CERUS CORP
For the period ended Dec 31, 2023. Filed Mar 5, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 5, 2024
CERS$1.95-5.8%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
The following documents are being filed as part of this Annual Report on Form 10-K:
(a)
The following documents are being filed as part of this Annual Report on Form 10-K:
(1) Financial Statements.
| Page | |
|---|---|
| Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42) | 85 |
| Consolidated Balance Sheets | 87 |
| Consolidated Statements of Operations | 88 |
| Consolidated Statements of Comprehensive Loss | 89 |
| Consolidated Statements of Stockholders’ Equity | 90 |
| Consolidated Statements of Cash Flows | 91 |
| Notes to Consolidated Financial Statements | 92 |
(2) Financial Statement Schedules.
Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the
instructions, or the information requested is set forth in the financial statements or related notes thereto.
(3) Exhibits
| Exhibit Number | Description of Exhibit |
| 3.1(9) | Amended and Restated Certificate of Incorporation of Cerus Corporation. |
| 3.2(9) | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cerus Corporation. |
| 3.3(12) | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cerus Corporation. |
| 3.4(23) | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cerus Corporation. |
| 3.5(30) | Amended and Restated Bylaws of Cerus Corporation. |
| 4.1(1) | Specimen Stock Certificate. |
| 4.2 | Description of securities registered under Section 12 of the Exchange Act of 1934. |
| Supply and/or Manufacturing Agreements | |
| 10.1†† | Amended and Restated Supply Agreement, dated April 21, 2014, by and between Cerus Corporation and Purolite Corporation. |
| 10.2(22) | First Amendment to Amended and Restated Supply Agreement, dated December 1, 2020, by and between Cerus Corporation and Purolite Corporation. |
| 10.3†† | Amended and Restated Supply and Manufacturing Agreement, dated April 1, 2017, by and between Cerus Corporation and Porex Corporation. |
| 10.4†† | First Amendment to Supply and Manufacturing Agreement, by and between Cerus Corporation and Porex Corporation, dated June 22, 2018. |
| 10.5(24)†† | Second Amendment to Supply and Manufacturing Agreement by and between Cerus Corporation and Porex Corporation, dated December 21, 2021. |
| 10.6†† | Amended and Restated Supply Agreement, dated as of September 1, 2011, between Cerus Corporation and Ash Stevens Inc. |
| 10.7(25) †† | Second Amended and Restated Manufacturing and Supply Agreement, by and between Cerus Corporation and Fresenius Kabi AG, Fenwal France SAS, and Fenwal International, Inc, effective as of January 1, 2022. |
| Loan and Security Agreements | |
| 10.8(26)†† | Amended and Restated Credit, Security and Guaranty Agreement (Term Loan), dated March 31, 2023, by and among Cerus Corporation, the lenders party thereto and MidCap Financial Trust. |
| 10.9†† | Amendment No. 1 to Amended and Restated Credit, Security and Guaranty Agreement (Term Loan), dated September 1, 2023, by and among Cerus Corporation, the lenders party thereto and MidCap Financial Trust. |
| 10.10†† | Amendment No. 2 to Amended and Restated Credit, Security and Guaranty Agreement (Term Loan), dated January 5, 2024, by and among Cerus Corporation, the lenders party thereto and MidCap Financial Trust. |
| 10.11(26) †† | Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan), dated March 31, 2023, by and among Cerus Corporation, the lenders party thereto and MidCap Financial IV Trust. |
| 10.12†† | Amendment No. 1 to Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan), dated January 5, 2024, by and among Cerus Corporation, the lenders party thereto and MidCap Financial IV Trust. |
| Real Estate Lease Agreements | |
| 10.13(16) † | Lease, dated February 16, 2018, between Cerus Corporation and 1200 Concord LLC. |
| 10.14(17) | First Amendment to Lease, dated May 11, 2018, between Cerus Corporation and 1200 Concord LLC. |
| 10.15(18) | Second Amendment to Lease, dated August 10, 2018, between Cerus Corporation and 1200 Concord LLC. |
| 10.16(19) | Third Amendment to Lease, dated October 5, 2018, between Cerus Corporation and 1200 Concord LLC. |
| 10.17(19) | Fourth Amendment to Lease, dated November 30, 2018, between Cerus Corporation and 1200 Concord LLC. |
| Employment Agreements or Offer Letters | |
| 10.18(7)* | Employment Letter, by and between Cerus Corporation and William M. Greenman, dated May 12, 2011. |
| 10.19(10)* | Addendum to Employment Agreement for William M. Greenman, dated December 5, 2012. |
| 10.20(17)* | Amendment to Employment Letter, by and between Cerus Corporation and William M. Greenman, dated April 17, 2018. |
| 10.21(11)* | Employment Letter, by and between Cerus Corporation and Laurence Corash, dated July 30, 2009. |
| 10.22(6)* | Employment Letter, by and between Cerus Corporation and Laurence Corash, dated March 2, 2010. |
| 10.23(4)* | Employment Letter for Kevin D. Green, dated May 1, 2009. |
| 10.24(17)* | Amendment to Employment Letter, by and between Cerus Corporation and Kevin Green, dated April 17, 2018. |
| 10.25(10)* | Employment Letter, by and between Cerus Corporation and Chrystal Menard, dated October 19, 2012. |
| 10.26(11)* | Employment Letter, by and between Cerus Corporation and Carol Moore, dated December 14, 2007. |
| 10.27(13)* | Employment Letter, by and between Cerus Corporation and Richard J. Benjamin MBChB, PhD, FRCPath, dated May 12, 2015. |
|---|---|
| 10.28(15)* | Employment Letter, by and between Cerus Corporation and Vivek Jayaraman, dated May 31, 2016. |
| Stock Plans and Related Forms | |
| 10.29(20)* | Amended and Restated 1996 Employee Stock Purchase Plan, effective June 3, 2020. |
| 10.30(28)* | Amended and Restated 2008 Equity Incentive Plan, effective June 7, 2023. |
| 10.31(8)* | Form of Option Agreement for employees under the Amended and Restated 2008 Equity Incentive Plan. |
| 10.32(8)* | Form of Option Agreement for non-employee directors under the Amended and Restated 2008 Equity Incentive Plan. |
| 10.33(8)* | Form of Restricted Stock Unit Agreement under the Amended and Restated 2008 Equity Incentive Plan. |
| 10.34(14)* | Cerus Corporation Inducement Plan. |
| 10.35(14)* | Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the Cerus Corporation Inducement Plan. |
| 10.36(14)* | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the Cerus Corporation Inducement Plan. |
| 10.37(17)* | Form of Restricted Stock Unit Agreement under the Amended and Restated 2008 Equity Incentive Plan, amended as of April 17, 2018. |
| 10.38(17)* | Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Amended and Restated 2008 Equity Incentive Plan, amended as of April 17, 2018. |
| Other Compensatory Plans or Agreements | |
| 10.39(10)* | Bonus Plan for Senior Management of Cerus Corporation, as amended December 5, 2012. |
| 10.40(17)* | Cerus Corporation Change of Control Severance Benefit Plan, amended as of April 17, 2018. |
| 10.41(3)* | Form of Severance Benefits Agreement. |
| 10.42(26)* | Amended and Restated Non-Employee Director Compensation Policy, effective March 24, 2023. |
| 10.43(20)* | Nonqualified Plan Service and Expense Agreement, by and between Cerus Corporation and Principal Life Insurance Company, dated May 21, 2020. |
| 10.44(20)* | The Executive Nonqualified Excess Plan Adoption Agreement, dated May 21, 2020. |
| Other Material Agreements | |
| 10.45(1) | Form of Indemnity Agreement entered into between Cerus Corporation and each of its directors and executive officers. |
| 10.46(2) | Form of Amended and Restated Indemnity Agreement, adopted April 24, 2009. |
| 10.47(21) | Controlled Equity OfferingSM Sales Agreement, dated December 11, 2020, by and among Cerus Corporation, Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated. |
| 10.48(27) | Amendment No. 1 to the Controlled Equity OfferingSM Sales Agreement, dated March 1, 2023, by and among Cerus Corporation, Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated. |
| 10.49(29) | Amendment No. 2 to the Controlled Equity OfferingSM Sales Agreement, dated November 2, 2023, by and among Cerus Corporation, Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated. |
| 10.50(5)† | License Agreement, dated as of February 2, 2005, by and between Cerus Corporation and Fresenius Kabi AG (successor-in-interest to Baxter Healthcare S.A. and Baxter Healthcare Corporation). |
| 21.1 | List of Registrant’s subsidiaries. |
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
| 24.1 | Power of Attorney (see signature page). |
| 31.1 | Certification of the Principal Executive Officer of Cerus Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of the Principal Financial Officer of Cerus Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1(31) | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document. – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| † | Certain portions of this exhibit are subject to a confidential treatment order. |
| †† | Certain portions of this exhibit (indicated by “[***]”) have been omitted as the Registrant has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to the Registrant if publicly disclosed. |
| * | Compensatory Plan. |
| (1) | Incorporated by reference to the like-described exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-11341) and amendments thereto. |
| (2) | Incorporated by reference to the like-described exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 30, 2009. |
| (3) | Incorporated by reference to the like-described exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 1, 2009. |
| (4) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2009. |
| (5) | Incorporated by reference to the like-described exhibit to the Registrant’s Annual Report on Form 10-K, for the year ended December 31, 2009. |
| (6) | Incorporated by reference to the like-described exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 8, 2010. |
| (7) | Incorporated by reference to the like-described exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 18, 2011. |
| (8) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2012. |
| (9) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2012. |
| (10) | Incorporated by reference to the like-described exhibit to the Registrant’s Annual Report on Form 10-K, for the year ended December 31, 2012. |
| (11) | Incorporated by reference to the like-described exhibit to the Registrant’s Annual Report on Form 10-K, for the year ended December 31, 2013. |
| (12) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2014. |
| (13) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2015. |
| (14) | Incorporated by reference to the like-described exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 31, 2016. |
| (15) | Incorporated by reference to the like-described exhibit to the Registrant's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2016. |
| (16) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018. |
| (17) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2018. |
| (18) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q, for the quarter ended September 30, 2018. |
| (19) | Incorporated by reference to the like-described exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018. |
| (20) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. |
| (21) | Incorporated by reference to the like-described exhibit to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 11, 2020. |
| (22) | Incorporated by reference to the like-described exhibit to the Registrant’s Annual Report on Form 10-K, for the year ended December 31, 2020. |
| (23) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. |
| (24) | Incorporated by reference to the like-described exhibit to the Registrant’s Annual Report on Form 10-K, for the year ended December 31, 2021. |
| (25) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. |
| (26) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. |
| (27) | Incorporated by reference to the like-described exhibit to the Registrant’s Post-Effective Amendment No. 1 to Registration Statement (File No. 333-251302) on Form S-3, filed with SEC on March 1, 2023. |
| (28) | Incorporated by reference to the like-described exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. |
| (29) | Incorporated by reference to the like-described exhibit to the Registrant’s Registration Statement (File No. 333-275284) on Form S-3, filed with SEC on November 2, 2023. |
| (30) | Incorporated by reference to the like-described exhibit to the Registrant's Current Report on Form 8-K, filed with the SEC on January 5, 2024. |
| (31) | This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission, and is not incorporated by reference into any filing of the Registrant’s under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. |
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