Exhibit  10.1  to  the  Registrant’s  Quarterly  Report  on  Form  10-Q  filed  on
August 6, 2019).

10.11

  Royalty Agreement between Guillermina Vega Montiel and the Registrant dated as of August 11, 2003 (incorporated by

reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2015).

10.12

  Stipulated Order and Settlement Agreement between Bro-Tech Corporation, Purolite International Ltd. And the Registrant,
dated August 7, 2006 (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed on
September 8, 2006).

10.13†

  Distribution  Agreement  between  Biocon  Biologics  Limited  and  the  Registrant  dated  as  of  September  20,  2013

(incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2015).

10.14†

  First Amendment to the Distribution Agreement between Biocon Biologics Limited and the Registrant, dated October 30,
2014 (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2015).

10.15+

  CytoSorbents Corporation 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s

Current Report on Form 8-K filed on July 6, 2006).

10.16+

  Amendment  No.  1  to  the  CytoSorbents  Corporation  2006  Long-Term  Incentive  Plan  (incorporated  by  reference  to

Exhibit 10.1 to the Registrant’s registration statement on Form S-8, filed on November 4, 2014).

10.17+

  Amendment  No.  1  to  the  CytoSorbents  Corporation  2006  Long-Term  Incentive  Plan  (incorporated  by  reference  to

Exhibit 10.1 to the Registrant’s registration statement on Form S-8, filed on November 4, 2014).

10.18

10.19

10.20

10.21

10.22

Amended  and  Restated  CytoSorbents  Corporation  2014  Long-Term  Incentive  Plan  (incorporated  by  reference  to  Exhibit
10.1 to the Registrant's Registration Statement on Form S-8, filed with the SEC on August 26, 2019).

  Amended  and  Restated  Loan  and  Security  Agreement,  dated  as  of  March  29,  2018,  by  and  among  CytoSorbents
Corporation,  CytoSorbents  Medical,  Inc.  and  Western  Alliance  Bank  (incorporated  by  reference  to  Exhibit  10.1  to
Registrant’s Current Report on Form 8-K filed on April 4, 2018).

  First  Amendment  to  Amended  and  Restated  Loan  and  Security  Agreement,  dated  as  of  July  30,  2019,  by  and  among
CytoSorbents  Corporation,  CytoSorbents  Medical,  Inc.  and  Western  Alliance  Bank  (incorporated  by  reference  to
Exhibit 10.1 of the Registrant’s current report on Form 8-K filed on August 5, 2019).

Third Amendment to Amended and Restated Loan and Security Agreement, dated as of December 4, 2020, by and among
CytoSorbents Corporation, CytoSorbents Medical, Inc. and Western Alliance Bank (incorporated by reference to Exhibit
10.1 to the Registrant's Current Report on Form 8-K filed on December 10, 2020).

  Fourth  Amendment  to  the  Amended  and  Restated  Loan  and  Security  Agreement,  dated  as  of  January  19,  2022,  by  and
among  CytoSorbents  Corporation,  CytoSorbents  Medical,  Inc.  and  Western  Alliance  Bank  (incorporated  by  reference  to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 20, 2022).

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10.23

10.24

10.25†

10.26†

10.27

10.28

Success Fee Letter, dated as of March 29, 2018, by and among CytoSorbents Corporation, CytoSorbents Medical, Inc. and
Western Alliance Bank (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on
April 2, 2018).

  Success  Fee  Letter,  dated  as  of  January  19,  2022,  by  and  among  CytoSorbents  Corporation,  CytoSorbents  Medical,  Inc.
and Western Alliance Bank (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed
on January 20, 2022).

  Exclusive  Distribution  Agreement,  dated  as  of  September  26,  2014,  by  and  between  CytoSorbents  Europe  GmbH  and
Aferetica s.r.l. (incorporated by reference to Exhibit 10.23 of Registrant’s Annual Report on Form 10-K filed on March 7,
2019).

  Amendment to Exclusive Distribution Agreement, dated December 15, 2014, by and between CytoSorbents Europe GmbH
and Aferetica s.r.l (incorporated by reference to Exhibit 10.24 of Registrant’s Annual Report on Form 10-K filed on March
7, 2019).

Open Market Sale AgreementSM, dated as of December 30, 2021, by and between CytoSorbents Corporation and Jefferies
LLC (incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on
December 30, 2021).

Lease,  dated  as  of  March  26,  2021,  by  and  between  300  CR  LLC  and  CytoSorbents  Medical,  Inc.  (incorporated  by
reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 31, 2021).

21.1*

List of Subsidiaries.

23.1*

  Consent of WithumSmith+Brown, PC.

31.1*

  Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.

31.2*

  Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.

32.1*

  Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002.

32.2*

  Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002.

101

  The  following  materials  from  CytoSorbents  Form  10-K  for  the  fiscal  year  ended  December  31,  2021,  formatted  in
Extensible  Business  Reporting  Language  (XBRL):  (1)  Consolidated  Balance  Sheets  at  December  31,  2021  and
December  31,  2020,  (iii)  Consolidated  Statements  of  Operations  and  Comprehensive  Loss  for  the  years  ended
December 31, 2021, 2020 and 2019, (iii) Consolidated Statements of Changes in Redeemable Convertible Preferred Stock
and Stockholders’ Equity/(Deficit) for the years ended December 31, 2021, 2020 and 2019, (iv) Consolidated Statements of
Cash  Flows  for  the  years  ended  December  31,  2021,  2020  and  2019,  and  (v)  Notes  to  the  Consolidated  Financial
Statements.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

Filed or furnished herewith.

+ Management contract or compensatory plan or arrangement of the Registrant required to be filed as an exhibit to this Annual Report.

† Confidential treatment has been requested for certain portions of this exhibit. The confidential portions of this exhibit have been

omitted and filed separately with Securities and Exchange Commission.

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In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

Item 16.          Form 10-K Summary.

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, CytoSorbents Corporation has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on this 10th day of March, 2022.

CYTOSORBENTS CORPORATION

By: /s/ Dr. Phillip P. Chan
  Dr. Phillip P. Chan

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

Signature

     Title

/s/ Dr. Phillip P. Chan
Dr. Phillip P. Chan

  Chief Executive Officer (Principal
  Executive Officer) and Director

/s/ Kathleen P. Bloch
Kathleen P. Bloch

  Chief Financial Officer

(Principal Financial and Accounting Officer)

     Date

  March 10, 2022

  March 10, 2022

/s/ Al Kraus
Al Kraus

/s/ Alan D. Sobel
Alan D. Sobel

/s/ Edward R. Jones
Edward R. Jones

/s/Michael G. Bator
Michael G. Bator

  Chairman of the Board

  March 10, 2022

  Director

  Director

  Director

74

  March 10, 2022

  March 10, 2022

  March 10, 2022

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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FINANCIAL STATEMENTS

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2021 and 2020

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

Page

F-2

F-3

F-5

F-6

F-7

F-8

F-9

F-1

 
 
 
 
 
 
 
 
 
 
 
 
 
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Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to
provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting  and  the  preparation  of  financial  statements  for  external
purposes in accordance with generally accepted accounting principles in the United States of America. A company’s internal control over
financial  reporting  includes  those  policies  and  procedures  that  (i)  pertain  to  the  maintenance  of  records  that,  in  reasonable  detail,
accurately  and  fairly  reflect  the  transactions  and  dispositions  of  the  assets  of  the  Company;  (ii)  provide  reasonable  assurance  that
transactions  are  recorded  as  necessary  to  permit  preparation  of  financial  statements  in  accordance  with  generally  accepted  accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Further,
because of changes in conditions, effectiveness of internal control over financial reporting may vary over time. Management, with the
participation  of  the  Chief  Executive  Officer  and  the  Chief  Financial  Officer,  working  with  an  external  consultant,  conducted  an
evaluation  of  the  effectiveness  of  internal  control  over  financial  reporting  based  on  the  framework  in  Internal-Control  –Integrated
Framework  issued  in  2013  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway  Commission.  Based  on  this  evaluation,
management concluded that internal control over financial reporting was effective as of December 31, 2021.

WithumSmith+Brown, PC, the independent registered public accounting firm that audited the Company’s consolidated financial
statements included in this Annual Report on Form 10-K, was engaged to audit our internal controls over financial reporting. Their report
appears on page F-3.

/s/ Dr. Phillip P. Chan
Dr. Phillip P. Chan
Chief Executive Officer
(Principal Executive Officer)

March 10, 2022

/s/ Kathleen P. Bloch
Kathleen P. Bloch
Chief Financial Officer
(Principal Financial Officer)

F-2

    
 
 
 
 
 
 
 
 
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Board of Directors and Stockholders
Cytosorbents Corporation:

Report of Independent Registered Public Accounting Firm

Opinion on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Cytosorbents Corporation (the "Company") as of December 31, 2021
and 2020, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows,
for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "consolidated
financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on
the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period
ended  December  31,  2021,  in  conformity  with  accounting  principles  generally  accepted  in  the  United  States  of  America.  Also  in  our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,
based on criteria established in Internal Control-Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
management’s  report  on  internal  control  over  financial  reporting.  Our  responsibility  is  to  express  an  opinion  on  the  Company’s
consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a
public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error
or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation  of  the  consolidated  financial  statements.  Our  audit  of  internal  control  over  financial  reporting  included  obtaining  an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the  design  and  operating  effectiveness  of  internal  control  based  on  the  assessed  risk.  Our  audits  also  included  performing  such  other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements  in  accordance  with  accounting  principles  generally  accepted  in  the  United  States  of  America,  and  that  receipts  and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3)  provide  reasonable  assurance  regarding  prevention  or  timely  detection  of  unauthorized  acquisition,  use,  or  disposition  of  the
company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any  evaluation  of  effectiveness  to  future  periods  are  subject  to  the  risk  that  controls  may  become  inadequate  because  of  changes  in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matter
The  critical  audit  matters  communicated  below  is  a  matter  arising  from  the  current  period  audit  of  the  financial  statements  that  was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical
audit  matters  does  not  alter  in  any  way  our  opinion  on  the  consolidated  financial  statements,  taken  as  a  whole,  and  we  are  not,  by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures
to which they relate.

Stock Based Compensation
Description of the Matter

As discussed in Notes 2 and 11 of the consolidated financial statements, the Company grants stock-based awards including stock options,
restricted stock units and performance-based stock awards to their employees as compensation for their service. The Company recorded
approximately  $4,020,000  in  stock-based  compensation  expense  during  the  year  ended  December  31,  2021.  Certain  awards  include
performance  conditions  that  only  vest  if  those  conditions  are  met,  and  the  quantity  of  awards  received  can  range  based  on  the  level
performance  achieved.  In  2021,  the  Company  had  1,323,4000  of  such  awards  outstanding,  and  recorded  stock-based  compensation
expense related to these performance awards of approximately $273,000.

Auditing the Company's accounting for stock-based compensation required complex auditor judgment due to the number and the variety
of the types of equity awards, the subjectivity of assumptions used to value stock-based awards and the frequent use of performance-
based vesting conditions. In particular, judgment was required to evaluate the nature of the annual performance conditions, as well as to
assess the satisfaction of the performance targets.

How we Addressed the Matter in our Audit
Addressing the matter involved obtaining an understanding, evaluating the design and testing the operating effectiveness of controls over
the  Company’s  process  for  determining  stock-based  compensation  expense,  including  testing  management’s  review  controls  over  the
underlying  calculations,  the  significant  assumptions  used  in  valuing  certain  awards,  identification  of  the  terms  of  the  performance
conditions  and  the  key  inputs  used  in  determining  the  outcome  of  each  performance  condition.  We  assessed  the  appropriateness  of
judgments  made  by  management  in  determining  key  assumptions  related  to  the  awards,  such  as  service  inception  date  based  on  the
annual performance conditions. We tested the accuracy of the data used in measuring the awards by agreeing the underlying inputs, such
as grant date, grant price, performance targets and vesting terms, among others, back to source documents, such as compensation meeting
minutes  or  award  letters.  Additionally,  we  tested  the  related  valuation  report  on  volatility  prepared  by  its  specialists  by  involving  our
internal valuation specialists to assess the valuation methodologies and assumptions used. We determined whether performance targets
were satisfied in accordance with the contractual conditions, and recalculated grant date fair value by multiplying the awarded quantity
of awards by the grant price. We also evaluated the adequacy of the Company’s stock-based compensation disclosures included in Notes
2 and 11 in relation to these matters.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2004.
East Brunswick, New Jersey

March 10, 2022
PCAOB ID Number 100

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December 31, 

ASSETS
Current Assets:

CYTOSORBENTS CORPORATION
CONSOLIDATED BALANCE SHEETS

2021

2020

Cash and cash equivalents
Grants and accounts receivable, net of allowance for doubtful accounts of $60,539 and $46,851

$

52,137,707

$

71,421,601

at December 31, 2021 and 2020, respectively

Inventories
Prepaid expenses and other current assets

Total current assets

Property and equipment – net
Restricted cash
Right of use asset
Other assets
Total Assets

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable
Accrued expenses and other current liabilities
Lease liability – current portion

Total current liabilities
Lease liability, net of current portion
Total liabilities

Commitments and contingencies (Note 10)
Stockholders’ Equity:
Preferred Stock, Par Value $0.001, 5,000,000 shares authorized; No shares issued and

outstanding at December 31, 2021 and 2020

Common Stock, Par Value $0.001, 100,000,000 shares authorized; 43,478,487 and 43,221,999

shares issued and outstanding at December 31, 2021 and 2020, respectively

Additional paid-in capital
Accumulated other comprehensive income (loss)
Accumulated deficit
Total stockholders' equity
Total Liabilities and Stockholders’ Equity

$

$

4,523,430
4,766,098
2,871,655
64,298,890

5,150,886
1,687,459
13,423,472
4,958,575
89,519,282

2,805,235
10,314,341
570,566
13,690,142
13,250,943
26,941,085

$

$

—  

—

5,159,275
2,673,799
3,198,460
82,453,135

2,119,927
—
1,029,123
4,348,286
89,950,471

1,835,082
7,870,687
447,485
10,153,254
581,638
10,734,892

—

—

43,478
283,194,429
525,585
(221,185,295)
62,578,197
89,519,282

$

43,222
277,533,082
(1,734,078)
(196,626,647)
79,215,579
89,950,471

$

The Notes to Consolidated Financial Statements are an integral part of these statements.

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CYTOSORBENTS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Year ended
December 31,
2021

Year ended
December 31,
2020

Year ended
December 31,
2019

Revenue:

CytoSorb sales
Other sales

Total product sales

Grant income

Total revenue
Cost of revenue
Gross profit
Operating expenses:

Research and development
Legal, financial and other consulting
Selling, general and administrative

Total operating expenses
Loss from operations
Other income (expense):
Interest (expense), net
Gain/(loss) on foreign currency transactions
Total other income (expense), net

$ 39,996,700 $ 39,342,102 $ 22,545,754
220,100
22,765,854
2,183,619
24,949,473
7,363,919
17,585,554

111,867
40,108,567
3,056,960
43,165,527
11,047,350
32,118,177

110,400
39,452,502
1,552,099
41,004,601
11,052,409
29,952,192

16,380,930
2,731,515
35,750,477
54,862,922
(22,744,745)

8,810,561
3,048,242
28,463,723
40,322,526
(10,370,334)

12,091,797
2,462,151
22,005,670
36,559,618
(18,974,064)

28,007
(2,577,913)
(2,549,906)

(1,201,067)
2,607,139
1,406,072

(1,033,661)
(350,365)
(1,384,026)

Loss before benefit from income taxes

(25,294,651)

(8,964,262)

(20,358,090)

Benefit from income taxes

736,003  

1,127,074  

1,092,446

Net loss attributable to common shareholders

$ (24,558,648) $ (7,837,188) $ (19,265,644)

Basic and diluted net loss per common share

$

(0.57) $

(0.20) $

(0.60)

Weighted average number of shares of common stock outstanding

43,359,186

38,818,990

32,255,253

Comprehensive loss:
Net loss
Other comprehensive income (loss):
Currency translation adjustment

Comprehensive loss

$ (24,558,648) $ (7,837,188) $ (19,265,644)

2,259,663

237,803
$ (22,298,985) $ (10,097,244) $ (19,027,841)

(2,260,056)

The Notes to Consolidated Financial Statements are an integral part of these statements.

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CYTOSORBENTS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 and 2019

Common Stock

Shares

    Par value    

Paid-In
Capital

Accumulated
Other
Comprehensive
     Income (Loss)     

Accumulated
Deficit

Stockholders’
Equity

Balance at December 31, 2018
Stock based compensation - employees, consultants and directors
Issuance of common stock - offerings,  net of fees incurred
Issuance of restricted stock options
Proceeds from exercise of warrants
Cashless exercise of warrants
Proceeds from exercise of stock options
Cashless exercise of stock options
Other comprehensive income, foreign translation adjustment
Net loss
Balance at December 31, 2019
Stock based compensation - employees, consultants and directors
Issuance of common stock - offerings, net of fees incurred
Issuance of restricted stock options
Proceeds from exercise of stock options
Cashless exercise of stock options
Other comprehensive income, foreign translation adjustment
Net loss
Balance at December 31, 2020
Stock based compensation - employees, consultants and directors
Issuance of common stock - offerings, net of fees incurred
Issuance of restricted stock options
Proceeds from exercise of stock options
Cashless exercise of stock options
Other comprehensive loss, foreign translation adjustment
Net loss
Balance at December 31, 2021

31,774,139

$ 31,774

288,175

$ (169,523,815)

—  

191,244
84,249
360,358
9,029
173,734
23,354

—  
—  

$

$ 186,138,466
1,666,024
673,461
663,284
1,768,130
(9)
739,573
(22)
—  
—  

—  
192
84
361
9
174
22
—  
—  

32,616,107

  32,616

—  

—  

10,163,256
87,728
341,507
13,401

  10,162
88
342
14
—  
—  

—  
—  

43,221,999

  43,222

—  
—  

106,662
139,102
10,724

—  
—  

—  
—  
107
139
10
—  
—  

  191,648,907
3,513,671
80,203,846
657,692
1,508,980
(14)
—  
—  

  277,533,082
4,020,819
(90,000)
928,310
805,060
(2,842)

43,478,487

$ 43,478

$ 283,194,429

—  
—  
$

—  
—  
—
—  
—  
—  
—  

237,803

—  

525,978

—  
—  
—
—  
—  

(2,260,056)

—  
—  
—  
—  
—  

2,259,663

—  

(7,837,188)
  (196,626,647)

(1,734,078)

—  

(24,558,648)
$ (221,185,295)

525,585

—  
—  
—
—  
—  
—  
—  
—  

$ 16,934,600
1,666,024
673,653
663,368
1,768,491
—
739,747
—
237,803
  (19,265,644)
3,418,042
—  
3,513,671
—   80,214,008
657,780
—
1,509,322
—  
—
—  
(2,260,056)
—  
(7,837,188)
  79,215,579
4,020,819
(90,000)
928,417
805,199
(2,832)
2,259,663
  (24,558,648)
$ 62,578,197

—  
—  
—  
—  
—  
—  

(19,265,644)
  (188,789,459)

The Notes to Consolidated Financial Statements are an integral part of these statements.

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CYTOSORBENTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash used by operating activities:

Year ended
December 31, 
2021

Year ended
December 31, 
2020

Year ended
December 31, 
2019

$

(24,558,648)

$

(7,837,188)

$

(19,265,644)

Non-cash  compensation
Depreciation and amortization
Amortization of right of use asset
Bad debt expense (recovery)
Foreign currency transaction (gains) losses
Stock-based compensation
Amortization of loan acquisition costs
Changes in operating assets and liabilities:

Grants and accounts receivable
Inventories
Prepaid expenses and other current assets
Other assets
Accounts payable and accrued expenses

Net cash used by operating activities

Cash flows from investing activities:

Purchases of property and equipment
Patent costs

Net cash used by investing activities

Cash flows from financing activities:

Proceeds from long-term debt
Repayment of long-term debt
Final fee on long-term debt
Payment of loan acquisition costs
Equity contributions - net of fees incurred
Proceeds from exercise of stock options
Proceeds from exercise of warrants

Net cash provided by financing activities
Effect of exchange rates on cash
Net change in cash and cash equivalents

Cash and cash equivalents at beginning of year
Cash and cash equivalents  at end of year

Supplemental disclosure of cash flow information:
Cash paid during the year for interest

Supplemental disclosure of non-cash financing activities:
Settlement of accrued bonuses with restricted stock units

2,183,317
731,578
398,035
(512)
2,577,913
4,020,819
—

420,578
(2,350,547)
280,915
(135,857)
2,426,810
(14,005,599)

(3,641,248)
(640,013)
(4,281,261)

1,193,949
660,788

(102,310)
(2,607,139)
3,513,671
322,812

(326,860)
(461,512)
(1,076,849)
—
1,107,352
(5,613,286)

(708,395)
(967,823)
(1,676,218)

—  
—  
—
—
(90,000)
805,199
—
715,199
(24,774)
(17,596,435)

1,410,900
(16,410,900)
(375,000)
—
80,214,008
1,509,322
—
66,348,330
130,357
59,189,183

71,421,601
53,825,166

$

12,232,418
71,421,601

— $

1,127,647

928,417

$

657,780

$

$

$

$

$

$

1,173,743
581,532

72,429
350,365
1,666,024
115,206

(642,171)
(1,284,848)
(953,888)
4,030
1,424,440
(16,758,782)

(698,165)
(821,952)
(1,520,117)

5,000,000
—
—
(4,212)
673,653
739,747
1,768,491
8,177,679
(35,199)
(10,136,419)

22,368,837
12,232,418

1,059,541

425,639

The Notes to Consolidated Financial Statements are an integral part of these statements.

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1. BASIS OF PRESENTATION:

CYTOSORBENTS CORPORATION
Notes to Consolidated Financial Statements

The  accompanying  consolidated  financial  statements  include  the  results  of  CytoSorbents  Corporation  (the  “Parent”),
CytoSorbents  Medical  Inc.,  its  wholly-owned  operating  subsidiary  (the  “Subsidiary”),  and  CytoSorbents  Europe  GmbH,  its  wholly-
owned  European  subsidiary  (the  “European  Subsidiary”).  In  addition,  the  consolidated  financial  statements  include  CytoSorbents
Switzerland GmbH and CytoSorbents Poland Sp. z.o.o., wholly owned subsidiaries of CytoSorbents Europe GmbH, and CytoSorbents
UK Limited, a wholly-owned subsidiary of CytoSorbents Medical, Inc. These entities are collectively referred to as “the Company”.

In years prior to December 31, 2020, the Company’s consolidated financial statements were prepared on a going concern basis,
which  contemplates  the  realization  of  assets  and  satisfaction  of  liabilities  in  the  normal  course  of  business.  On  July  24,  2020,  the
Company closed an underwritten public offering of 6,052,631 shares of its common stock at a public offering price of $9.50 per share
(the  “Offering”).    Gross  proceeds  from  the  Offering  amounted  to  approximately  $57.5  million  and,  after  deducting  the  underwriting
discounts  and  commissions  and  expenses  related  to  the  Offering,  the  Company  received  total  net  proceeds  of  approximately    $53.8
million. See Note 11. As of December 31, 2021, the Company’s cash, cash equivalents and restricted cash balances were approximately
$53.8 million, which the Company expects will fund the Company’s operations well beyond twelve months from the issuance of these
financial statements. As a result, the Company has determined that the going concern risk has been substantially mitigated.

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.  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 70 countries around the world, as a safe and
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  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.

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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 August 2021, the Company announced that it was granted a second Breakthrough Device designation for its DrugSorb-ATR
Antithrombotic Removal System by the U.S. Food and Drug Administration (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.

If FDA marketing approval is obtained for either the removal of ticagrelor or direct oral anticoagulants indications, the device
would be marketed as DrugSorb-ATR in the United States. The DrugSorb-ATR Antithrombotic Removal System is based on the same
polymer technology as CytoSorb.

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 is protected by 21 issued U.S. patents and multiple international patents,
with  applications  pending  both  in  the  U.S.  and  internationally,  including  HemoDefend,  ContrastSorb,  DrugSorb,  DrugSorb-ATR  and
others. 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 2022 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 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 and CytoSorbents Poland Sp. z.o.o., wholly owned subsidiaries of CytoSorbents Europe GmbH, and CytoSorbents
UK Limited, a wholly-owned subsidiary 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. Foreign currency transaction gain (loss) included in net loss amounted to approximately $(2,578,000), $2,607,000
and $(350,000) for the years ended December 31, 2021, 2020 and 2019, respectively. The Company translates assets and liabilities of the
European  subsidiary,  whose  functional  currency  is  their  local  currency,  at  the  exchange  rate  in  effect  at  the  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.

Cash and Cash Equivalents

The  Company  considers  all  highly  liquid  instruments  purchased  with  an  original  maturity  of  three  months  or  less  to  be  cash

equivalents.

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The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts

shown in the consolidated balance sheets and consolidated statements of cash flows:

Cash and cash equivalents
Restricted cash

Total cash, cash equivalents and restricted cash

Restricted Cash

December 31,

2021

2020

$ 52,137,707 $ 71,421,601
—
$ 53,825,166 $ 71,421,601

1,687,459  

The Company’s total restricted cash in the amount of $1,687,459 consists of cash of $1,467,459 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 $220,000 that the Company is obligated to maintain as collateral for the credit limit on the Company’s
credit card account.

Grants and Accounts Receivable

Grants receivable represent amounts due from U.S. government agencies and are included in Grants and Accounts Receivable.

Accounts receivable are unsecured, non-interest bearing customer obligations due under normal trade terms. The Company sells
its  devices  to  various  hospitals  and  distributors.  The  Company  performs  ongoing  credit  evaluations  of  customers’  financial  condition.
Management reviews accounts receivable periodically to determine collectability. Balances that are determined to be uncollectible are
reserved in the allowance for doubtful accounts.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined using a first-in first-out (“FIFO”) basis. At
December  31,  2021  and  2020,  the  Company’s  inventory  was  comprised  of  finished  goods,  which  amounted  to  $3,084,606  and
$1,164,635,  respectively,  work  in  process  which  amounted  to  $1,322,736  and  $1,222,062,  respectively  and  raw  materials  which
amounted to $358,756 and $287,102, 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.

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
statements of operations in the year of disposal. Repairs and maintenance expenditures are expensed as incurred.

Patents

Legal costs incurred to establish 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.

Revenue Recognition

Product Sales: Revenues from sales of products to both direct and distributor/strategic partner customers are recognized at the
time when control passes to the customer, in accordance with the terms of their respective contracts. Recognition of revenue occurs as
each performance obligation is completed.

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Grant Revenue: Revenue from grant income is based on contractual agreements. Certain agreements provide for reimbursement
of costs, other agreements provide for reimbursement of costs and an overhead margin and certain agreements are performance based,
where  revenue  is  earned  based  upon  the  achievement  of  milestones  outlined  in  the  contract.  Revenues  are  recognized  when  the
associated performance obligation is fulfilled. Costs are recorded as incurred. Amounts invoiced in excess of costs actually incurred on
fixed  price  contracts  are  classified  as  deferred  revenue  and  are  included  in  accrued  expenses  and  other  current  liabilities  in  the
consolidated balance sheet. Costs subject to reimbursement by these grants have been reflected as costs of revenue.

Research and Development

All research and development costs, payments to laboratories, research consultants and costs related to clinical trials and studies

are expensed when incurred.

Advertising Expenses

Advertising costs are charged to activities when incurred. Advertising expense amounted to approximately $615,000, $285,000
and $314,000 in 2021, 2020 and 2019, respectively, and is included in selling, general, and administrative expenses on the consolidated
statements of operations and comprehensive loss.

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. The Tax Cuts and Jobs Act reduced the U.S. federal corporate tax
rate from 35% to 21%. See Note 9 for the impact of the tax rate change on deferred tax assets and liabilities.

The Company follows the accounting standards associated with uncertain tax provisions. The Company had no unrecognized

tax benefits at December 31, 2021 or 2020. 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 tax carryforwards and Research and Development credits to an industrial company.

CytoSorbents Europe GmbH, CytoSorbents Switzerland GmbH, CytoSorbents Poland Sp. z.o.o. and CytoSorbents UK Limited
files  an  annual  corporate  tax  return,  a  VAT  return  and  a  trade  tax  return  in  Germany,  Switzerland,  Poland  and  the  United  Kingdom,
respectively.

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  and  liabilities.  Actual  results  could  differ  from  these  estimates.  The  valuation  of  options  granted  is  a
significant estimate 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.  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 grant agencies in the United States. (See Note 3 for further information relating to the Company’s revenue.)

As of December 31, 2021, one distributor accounted for approximately 12% of outstanding grants and accounts receivables. As

of December 31, 2020, no agency, distributor/strategic partners or direct customer represented more than 10% of outstanding grants

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and  accounts  receivable.  For  the  years  ended  December  31,  2021,  2020  and  2019  no  agency,  distributor/strategic  partners  or  direct
customer represented more than 10% 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.

Net Loss per Common Share

Basic net loss per share is computed by dividing loss attributable to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted net loss per common share is computed using the treasury stock method on the
basis of 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  warrants,  stock  options  and  restricted  shares.  The  computation  of
diluted net loss per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect
on earnings (See Note 12).

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 non-

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 shipping and handling costs in cost of revenue. Total freight costs amounted to approximately $276,000, $560,000 and $476,000
for the years ended December 31, 2021, 2020 and 2019, respectively.

Effect of Recent Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board (the “FASB”), issued Accounting Standards Update No. 2021-10
entitled “Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance” (the “ASU”).  This ASU
will require enhanced disclosures related to the Company’s contracts with the U.S. Government. The ASU is effective for annual periods
beginning after December 15, 2021.  The Company intends to implement the provisions of this ASU during the first quarter of 2022.

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3. REVENUE:

The  following  table  disaggregates  the  Company’s  revenue  by  customer  type  and  geographic  area  for  the  year  ended

December 31, 2021:

Product sales:
United States
Germany
All other countries

Total product revenue
Grant and other income:

United States

Total revenue

Direct

Distributors/
     Strategic Partners     

United States
Government
Agencies

Total

$
189,167
  21,006,432
5,846,256
  27,041,855

$

1,500,700
—
11,566,012
13,066,712

$

— $
—
—
—

1,689,867
21,006,432
17,412,268
40,108,567

—

—

3,056,960

3,056,960

$ 27,041,855

$

13,066,712

$

3,056,960

$ 43,165,527

The  following  table  disaggregates  the  Company’s  revenue  by  customer  type  and  geographic  area  for  the  year  ended

December 31, 2020:

Product sales:
United States
Germany
All other countries

Total product revenue
Grant and other income:

United States

Total revenue

Direct

Distributors/
     Strategic Partners     

United States
Government
Agencies

Total

$
1,148,300
  20,257,410
5,275,619
  26,681,329

$

192,900
—
12,578,273
12,771,173

$

— $
—
—
—

1,341,200
20,257,410
17,853,892
39,452,502

—

—

1,552,099

1,552,099

$ 26,681,329

$

12,771,173

$

1,552,099

$ 41,004,601

The  following  table  disaggregates  the  Company’s  revenue  by  customer  type  and  geographic  area  for  the  year  ended

December 31, 2019:

Product sales:
United States
Germany
All other countries
Total product revenue
Grant and other income:

United States

Total revenue

Direct

Distributors/
     Strategic Partners     

United States
Government
Agencies

Total

$

$

220,100
14,396,418
3,147,529
  17,764,047

— $
—
5,001,807
5,001,807

220,100
— $
14,396,418
—
—  
8,149,336
—   22,765,854

—  

—  

2,183,619

2,183,619

$ 17,764,047

$

5,001,807

$

2,183,619

$ 24,949,473

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. Both of these revenue streams are within the scope of this
accounting pronouncement. 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

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sale in the United States. However, in April 2020, the Company was granted Emergency Use Authorization (“EUA”) of CytoSorb for use
in critically-ill patients infected with COVID-19 by the United States Food and Drug Administration (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  and  Norway.  Direct  sales  are  fulfilled  from  the  Company’s  office  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 vs 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.

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  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.

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:

Contract receivables, which are included in accounts receivable
Contract liabilities, which are included in Accrued expenses and other current liabilities

F-15

    December 31, 2021    December 31, 2020
2,996,679
1,014,652

3,000,708
2,251,177

$
$

$
$

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Contract receivables represent balances due from sales to distributors and amounts invoiced on grant contracts.

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 $303,824 and $286,301 at December 31, 2021 and 2020, respectively, and deferred grant
revenue  related  to  the  billing  on  fixed  price  contracts  in  excess  of  costs  incurred,  which  amounted  to  $1,947,353  and  $728,351  at
December 31, 2021 and 2020, respectively.

4. PROPERTY AND EQUIPMENT, NET:

Property and equipment - net, consist of the following:

December 31, 

2021

2020

Furniture and fixtures
Equipment and computers
Leasehold improvements

Less accumulated depreciation and amortization
Property and Equipment, Net

$ 1,424,476
  5,863,673
  2,623,356
  9,911,505
  4,760,619
$ 5,150,886

$ 1,081,366  
  4,318,323  
971,247  
  6,370,936  
  4,251,009  
$ 2,119,927  

Depreciation/
Amortization
Period

7 years
3 to 7 years
Lesser of term of lease or estimated useful life

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 amounted to $542,689, $553,946 and $495,728

respectively.

5. OTHER ASSETS:

Other assets consist of the following:

December 31, 

Patent applications pending
Patents issued
Less accumulated amortization of patents issued

Patents, net

Security deposits
Total

2021

2020

$ 2,717,701
2,641,603
(657,320)
  4,701,984
256,591
$ 4,958,575

$ 2,970,354
1,748,938
(496,898)
  4,222,394
125,892
$ 4,348,286

Amortization expense amounted to $160,422, $106,842 and $85,804 for the years ended December 31, 2021, 2020 and 2019,

respectively.

Amortization  expense  for  the  next  five  years  will  be  approximately  $192,000  for  the  year  ended  December  31,  2022;
approximately  $189,000  for  the  year  ended  December  31,  2023;  approximately  $189,000  for  the  year  ended  December  31,  2024;
approximately $189,000 for the year ended December 31, 2025 and approximately $188,000 for the year ended December 31, 2026.

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6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

Accrued expenses and other current liabilities consist of the following:

December 31, 

Accrued salaries and commissions
Deferred revenue
Clinical studies
Accrued accounts payable
Accrued royalties
Professional fees
Customer rebates
Sales, payroll and income taxes payable
Travel and entertainment
Board of Director fees
Congresses

2021

2020

$ 3,270,715
1,947,353
1,767,826
1,044,088
769,262
314,068
214,119
785,818
88,850
71,381
40,861
$ 10,314,341

$ 2,908,320
728,351
781,041
631,642
916,695
317,575
305,852
1,159,215
24,267
62,140
35,589
$ 7,870,687

7. LONG-TERM DEBT:

On  June  30,  2016,  the  Company  and  its  wholly-owned  subsidiary,  CytoSorbents  Medical,  Inc.  (together,  the  “Borrower”),
entered into a Loan and Security Agreement with Bridge Bank, a division of Western Alliance Bank, (the “Bank”), pursuant to which the
Company borrowed $10 million in two equal tranches of $5 million (the “Original Term Loans”). On March 29, 2018, the Original Term
Loans were refinanced with the Bank pursuant to an Amended and Restated Loan and Security Agreement by and between the Bank and
the Borrower (the “Amended and Restated Loan and Security Agreement”), under which the Bank agreed to loan the Borrower up to an
aggregate of $15 million to be disbursed in two tranches (1) one tranche of $10 million (the “Term A Loan”), which was funded on the
Closing  Date  and  used  to  refinance  the  Original  Term  Loans,  and  (2)  a  second  tranche  of  $5  million  which  may  be  disbursed  at  the
Borrower’s sole request prior to March 31, 2019 provided certain conditions are met (the “Term B Loan” and together with the Term A
Loan, the “Term Loans”). On July 31, 2019, the Borrower entered into the First Amendment to the Amended and Restated Loan and
Security Agreement (the "First Amendment") with the Bank, which amended certain provisions of the Amended and Restated Loan and
Security Agreement and the 2018 Success Fee Letter (the "2018 Letter"). In connection with the execution of the First Amendment, the
draw period for the Term B Loan was extended to August 15, 2019 and the Company drew down the full $5.0 million Term B Loan on
the  Settlement  Date,  bringing  the  total  outstanding  debt  to  $15  million  at  July  31,  2019.  The  proceeds  of  Term  Loans  were  used  for
general business requirements in accordance with the Amended and Restated Loan and Security Agreement.  On December 4, 2020 (the
“Third Amendment Closing Date”), the Company closed on the Third Amendment (the “Third Amendment”) of its Amended Loan and
Security Agreement with Bridge Bank.  Under the terms of the Amendment, the Company repaid the outstanding principal balance of its
existing $15 million term loans and simultaneously received a commitment from Bridge Bank to provide a new term loan of $15 million,
if needed. On January 19, 2022 (the “Fourth Amendment Closing Date”), the Company closed on the Fourth Amendment (the “Fourth
Amendment”)  of  its  Amended  Loan  and  Security  Agreement  with  Bridge  Bank.  Under  the  terms  of  the  Amendment,  the  Company
received a commitment from Bridge Bank to provide a new term loan of up to $15 million, if needed.

The Fourth Amendment provides a tranche of term loans (the “Term C Loans") in the aggregate amount of $15 million, which
are  available  for  the  Company  to  draw  down  at  its  sole  discretion  in  three  tranches  of  $5  million  each  at  any  time  during  the  period
commencing on the Fourth Amendment Date and ending on the earlier of (i) December 31, 2022 and (ii) the occurrence of an Event of
Default (as defined in the Amended Loan and Security Agreement). The Term C Loans, if taken, shall bear interest at the Index Rate
(defined in the Amendment as the greater of 3.25% or the Prime Rate as published by the Wall Street Journal on the last business date of
the month immediately preceding the month in which the interest will accrue) plus 1.25%. Pursuant to the Fourth Amendment, interest
on the Term C Loans is subject to an interest rate cap of 8.00%. The Fourth Amendment, together with the Amended Loan and Security
Agreement, provides for a period of interest only payments on the Term C Loan until the amortization date, which is January 1, 2024.
The  interest-only  period  may  be  further  extended  through  July  2024  if  the  Company  maintains  compliance  with  certain  conditions  as
outlined in the Fourth Amendment. Following the interest-only period, the Company will be required to make equal monthly payments
of principal and interest until maturity of the Term C Loans. The maturity date of the Term C Loan is December 1, 2025.

On  the  Fourth  Amendment  Closing  Date,  the  Company  was  required  to  pay  a  non-refundable  closing  fee  of  approximately
$18,750, which will amortized as a monthly charge to interest expense. On the Third Amendment Closing Date, the Company paid a
non-refundable closing fee of $75,000 and the total unamortized loan costs related to the Term Loans amounted to approximately

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$45,000.  These costs were amortized and written off as a charge to interest expense.  For the years ended December 31, 2021, 2020, and
2019,  the  Company  recorded  interest  expense  amounting  to  $75,000,  $76,718  and  $33,175,  respectively  related  to  these  costs.    In
addition,  the  Amended  and  Restated  Loan  and  Security  Agreement  required  the  Company  to  pay  a  non-refundable  final  fee  equal  to
2.5% of the principal amount of each Term Loan funded upon the earlier of the (i) April 1, 2022 maturity date or (ii) termination of the
Term Loan via acceleration or prepayment.  On the Third Amendment Closing Date, the Company paid a final fee of $375,000. For the
years  ended  December  31,  2021,  2020  and  2019  the  Company  recorded  interest  expense  of  $0,  $246,095,  and  $82,031,  respectively,
related to accrual and payment of the final fee.

The Company’s and CytoSorbents Medical, Inc.’s obligations under the Amended and Restated Loan and Security Agreement
are joint and severable and are secured by a first priority security interest in favor of the Bank with respect to the Company’s Shares (as
defined  in  the  Amended  and  Restated  Loan  and  Security  Agreement)  and  the  Borrower’s  Collateral  (as  defined  in  the  Amended  and
Restated Loan and Security Agreement, which definition excludes the Borrower’s intellectual property and other customary exceptions).

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 shall terminate on the fifth anniversary of the funding
of the Term B Loan and shall survive the termination of the loan agreement and the prepayment of the Term B Loan.

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”).  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 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.

Paycheck Protection Program:

On April 13, 2020, the Company received approximately $1,411,000 in loan proceeds from the Paycheck Protection Program
(the  “PPP”)  administered  by  the  Small  Business  Administration  (the  “SBA”)  of  the  United  States  government.  This  program  was
established  under  the  Coronavirus  Aid,  Relief  and  Economic  Security  Act  (the  “CARES  Act”).  On  April  29,  2020,  following  a
reassessment  of  the  Company’s  financial  and  operating  position,  including  cash  on  hand  and  access  to  public  capital  markets,  the
Company repaid the PPP loan.

8. 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

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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 $1,334,000 as security. 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, 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 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 April 2021, the Company entered into a Twentieth Amendment to Lease with the landlord at the existing Monmouth Junction
facility which became effective May 31, 2021. This amendment extends the term of the lease for the Company’s existing facility to May
31, 2022. The Company’s base rent is approximately $35,000 per month. In addition, the Company is obligated to pay monthly operating
expenses of approximately $30,000 per month. Under the terms of this amendment, the Company will vacate a portion of the space as of
May  31,  2022.  The  Company  will  continue  to  lease  the  remaining  space  until  December  31,  2022,  at  which  time  the  Company  will
vacate the remaining space and the lease will terminate. The Company’s base rent for the remaining space will be approximately $20,000
per  month.  Monthly  operating  expenses  will  be  approximately  $11,000  per  month.  In  addition,  the  Company  agreed  to  increase  its
security deposit by approximately $54,000 to a total of $150,000. At the end of the lease term, the entire security deposit will be paid to
the landlord for the purpose of making any needed repairs to the vacated premises, and the Company will have no further obligation to
pay for repairs to the vacated premises. Effective April 1, 2021, the Company adjusted its incremental borrowing rate to the incremental
borrowing rate used in the College Road lease and recalculated the right of use asset and lease liability under the amended terms of this
lease.  In  addition,  the  Company  also  adjusted  the  incremental  borrowing  rate  and  related  right  of  use  asset  and  lease  liability  on  the
existing Germany office lease effective April 1, 2021.

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.

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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  all  expected
renewals for all periods as the Company has determined that it is probable that the renewal options will be exercised under each of the
lease  agreements.  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:

Right-of-use asset

Total lease liability
Less current portion

Lease liability, net of current portion

The maturities of the lease liabilities are as follows as of December 31, 2021:

2022
2023
2024
2025
2026
Thereafter
  Total lease payments
Present value discount

Total

December 31, 

2021
$ 13,423,472

2020
$ 1,029,123

$ 13,821,509
(570,566)
$ 13,250,943

$ 1,029,123
(447,485)
581,638

$

    $ 1,896,652
1,266,346
1,656,678
1,695,677
1,735,747
  19,009,219
27,260,319
13,438,810
$ 13,821,509

For  the  years  ended  December  31,  2021,  2020  and  2019,  operating  cash  flows  paid  in  connection  with  operating  leases

amounted to approximately $1,968,000, $937,000 and $906,000, respectively.

As of December 31, 2021 and 2020 the weighted average remaining lease term was 14.3 years and 4.0 years, respectively.

9. INCOME TAXES:

The  Company  accounts  for  income  taxes  under  FASB  ASC  740  ("ASC  740").  Deferred  income  tax  assets  and  liabilities  are
determined  based  upon  differences  between  financial  reporting  and  tax  bases  of  assets  and  liabilities,  which  are  measured  using  the
enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company’s consolidated loss before income taxes for the years ended December 31, 2021, 2020 and 2019 is as follows:

Domestic
Foreign
Total

The benefit from income taxes consists of the following:

2021

Year Ended December 31, 
2020
$ (18,829,797) $ (5,682,628) $ (11,921,799)
(8,436,291)
  (3,281,634)
$ (25,294,651) $ (8,964,262) $ (20,358,090)

(6,464,854)

2019

State Tax, including sale of New Jersey losses & credits
Foreign tax provision

$

$

F-20

2021
736,003

Year Ended December 31, 
2020
$ 1,127,074

—  

—  

736,003

$ 1,127,074

2019
$ 1,092,446
—
$ 1,092,446

    
    
 
 
 
 
 
    
    
    
 
 
    
    
    
 
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As of December 31, 2021, the Company had federal net operating loss ("NOL") carryforwards of approximately $83.5 million,
state NOL carry forwards of approximately $9.3 million, and foreign NOL carry forwards of approximately $29.9 million, which may be
available to offset future taxable income, if any. The federal NOL carryforwards of $83.5 million, if not utilized, will expire between
2022  and  2037.  The  federal  NOL  carryforwards  of  $35.7  million  generated  since  2018  are  subject  to  an  80%  limitation  on  taxable
income,  do  not  expire  and  will  carry  forward  indefinitely.  The  state  NOL  carryforwards  of  $9.3  million,  if  not  utilized,  will  begin  to
expire  in  2041.  As  of  December  31,  2021,  the  Company  had  Federal  and  state  research  and  development  tax  credit  carryforwards  of
approximately $2.7 million and $70,000, respectively, available to reduce future tax liabilities, which will begin to expire at various dates
starting in 2022.

The NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities.
The NOLs may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant
shareholders over a three-year period in excess of 50%, as defined under Section 382 of the Internal Revenue Code of 1986, as amended,
as well as similar state tax provisions. In addition to the new provisions enacted under the Tax Cuts and Jobs Act, this could limit the
amount  of  NOLs  that  the  Company  can  utilize  annually  to  offset  future  taxable  income  or  tax  liabilities.  The  amount  of  the  annual
limitation,  if  any,  will  generally  be  determined  based  on  the  value  of  the  Company  immediately  prior  to  the  ownership  change.
Subsequent ownership changes may further affect the limitation in future years.

U.S. Tax Reform

On  December  22,  2017,  the  United  States  enacted  the  Tax  Cuts  and  Jobs  Act  ("Tax  Reform  Legislation"),  which  made
significant  changes  to  U.S.  federal  income  tax  law.  The  Company  expected  that  certain  aspects  of  the  Tax  Reform  Legislation  will
positively  impact  the  Company’s  future  after-tax  earnings  in  the  U.S.,  primarily  due  to  the  lower  federal  statutory  tax  rate.  Set  forth
below is a discussion of certain provisions of the Tax Reform Legislation and a preliminary assessment of the effect of such provisions
on the Company’s results of operations, cash flows and consolidated financial statements.

Beginning  January  1,  2018,  the  Company’s  U.S.  income,  if  any,  is  taxed  at  a  21  percent  federal  corporate  rate.  Further,  the
Company is required to recognize the effect of this rate change on its deferred tax assets and liabilities, and deferred tax asset valuation
allowances  in  the  period  the  tax  rate  change  is  enacted.  The  Company  does  not  expect  any  material  non-cash  impact  from  this  rate
change, with adjustments to deferred tax balances offset by adjustments to deferred tax valuation allowances.

Further, the Tax Reform Legislation provides for a one-time “deemed repatriation” of accumulated foreign earnings for the year
ended December 31, 2017. The Company did not pay U.S. federal cash taxes on the deemed repatriation due to an accumulated deficit in
foreign earnings for tax purposes. The Company does not expect that its future foreign earnings will be subject to U.S. federal income
tax.

The Global Intangible Low-Taxed Income ("GILTI") provisions of the Tax Reform Act, enacted on December 22, 2017, require
the  Company  to  include  in  its  U.S.  income  tax  return  foreign  subsidiary  earnings  in  excess  of  an  allowable  return  on  the  foreign
subsidiary’s tangible assets. An accounting policy election is available to either account for the tax effects of GILTI in the period that is
subject to such taxes or to provide deferred taxes for book and tax basis differences that upon reversal may be subject to such taxes. The
Company has elected to account for the tax effects of this provision in the period that is subject to such tax. The Company concluded it
was not subject to GILTI in 2019 and as such there was no impact from GILTI included in its 2019 provision. The Company does not
expect to be subject to GILTI. However, in accordance with FASB guidance, the Company’s policy will be to recognize GILTI in the
period it arises and it will not recognize a deferred charge with regard to GILTI.

In addition, the Tax Reform Legislation provides for 100 percent bonus depreciation on tangible property expenditures through
2022. The bonus depreciation percentage is phased down from 100 percent beginning in 2023 through 2026. We do not expect this to
have a material impact to the Company.

Sale of Net Operating Losses (NOLs)

The Company may be eligible, from time to time, to receive cash from the sale of its New Jersey Net Operating Losses and

R&D tax credits under the State of New Jersey Technology Business Tax Certificate Transfer Program.

The Company will receive a net cash amount of approximately $736,000 from the approved sale of the 2020 state NOL and

research and development credits in the first half of 2022.

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The principal components of the Company’s deferred tax assets and liabilities are as follows:

Deferred tax assets:
Net operating loss carry forward
Stock options
Research and development credit carryforward
Accruals and others
Lease liability
Gross deferred tax assets
Less valuation allowance

Deferred tax liability:
Fixed assets
Net deferred tax assets

2021

Year Ended December 31, 
2020

2019

$ 27,190,654
1,203,272
2,687,591
232,665
3,997,114
  35,311,296
  (31,242,130)
4,069,166

$ 22,301,154
305,982
2,194,211
135,330
289,287
  25,225,964
  (24,794,474)
431,490

$ 20,843,902
329,726
1,720,558
56,461
300,991
  23,251,638
  (22,857,741)
393,897

(4,069,166)

(431,490)

$

— $

— $

(393,897)
—

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable  income  during  the  periods  in  which  those  temporary  differences  become  deductible.  Management  considers  the  scheduled
reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this
assessment,  management  has  established  a  full  valuation  allowance  against  all  of  the  deferred  tax  assets  for  each  period  because  it  is
more likely than not that all of the deferred tax assets will not be realized.

The increases in valuation allowance for the years ended December 31, 2021, 2020 and 2019 were $6,447,656, $1,936,732, and

$4,623,931, respectively.

A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the

financial statements is as follows:

Federal statutory rate
State taxes, net of federal benefit
Foreign rate differential
Permanent items
Rate change and true-up
Change in valuation allowance
R&D credit
Effective income tax rate

F-22

2019

Year Ended December 31, 
2020
21.0 %  
(9.5) 
3.3  
(2.0) 
17.0  
(21.6) 
4.4  
12.6 %  

2021
21.0 %  
(2.0) 
2.3  
(6.5) 
11.8  
(25.5) 
1.7  
2.8 %  

21.0 %
(4.4)
3.7
(2.0)
8.0
(22.7)
1.8
5.4 %

    
    
    
 
   
   
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
    
    
 
 
 
 
 
 
 
 
 
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10. COMMITMENTS AND CONTINGENCIES:

Customs Examination

In October 2020, the Company received a notice from the German Customs Authorities that they would be conducting an audit
of the Company’s import transactions for the years 2018 through 2020 in order to determine if any import taxes would be due.  The audit
commenced  in  early  December  2020.  The  primary  import  activity  of  the  Company  is  the  importation  of  CytoSorb  devices  from  the
United States.  The German Customs Authorities are challenging the Harmonized Code that the Company utilizes to import the CytoSorb
devices into Germany.  The code that has been utilized by the Company has zero import taxes associated with it. The German Customs
Authorities have indicated that the Company’s device would be better classified under a different code which has a 1.7% tax associated
with it. As part of the audit process, the Company has provided the German Customs Authorities with extensive information about the
CytoSorb  device,  including  data  regarding  the  uses  of  the  device,  as  well  as  the  instructions  for  use.    In  addition,  employees  of  the
Company gave the auditors a technical presentation of the scientific properties of the device, focusing on it as an adsorber, as opposed to
a filter. The German Customs Authority informed us that the Company must use the code that carries the 1.7% tax. The audit process has
been completed and the authorities have issued an assessment of approximately $641,000 for the periods through December 31, 2020.
This assessment was paid by the Company in October 2021.

Payroll Tax Examination

In December 2021, the Company was notified that its European subsidiary, CytoSorbents Europe GmbH, would be subject to an
audit  of  their  payroll  tax  and  social  cost  filings  for  the  four-year  period  from  2018  through  2021.  The  Company  has  determined  that
payroll  taxes  and  social  costs  were  not  paid  on  certain  employee  expense  reimbursements  as  is  required  by  German  tax  rules.
 Accordingly,  the  Company  has  accrued  approximately  $598,000  as  an  estimate  of  this  liability.  This  liability  is  included  in  accrued
expenses and other current liabilities in the consolidated balance sheet as of December 31, 2021. Approximately $154,000 of this liability
relates to 2021, approximately $131,000 relates to 2020, approximately $175,000 relates to 2019 and approximately $138,000 relates to
2018. The audit is on-going and is expected to be completed during the second quarter of 2022.

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,  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 expires 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. These employment agreements have automatically
renewed for an additional 1 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.

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. The Company is not currently a party to any legal proceedings.

Royalty Agreement

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
future  royalty  of  3%  on  all  gross  revenues  received  by  the  Company  from  the  sale  of  its  CytoSorb  device.  For  the  years  ended
December 31, 2021, 2020 and 2019, the Company recorded royalty expenses of approximately $1,193,000, $1,172,000, and $675,000,

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respectively. These expenses are included in selling, general and administrative expenses in the consolidated statements of operations and
comprehensive loss.

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  date  of  the  agreement.  For  the  years
ended  December  31,  2021,  2020  and  2019  per  the  terms  of  the  license  agreement,  the  Company  recorded  licensing  expenses  of
approximately $1,988,000 $1,954,000 and $1,125,000, respectively. These expenses are included in selling, general and administrative
expenses in the consolidated statements of operations and comprehensive loss.

11. 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.

July 24, 2020 Offering

On  July  24,  2020,  the  Company  closed  an  underwritten  public  offering  of  6,052,631  shares  of  its  common  stock  at  a  public
offering  price  of  $9.50  per  share  (the  “Offering”).    The  Company  completed  the  Offering  pursuant  to  the  terms  of  an  Underwriting
Agreement,  dated  as  of  July  21,  2020,  by  and  among  the  Company  and  Cowen  and  Company,  LLC  and  SVB  Leerink  LLC,  as
representatives of the several underwriters named therein. The Company received gross proceeds of approximately $57.5 million from
the  Offering  and  after  deducting  the  underwriting  discounts  and  commissions  and  fees  and  expenses  payable  by  the  Company  in
connection with the Offering, the Company received net proceeds of approximately $53.8 million.

Shelf Registration

On July 26, 2018, the Company filed a registration statement on Form S-3 with the SEC (as amended, the “2018 Shelf”). The
2018  Shelf,  which  was  declared  effective  on  August  7,  2018,  enabled  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 2018 Shelf terminated automatically upon the 2021 Shelf (as defined below) being declared effective on July 27, 2021.

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.

Open Market Sale Agreement with Jefferies LLC and B. Riley FBR, Inc.

On July 9, 2019, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC and B.
Riley  FBR,  Inc.  (each  an  “Agent”  and,  together,  the  “Agents”),  pursuant  to  which  the  Company  could  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  Agents,  as  the
Company’s  sales  agents.  All  shares  of  the  Company’s  common  stock  offered  and  sold,  or  to  be  offered  and  sold  under  the  Sale
Agreement would have been issued and sold pursuant to the Company’s 2018 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.

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Table of Contents

On  April  20,  2020,  the  Company  and  the  Agents  entered  into  an  amendment  to  the  Sale  Agreement  (the  “Amendment”)  to
provide for an increase in the aggregate offering amount under the Sales Agreement, such that as of April 20, 2020, the Company could
offer and sell Shares having an additional aggregate offering price of up to $50 million under the Sale Agreement, as amended by the
Amendment (the “Amended Sale Agreement”).

Subject to the terms of the Amended Sales Agreement, the Agents were required to use their 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 was required to pay the Agents 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.  The  Company  has  also  agreed  to  provide  the  Agents  with  customary
indemnification  rights.  During  the  year  ended  December  31,  2019,  the  Company  sold  191,244  shares  pursuant  to  the  Amended  Sale
Agreement, at an average selling price of $4.11 per share, generating net proceeds of approximately $762,000.  During the year ended
December 31, 2020, the Company sold 4,110,625 shares pursuant to the Amended Sale Agreement, at an average selling price of $6.64
per share, generating net proceeds of approximately $26.5 million. There were no sales pursuant to the Amended Sale Agreement during
the year ended December 31, 2021. In the aggregate, the Company has sold 4,301,869 shares pursuant to the Amended Sale Agreement,
at an average selling price of $6.53 per share, generating net proceeds of approximately $27.2 million. In addition, during the year ended
December 31, 2020, the Company paid approximately $49,000 related to the Amended Sale Agreement.

The  Company  may  no  longer  offer  and  sell  additional  shares  of  the  Company’s  common  stock  under  the  Amended  Sale

Agreement following the declaration of effectiveness of the 2021 Shelf on July 27, 2021.

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 could 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 would have been 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 their 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 pursuant to the Amended Sale Agreement during the year ended December
31, 2021. In addition, during the year ended December 31, 2021, the Company paid approximately $90,000 related to the Amended Sale
Agreement.

Stock Option Plans

As of December 31, 2021, the Company had two Long Term Incentive Plans (the “2014 Plan” and the “2006 Plan”) to attract,
retain, and provide incentives to employees, officers, directors, and consultants. The Plans generally provide for the granting of stock,
stock options, stock appreciation rights, restricted shares, or any combination of the foregoing to eligible participants.

A total of 13,400,000 and 2,400,000 shares of common stock are reserved for issuance under the 2014 Plan and the 2006 Plan,
respectively. As of December 31, 2021, there were shares remaining to purchase approximately 6,322,000 and 237,000 units of common
stock reserved under the 2014 Plan and the 2006 Plan, respectively.

The 2014 and 2006 Plans as well as grants issued outside of the Plan are administered by the Compensation Committee of the

Board of Directors (the “Compensation Committee”).

The Compensation Committee is authorized to select from among eligible employees, directors, advisors and consultants those
individuals to whom incentives are to be granted and to determine the number of shares to be subject to, and the terms and conditions of
the options. The Compensation Committee is also authorized to prescribe, amend and rescind terms relating to options granted under the
Plans.  Generally,  the  interpretation  and  construction  of  any  provision  of  the  Plans  or  any  options  granted  hereunder  is  within  the
discretion of the Compensation Committee.

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The 2014 Plan provides that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of
the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees and non-employee directors,
advisors and consultants are eligible to receive options, which are not ISOs, i.e. “Non-Qualified Options.” Because the Company has not
obtained  shareholder  approval  of  the  2006  Plan,  all  options  granted  thereunder  to  date  are  “Non-Qualified  Options”  and  until  such
shareholder approval is obtained, all future options issued under the 2006 Plan will also be “Non-Qualified Options.”

In  December  2014,  the  Company’s  received  shareholder  approval  authorizing  the  Board  of  Directors  to  implement  the  form,
terms  and  provisions  of  the  2014  Plan.  Accordingly,  any  options  issued  to  employees  under  the  2014  Plan  will  be  ISOs  within  the
meaning of Section 422 of the Internal Revenue Code.

Stock-based Compensation

Total  share-based  employee,  director,  and  consultant  compensation  for  the  years  ended  December  31,  2021,  2020  and  2019
amounted to approximately $4,021,000, $3,514,000, and $1,666,000, respectively. These amounts are included in selling, general, and
administrative expenses on the consolidated statements of operations and comprehensive loss.

The summary of the stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows:

Outstanding January 1, 2019
Granted
Forfeited
Expired
Exercised
Outstanding, December 31, 2019
Granted
Forfeited
Expired
Exercised
Outstanding, December 31, 2020
Granted
Forfeited
Expired
Exercised
Outstanding, December 31, 2021

Weighted
Average
Exercise
per Share

Weighted
Average
Remaining
Contractual
     Life (Years)

5.82  
7.19  
7.39  
4.16  
4.09  
6.16  
6.37  
7.50  
5.60  
4.46  
6.36
8.78  
6.73  
7.46  
5.73  
7.09  

7.0
9.5
—
—
—
7.0
9.0
—
—
—
7.26
9.30
—
—
—
7.15

Shares

3,658,462
1,557,300
(747,671)
(16,320)
(233,582)
4,218,189
1,579,106
(34,644)
(226,440)
(371,007)
5,165,204
2,051,980
(138,037)
(21,756)
(171,413)
6,885,978

$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

The fair value of each stock option was estimated using the Black Scholes pricing model which takes the following factors into

account.

Current Price
 of the
 Underlying
 Stock and its 
Expected
 Volatility
Range

61.9% to 74.3 %  
61.7% to 69.8 %  
58.2% to 60.7 %  

Expected
 Dividends
0
0
0

Risk Free
 Interest Rate
 Range

%  
%  
%  

1.40% to 2.61 %
0.28% to 0.96 %
0.47% to 1.39 %

Year - Ended
December 31, 2019
December 31, 2020
December 31, 2021

Grant Date
Exercise Price
Range
$ 3.84 to $8.25 per share
$ 5.00 - $10.58 per share
$ 4.26 - $11.39 per share

Expected Life
 of the Stock
Option
10 years
10 years
10 years

In addition, the Company recognizes forfeitures as they occur.

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The intrinsic value is calculated at the difference between the market value as of December 31, 2021 of $4.19 and the exercise

price of the shares.

Range of
Exercise
Price
$2.65 - $14.50

Number
Exercisable at
December 31, 
2021
3,891,132

Options Outstanding

Options Exercisable

Number
Outstanding at
December 31, 
2021
6,885,978

Weighted
Average
Exercise
Price
7.09

$

Weighted
Average
Remaining
     Life (Years)     
7.15

Aggregate
Intrinsic
Value
$ 166,383

Weighted
Average
Exercise
Price
6.45

$

Aggregate
Intrinsic
Value
166,383

$

The summary of the status of the Company’s non-vested options for the year ended December 31, 2021 is as follows:

Non-vested, January 1, 2021
Granted
Forfeited
Vested
Non-vested, December 31, 2021

Weighted
Average
Grant Date
     Fair Value

Shares

  1,998,117
  2,051,980
(138,037)
(917,214)
  2,994,846

$

$

4.12
5.26
4.05
4.34
4.68

As of December 31, 2021, the Company had approximately $5,932,000 of total unrecognized compensation cost related to stock

options which will, on average, be amortized over 41 months.

Awards of Stock Options:

On April 12, 2021, the Board of Directors granted options to purchase 1,323,400 shares of common stock to the Company’s
employees which will vest upon the achievement of certain specific, predetermined milestones related to the Company’s 2021 operations.
Once awarded, these options will vest in four equal tranches, the first tranche vesting on the date of the award. The grant date fair value
of these unvested options amounted to approximately $7,042,000. We have recorded approximately $273,000 in stock option expense
related to these options for the year ended December 31, 2021 in accordance with the determination made by the Board of Directors on
March 1, 2022

On February 28, 2020, the Board of Directors granted options to purchase 1,114,325 shares of common stock to the Company’s
employees which will vest upon the achievement of certain specific, predetermined milestones related to the Company’s 2020 operations.
The  grant  date  fair  value  of  these  unvested  options  amounted  to  approximately  $3,883,000.  On  April  12,  2021,  Board  of  Directors
determined that the Company met approximately 88% of these milestones, and accordingly we have recorded $1,070,000 and $914,000
in stock option expense related to these options for the year ended December 31, 2021, and 2020, respectively.

On  July  22,  2019,  the  Board  of  Directors  granted  options  to  purchase  926,800  shares  of  common  stock  to  the  Company's
employees which will vest upon the achievement of certain specific, predetermined milestones related to the Company's 2019 operations.
The grant date fair value of these unvested options amounted to approximately $4,294,000. On February 18, 2020, Board of Directors
determined that the Company has met 35% of these milestones, and accordingly the Company has recorded approximately $667,000 and
$735,000 of stock option expense related to these options for the years ended December 31, 2021, and 2020, respectively.

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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 Company’s 2014 Long-Term Incentive Plan.

The following table is a summary of these restricted stock units:

December 31, 2018

Granted 2019
Forfeited 2019
December 31, 2019

Granted 2020
Forfeited 2020
December 31, 2020
Granted 2021
Forfeited 2021
December 31, 2021

Board of
Directors
277,200  
—  
—  
277,200  

—
—
277,200

—  
—  
277,200  

     Executive

Other

Management      Employees     

724,500  
—  
(120,000) 
604,500  
120,000
—
724,500

—  
—  
724,500  

1,002,300  
264,500  
(61,750) 
1,205,050  
265,700
(25,250)
1,445,500
396,000
(132,000)
1,709,500

Total
2,004,000  
264,500  
(181,750) 
2,086,750
385,700
(25,250)
2,447,200
396,000
(132,000)
2,711,200

Intrinsic Value

$

8,033,988

$ 19,504,184

$ 11,359,928

Due to the uncertainty over whether these restricted stock units will vest, which will only happen 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 year
ended December 31, 2021.

Performance-Based Awards of Restricted Stock Units:

Pursuant to a review of the compensation of the senior management of the Company and managements’ performance in 2018,
on March 4, 2019, the Board of Directors granted 22,220 restricted stock units to certain senior managers of the Company. These awards
were valued at approximately $179,000 at the date of issuance, based upon the market price of the Company’s common stock at the date
of the grant, and 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  years  ended  December  31,  2021,  and  2020,  the  Company  recorded  a  charge  of
approximately $11,000 and $33,000, respectively related to these restricted stock unit awards.

Pursuant to a review of the compensation of the senior management of the Company and managements' performance in 2019,
on July 22, 2019, the Board of Directors granted 180,300 restricted stock units to certain senior managers of the Company. These awards
were valued at approximately $1,300,000 at the date of issuance, based upon the market price of the Company's common stock at the
date of the grant, and 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  years  ended  December  31,  2021,  and  2020,  the  Company  recorded  a  charge  of
approximately $259,000 and $564,000, respectively related to these restricted stock unit awards.

Pursuant to a review of the compensation of the senior management of the Company and managements' performance in 2020,
on February 28, 2020, the Board of Directors granted 168,100 restricted stock units to certain senior managers of the Company. These
awards were valued at approximately $1,014,000 at the date of issuance, based upon the market price of the Company's common stock at
the date of the grant, and 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 years ended December 31, 2021 and 2020, the Company recorded a charge of
approximately $528,000 and $619,000 related to these restricted stock unit awards.

Pursuant to a review of the compensation of the senior management of the Company and management’s performance in 2021,
on  April  12,  2021,  the  Board  of  Directors  granted  235,765  restricted  stock  units  to  certain  senior  managers  of  the  Company.  These
awards were valued at approximately $2,120,000 at the date of issuance, based upon the market price of the Company’s common stock at
the date of the grant, and 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  years  ended  December  31,  2021,  the  Company  recorded  a  charge  of
approximately $1,207,000 related to these restricted stock unit awards.

Additionally, in 2021 certain employees were offered 91,750 restricted stock units as a condition of their employment. These

awards were valued at approximately $713,868 at the date of issuance. 46,750 of these restricted stock units vest upon the earlier of a

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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 45,000 of these restricted stock units vest upon the earlier of a Change in Control or
four  years  from  the  date  of  the  award.  For  the  years  ended  December  31,  2021,  the  Company  recorded  a  charge  of  approximately
$178,000 related to these restricted stock unit awards.

The following table outlines the restricted stock unit activity for the year ended December 31, 2021:

Non-vested, January 1, 2021
Granted
Vested
Non-vested, December 31, 2021

Warrants:

As of December 31, 2021, the Company had no warrants outstanding.

12. NET LOSS PER SHARE:

Weighted
Average
Grant Date
     Fair Value
6.52
8.65
7.64
8.08

Shares
173,972
$
$
327,515
(196,525) $
304,962
$

Basic  net  loss  per  share  and  diluted  net  loss  per  share  for  the  years  ended  December  31,  2021,  2020  and  2019  have  been
computed by dividing the net loss attributable to common shareholders for each respective period by the weighted average number of
shares  outstanding  during  that  period.  All  outstanding  warrants  and  options  and  restricted  stock  awards  representing  approximately
9,902,000, 7,786,000, and 6,503,000 incremental shares at December 31, 2021, 2020 and 2019, respectively, have been excluded from
the computation of diluted net loss per share as they are anti-dilutive.

13. RETIREMENT PLAN:

In  June  2014,  the  Company  formed  the  CytoSorbents  401(k)  Plan.  The  plan  is  a  defined  contribution  plan  as  described  in
section 401(k) of the Internal Revenue Code (“IRC”) covering substantially all full-time employees. Employees are eligible to participate
in the plan on the first day of the calendar quarter following three full months of employment. Participants may defer up to 100% of their
eligible  compensation  subject  to  certain  IRC  limitations.Prior  to  2021,  the  Company  provided  for  a  matching  contribution  of
twenty percent of the participants’ contribution on a maximum of five percent of compensation. Effective January 1, 2021, the Company
changed  its  matching  contribution  to  100%  of  the  participants  contribution  up  to  three  percent  of  compensation  plus  50%  of  the
participants contribution over three percent of compensation up to a maximum of five percent of compensation. Matching contributions
amounted to approximately $355,000, $59,200 and $43,800 for the years ended December 31, 2021, 2020 and 2019, respectively.

14. SUBSEQUENT EVENT:

On  January  19,  2022,  the  Company  closed  on  the  Fourth  Amendment  of  its  Amended  Loan  and  Security  Agreement  with
Bridge Bank. Under the terms of the Amendment, the Company received a commitment from Bridge Bank to provide a new term loan of
up to $15 million, if needed. See Note 7.

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15. QUARTERLY FINANCIAL RESULTS (UNAUDITED):

Summarized quarterly data for 2021, 2020 and 2019 are as follows:

     March 31

June 30

     September 30      December 31

For the Quarters Ended

2021:
Total revenue
Gross margin
Loss from operations
Net loss attributable to common stockholders
Net loss per share, basic and diluted

2020
Total  revenue
Gross margin
Loss from operations
Net loss attributable to common stockholders
Net loss per share, basic and diluted

2019:
Total  revenue
Gross margin
Loss from operations
Net loss attributable to common stockholders
Net loss per share, basic and diluted

F-30

$ 10,598,847   $ 12,024,069   $ 9,760,416   $ 10,782,195
7,659,452
(9,561,821)
(9,307,012)
(0.25)

9,313,852  
(4,924,733) 
(4,677,530) 
(0.11) 

7,847,403  
(2,852,191) 
(4,167,821) 
(0.10) 

7,297,470  
(5,406,000) 
(6,406,285) 
(0.15) 

$ 8,707,310   $ 9,794,903   $ 10,546,612   $ 11,955,776
9,428,358
(2,634,264)
(677,724)
0.00

6,545,136  
(3,297,667) 
(2,866,956) 
(0.08) 

6,322,468  
(2,478,754) 
(3,452,779) 
(0.10) 

7,656,230  
(1,959,652) 
(839,729) 
(0.02) 

$ 5,191,629   $ 6,232,526   $ 6,095,007   $ 7,430,311
5,335,621
(5,431,328)
(3,949,351)
(0.13)

4,398,160  
(3,629,997) 
(3,547,405) 
(0.11) 

4,398,733  
(5,627,546) 
(6,885,061) 
(0.21) 

3,453,040  
(4,285,193) 
(4,883,827) 
(0.15) 

    
 
   
   
   
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.1

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.

General

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.

Common Stock

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.”

Transfer Agent and Registrar. The transfer agent for our Common Stock is American Stock Transfer & Trust Company, LLC.

Certain Effects of Authorized but Unissued Stock

We  have  shares  of  Common  Stock  and  Preferred  Stock  available  for  future  issuance  without  stockholder  approval.  We  may
issue these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital or facilitate
corporate acquisitions or for payment as a dividend on our capital stock. The existence of unissued and unreserved Common Stock and
Preferred Stock may enable our Board to issue shares to persons friendly to current management or to issue Preferred Stock with terms
that  could  render  more  difficult  or  discourage  a  third-party  attempt  to  obtain  control  of  us  by  means  of  a  merger,  tender  offer,  proxy
contest or otherwise, thereby protecting the continuity of our management. In addition, if we issue Preferred Stock, the issuance could
adversely affect the voting power of holders of Common Stock and the likelihood that such holders will receive dividend payments and
payments upon liquidation.

Delaware Law and Certificate of Incorporation and Bylaws Provisions

Board of Directors. Our Bylaws provide that:

·

·

subject to the rights of the holders of any series of preferred stock then outstanding, any directors, or the entire Board
of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of
the  majority  of  the  voting  power  of  all  of  the  outstanding  shares  of  capital  stock  entitled  to  vote  generally  in  the
election of directors, voting together as a single class; and

vacancies in the Board resulting from such removal may be filled by a majority of the directors then in office, though
less  than  a  quorum,  or  by  the  sole  remaining  director.  Directors  so  chosen  shall  hold  office  until  the  next  annual
meeting of stockholders at which the term of office of the class to which they have been elected expires.

These provisions could discourage, delay or prevent a change in control of our company or an acquisition of our company at a
price which many stockholders may find attractive. The existence of these provisions could limit the price that investors might be willing
to  pay  in  the  future  for  shares  of  our  Common  Stock.  These  provisions  may  also  have  the  effect  of  discouraging  a  third  party  from
initiating a proxy contest, making a tender offer or attempting to change the composition or policies of our Board.

Stockholder Action; Special Meeting of Stockholders. Our Certificate of Incorporation and Bylaws also provide that:

·

·

·

·

stockholder action may be taken only at a duly called and convened annual or special meeting of stockholders and then
only if properly brought before the meeting

stockholder action may not be taken by written action in lieu of a meeting;

special meetings of stockholders may be called only by our Board, the Chairman of the Board or our Chief Executive
Officer; and

in order for any matter to be considered “properly brought” before a meeting, a stockholder must comply with
requirements regarding specified information and advance notice to us.

These provisions could delay, until the next stockholders’ meeting, actions which are favored by the holders of a majority of our
outstanding voting securities. These provisions may also discourage another person or entity from making a tender offer for our Common
Stock, because a person or entity, even if it acquired a majority of our outstanding voting securities, would be able to take action as a
stockholder only at a duly called stockholders’ meeting, and not by written consent.

Indemnification. Our Certificate of Incorporation provides that we shall, to the fullest extent permitted by, and in accordance
with the provisions of, the DGCL, indemnify each of our directors or officers or employees against expenses (including attorneys’ fees),
judgments,  taxes,  fines  and  amounts  paid  in  settlement,  incurred  by  him  in  connection  with,  and  shall  advance  expenses  (including
attorneys’ fees) incurred by him in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) to which such director, officer or employee is, or is threatened to be made, a party by reason of the fact
that such director, officer or employee is or was a director or officer or employee of ours, or is or was serving at the request of us as a
director,  officer,  partner,  employee  or  agent  of  another  domestic  or  foreign  corporation,  partnership,  joint  venture,  trust  or  other
enterprise.  Advancement  of  expenses  shall  be  made  upon  receipt  of  an  undertaking,  with  such  security,  if  any,  as  the  Board  or
stockholders  may  reasonably  require,  by  or  on  behalf  of  the  person  seeking  indemnification  to  repay  amounts  advanced  if  it  shall
ultimately be determined that he or she is not entitled to be indemnified by us as authorized therein.

Delaware Anti-Takeover Law

We are subject to the provisions of Section 203 of the DGCL. Section 203 prohibits publicly held Delaware corporations from
engaging  in  a  “business  combination”  with  an  “interested  stockholder”  for  a  period  of  three  years  after  the  date  of  the  transaction  in
which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.  A “business
combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder.  Subject to
certain exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years did
own,  15%  or  more  of  the  corporation’s  voting  stock.    These  provisions  could  have  the  effect  of  delaying,  deferring  or  preventing  a
change of control of our company or reducing the price that certain investors might be willing to pay in the future for shares of our stock.

Exhibit 21.1

Name
CytoSorbents Medical Inc.*
CytoSorbents Europe GmbH*
CytoSorbents Switzerland**
CytoSorbents Poland Sp. z.o.o.**
CytoSorbents UK Limited***

CytoSorbents Corporation

List of Subsidiaries

  Delaware
  Germany
  Switzerland
Poland
United Kingdom

Jurisdiction

*Wholly-owned subsidiary of CytoSorbents Corporation

**Wholly-owned subsidiary of CytoSorbents Europe GmbH

***Wholly-owned subsidiary of CytoSorbents Medical Inc.

 
CONSENT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference of our reports dated March 10, 2022 relating to the consolidated financial statements
of CytoSorbents Corporation (the “Company”) as of December 31, 2021 and 2020 and for each of the three years in the period ended
December 31, 2021 and the effectiveness of the Company’s internal control over financial reporting which appears in this annual report
on Form 10-K into the Company’s previously filed Registration Statements on Forms S-3 (Registration Nos. 333-226372, 333-194394,
333-193053,  and  333-205806)  and  Forms  S-8  (Registration  Nos.  333-233459,  333-220630,  333-199852,  and  333-203244)  and  to  the
reference to our Firm under the caption “Experts”.

Exhibit 23.1

/s/ WithumSmith+Brown, PC

East Brunswick, New Jersey
March 10, 2022

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Phillip Chan, certify that:

1.    I have reviewed this annual report on Form 10-K of CytoSorbents Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;

3.        Based  on  my  knowledge,  the  financial  statements,  and  other  financial  information  included  in  this  report,  fairly  present  in  all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our  supervision,  to  ensure  that  material  information  relating  to  the  registrant,  including  its  consolidated  subsidiaries,  is
made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed  such  internal  control  over  financial  reporting,  or  caused  such  internal  control  over  financial  reporting  to  be
designed  under  our  supervision,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting  and  the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated  the  effectiveness  of  the  registrant’s  disclosure  controls  and  procedures  and  presented  in  this  report  our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation;

d) disclosed  in  this  report  any  change  in  the  registrant’s  internal  control  over  financial  reporting  that  occurred  during  the
registrant’s  most  recent  fiscal  quarter  (the  registrant’s  fourth  fiscal  quarter  in  the  case  of  an  annual  report)  that  has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the registrant’s board of directors (or persons performing the equivalent function):

a)    all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and

b)      any  fraud,  whether  or  not  material,  that  involves  management  or  other  employees  who  have  a  significant  role  in  the

registrant’s internal controls over financial reporting.

Dated: March 10, 2022

By:

/s/ Dr. Phillip P. Chan
Dr. Phillip P. Chan
Chief Executive Officer
(Principal Executive Officer)

 
 
 
 
 
 
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

Exhibit 31.2

I, Kathleen P. Bloch, certify that:

1.    I have reviewed this annual report on Form 10-K of CytoSorbents Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;

3.        Based  on  my  knowledge,  the  financial  statements,  and  other  financial  information  included  in  this  report,  fairly  present  in  all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed  such  disclosure  controls  and  procedures,  or  caused  such  disclosure  controls  and  procedures  to  be  designed
under  our  supervision,  to  ensure  that  material  information  relating  to  the  registrant,  including  its  consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;

b) designed  such  internal  control  over  financial  reporting,  or  caused  such  internal  control  over  financial  reporting  to  be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated  the  effectiveness  of  the  registrant’s  disclosure  controls  and  procedures  and  presented  in  this  report  our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s  most  recent  fiscal  quarter  (the  registrant’s  fourth  fiscal  quarter  in  the  case  of  an  annual  report)  that  has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the registrant’s board of directors (or persons performing the equivalent function):

a) all  significant  deficiencies  and  material  weaknesses  in  the  design  or  operation  of  internal  controls  over  financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and

b) any  fraud,  whether  or  not  material,  that  involves  management  or  other  employees  who  have  a  significant  role  in  the

registrant’s internal controls over financial reporting.

Dated:  March 10, 2022

By:

/s/ Kathleen P. Bloch
Kathleen P. Bloch
Chief Financial Officer
(Principal Financial and Accounting Officer

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1

In  connection  with  the  Annual  Report  of  CytoSorbents  Corporation  (the  “Company”)  on  Form  10-K  for  the  year  ended
December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dr. Phillip Chan, President
and Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

1.    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the
Company.

Dated: March 10, 2022

By:

/s/ Dr. Phillip P. Chan
Dr. Phillip P. Chan
Chief Executive Officer
(Principal Executive Officer)

A  signed  original  of  this  written  statement  required  by  Section  906,  or  other  document  authenticating,  acknowledging,  or  otherwise
adopting the signature that appears in typed form with the electronic version of this written statement has been provided to the Company
and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 
 
 
 
 
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2

In  connection  with  the  Annual  Report  of  CytoSorbents  Corporation  (the  “Company”)  on  Form  10-K  for  the  year  ended
December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Kathleen P. Bloch, Chief
Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

1.    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the
Company.

Dated: March 10, 2022

By:

/s/ Kathleen P. Bloch
Kathleen P. Bloch
Chief Financial Officer
(Principal Financial and Accounting Officer)

A  signed  original  of  this  written  statement  required  by  Section  906,  or  other  document  authenticating,  acknowledging,  or  otherwise
adopting the signature that appears in typed form with the electronic version of this written statement has been provided to the Company
and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.