Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 31, 2020

Cerus Corporation

(Exact name of registrant as specified in its charter)

Delaware

000-21937

68-0262011

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1220 Concord Avenue, Suite 600

Concord, California

94520

(Address of principal executive offices)

(Zip Code)

(925) 288-6000

Registrant’s telephone number, including area code

N/A

(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

Trading

Symbol(s)

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 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Amendments to Term Loan Credit Agreement and Revolving Loan Credit Agreement.

On December 31, 2020, Cerus Corporation (the “Company”) entered into (i) an amendment (the “Term Loan Amendment”) to that certain Credit, Security and Guaranty Agreement (Term Loan) dated as of March 29, 2019 by and among the Company, the lenders party thereto from time to time and MidCap Financial Trust, as agent and a lender (the “Term Loan Credit Agreement”), and (ii) an amendment (the “Revolving Loan Amendment”) to that Credit, Security and Guaranty Agreement (Revolving Loan) by and among the Company, the lenders party thereto from time to time and MidCap Funding IV Trust, as agent and a lender (the “Revolving Loan Credit Agreement”).

The Term Loan Amendment extends the period during which the Company can draw down (i) a second advance of $15 million, from December 31, 2020 to March 31, 2021, subject to the Company’s satisfaction of certain conditions described in the Term Loan Credit Agreement, and (ii) a third advance of $15 million, from March 31, 2021 to September 30, 2021, subject to the Company’s satisfaction of certain conditions described in the Term Loan Credit Agreement.

The Revolving Loan Amendment increased the amount of total commitments available under the Revolving Loan Credit Agreement as of December 31, 2020 from $5million to $10 million. The Company may request an increase in the total commitments under the Revolving Loan Credit Agreement by up to an additional $10 million, subject to agent and lender approval and the satisfaction of certain conditions.

The foregoing is only a brief description of the material terms of the Term Loan Amendment and Revolving Loan Amendment, does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Amendment and Revolving Loan Amendment, each of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements related to the Company’s ability to draw down additional Term Loan advances and the amount of Revolving Loan commitments available to the Company, and the satisfactions of certain conditions related thereto. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation: the risk that the anticipated financial capacity under the Term Loan Credit Agreement and the Revolving Loan Credit Agreement may not be available to the Company when expected, or at all; risks associated with the satisfaction of conditions to the draw down of additional Term Loan advances and increasing the total commitments under the Revolving Loan Credit Agreement; risks associated with the Company’s ability to meet its debt service obligations; risks related to future opportunities and plans, including the uncertainty of future revenues and other financial performance and results; as well as other risks detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2020. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this Current Report on Form 8-K.

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.