CERS Cerus

Filed: 11 Dec 20, 4:14pm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934     

Date of Report (Date of earliest event reported): December 11, 2020



Cerus Corporation

(Exact name of registrant as specified in its charter)




Delaware 000-21937 68-0262011

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


1220 Concord Avenue, Suite 600

Concord, California

(Address of principal executive offices) (Zip Code)

(925) 288-6000

Registrant’s telephone number, including area code


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


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


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


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


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

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


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.001 CERS The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01

Other Events.

In connection with the filing of a registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”), Cerus Corporation (the “Company”) is updating the risk factor disclosure contained in its prior public filings, including the risk factor disclosure including under the heading “Item 1A. Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on October 29, 2020, principally as a result of amendments to Item 105 of Regulation S-K adopted by the SEC which became effective on November 9, 2020. The updated risk factor disclosure is filed herewith as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.








99.1  Updated Company Risk Factors
 104  Cover page interactive data file (formatted as Inline XBRL)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: December 11, 2020 By: 

/s/ Kevin D. Green

  Kevin D. Green
  Vice President, Finance and Chief Financial Officer