Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year.

On December 31, 2019, the Board of Directors (the "Board") of CytoSorbents Corporation (the "Company") amended and restated the Company's bylaws, effective immediately, to implement a majority voting standard for directors in uncontested director elections. In particular, the amended and restated bylaws (the "Bylaws") include the following changes:

· the standard for uncontested elections of directors was changed to a majority


   voting standard so that a nominee for director will be elected to the Board if
   the votes cast "for" such nominee's election exceed the votes cast "against"
   such nominee's election;

· nominees for director will continue to be elected by a plurality of the votes


   cast if the election is a contested election as defined in the Bylaws;

· as a condition to being nominated to stand for election as director, a proposed


   nominee must deliver an irrevocable letter of resignation as a director,
   effective upon such person's failure to receive the required vote for
   reelection at the next annual meeting of stockholders at which such person
   would face reelection; and

· if a nominee for director is not elected and the nominee is an incumbent


   director, the Nominating and Corporate Governance Committee of the Board (the
   "Committee") will make a recommendation to the Board as to whether to accept or
   reject the tendered resignation, or whether other action should be taken. The
   Board will act on the tendered resignation, taking into account the Committee's
   recommendation, and publicly disclose its decision regarding the tendered
   resignation and the rationale behind the decision within 90 calendar days from
   the date of the certification of the election results. The Committee, in making
   its recommendation, and the Board, in making its decision, may each consider
   any factors or other information that they consider appropriate and relevant.
   The director who tenders his or her resignation will not participate in the
   recommendation of the Committee or the decision of the Board with respect to
   his or her tender of resignation, but may participate in the recommendation or
   the decision regarding another director's tender of resignation.

The foregoing summary of the changes reflected in the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d)



Exhibit No.                          Exhibit Name
  3.1           Amended and Restated Bylaws of CytoSorbents Corporation

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