UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 8,
2009
MEDASORB
TECHNOLOGIES CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-51038
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98-0373793
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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7
Deer Park Drive, Suite K, Monmouth Junction, New Jersey 08852
(Address
of principal executive office) (Zip Code)
(732)
329-8885
Registrant’s
telephone number, including area code:
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13c-4(c))
Item
5.02.
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Departure of Directors or
Principal Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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Pursuant
to an agreement dated January 8, 2009, Al Kraus has been appointed Chairman of
the Board of Directors of the MedaSorb Technologies Corporation and its wholly
owned subsidiary, CytoSorbents, Inc. (collectively, the
“Company”). Al Kraus was a current Director and previously served as
Chief Executive Officer of the Company. Mr. Kraus has entered
into a consulting agreement with the Company. Such
agreement is attached hereto as Exhibit 10.1.
Dr.
Phillip Chan, M.D., Ph.D. who was appointed the interim Chief Executive Officer
of the Company effective January 1, 2009, has entered into an employment
agreement with the Company dated January 8, 2009. His appointment was
disclosed in a Form 8-K filed on October 30, 2008 and is incorporated herein by
reference. On January 8, 2009, Dr. Chan entered into an employment
agreement with the Company. A copy of his employment agreement is
attached as Exhibit 10.2 hereto.
As of
January 8, 2008, Dr. Robert Bartlett joined the Company as our Chief Medical
Officer. As of the date of this filing, Dr. Bartlett has not been
appointed to any committee of the board of directors. On January 8,
2009, Dr. Bartlett entered into a consulting agreement with the
Company. A copy of his consulting agreement is attached as Exhibit
10.3 hereto.
Dr. Robert Bartlett – Chief
Medical Officer
Dr.
Bartlett is Professor Emeritus of Surgery at the University of Michigan Health
System (UMHS). Prior to becoming Professor Emeritus in 2005, Dr. Bartlett was
Director of the Surgical Intensive Care Unit, Chief of the Trauma/Critical Care
division and Director of the Extracorporeal Life Support Program at
UMHS. Among Dr. Bartlett’s many distinguished accomplishments,
he is best known as the pioneer in the development of the extracorporeal
membrane oxygenation machine (ECMO), used to oxygenate blood in critically ill
patients worldwide. He received his MD from the University of Michigan Medical
School, cum laude, completed his general surgery residency at
Peter Bent Brigham Hospital in Boston, and was Chief Resident in
thoracic surgery. He was also previously faculty at the University of
California, Irvine. Dr. Bartlett is the recipient of 26 separate research
grants, 14 from the National Institutes of Health, including an RO1 grant for
the development of a completely artificial lung. He has also received
numerous national and international awards for his contributions to critical
care medicine.
Item
7.01
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Regulation FD
Disclosure.
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On
January 9, 2009 we issued a press release regarding the appointment of Mr. Al
Kraus as our Chairman of the Board of Directors, Dr. Phillip Chan as our Interim
Chief Executive Officer and Dr. Robert Bartlett as our Chief Medical Officer.
The press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
The
information contained in the press release attached hereto is being furnished
and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of that Section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01
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Financial
Statements and Exhibits.
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10.1
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Consulting Agreement with Mr. Al
Kraus
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10.2
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Employment Agreement with Dr.
Phillip Chan
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10.3
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Consulting
Agreement with Dr. Robert Bartlett
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99.1
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Press release dated
January 9,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
January 9, 2009
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MEDASORB
TECHNOLOGIES CORPORATION
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By:
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/s/
David Lamadrid
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David
Lamadrid,
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Chief
Financial Officer
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