CERUS CORP Reports Material Agreement, Bylaw Changes on Jan 4

TL;DR

**CERUS CORP just made big changes to agreements and bylaws, watch for details.**

AI Summary

This 8-K filing from CERUS CORPORATION, filed on January 5, 2024, reports an event that occurred on January 4, 2024. The filing indicates that the company entered into a material definitive agreement, made material modifications to the rights of security holders, and amended its Articles of Incorporation or Bylaws. While the specific details of these changes are not provided in this summary filing, investors should be aware that such changes can significantly impact the company's future operations, financial structure, and the value of their shares, potentially altering shareholder rights or the company's governance.

Why It Matters

This filing signals significant corporate actions by CERUS CORP, which could affect shareholder rights, company governance, or future financial performance. Investors need to monitor for subsequent filings or announcements that will detail these material changes.

Risk Assessment

Risk Level: medium — The filing indicates material changes without providing specifics, creating uncertainty about their potential impact on the company and its shareholders.

Analyst Insight

A smart investor would await further detailed disclosures from CERUS CORPORATION regarding the specific terms of the material definitive agreement, the nature of the modifications to security holders' rights, and the exact amendments to the Articles of Incorporation or Bylaws before making any investment decisions.

Key Players & Entities

• CERUS CORPORATION (company) — the registrant filing the 8-K
• January 4, 2024 (date) — date of the earliest event reported
• January 5, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share CERS The Nasdaq Stock Mar
• $5 million — e condition applicable to the remaining $5 million available in tranche 3, which may now b

Filing Documents

• d99458d8k.htm (8-K) — 48KB
• d99458dex31.htm (EX-3.1) — 143KB
• 0001193125-24-003356.txt ( ) — 350KB
• cers-20240104.xsd (EX-101.SCH) — 3KB
• cers-20240104_lab.xml (EX-101.LAB) — 18KB
• cers-20240104_pre.xml (EX-101.PRE) — 11KB
• d99458d8k_htm.xml (XML) — 4KB

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Item 1.01 Entry into a Material Definitive Agreement. On January 5, 2024, Cerus Corporation (the "Company") entered into a second amendment (the "Term Loan Amendment") to that certain Amended and Restated Credit, Security and Guaranty Agreement (Term Loan) dated as of March 31, 2023 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 Amendment, among other things, removes the minimum revenue condition applicable to the remaining $5 million available in tranche 3, which may now be drawn at any time prior to July 1, 2024. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Amendment, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

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Item 3.03 Material Modification to Rights of Security Holders.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 4, 2024, the Board of Directors (the "Board") of the Company approved the amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the "Bylaws") to, among other things: clarify that the Board may determine that meetings of stockholders may be held by remote communication; articulate the Board's authority to postpone, reschedule or cancel a meeting of stockholders that had previously been scheduled by the Board; update the advance notice provision including, without limitation to: provide that the timeframe during which stockholders may submit a notice of nomination or other business for consideration at an annual meeting is not earlier than the close of business on the 120 th day and not later than the close of business on the 90 th day prior to the anniversary date of the prior year's annual meeting unless the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, in which case, such notice must be submitted not earlier than the close of business on the 120 th day prior to the annual meeting and not later than the close of business on the later of the 90 th day prior to the annual meeting and the 10 th day following the day on which the public announcement of the date of the meeting is first made by the Company (the "Advance Notice Timeliness Provision"); provide for a separate timeframe during which stockholders may submit a notice of nomination at an annual meeting that only applies if the corporation increases the number of directors to be elected at an annual meeting near or after the closing of the otherwise applicable advance notice window and that only applies to the additional directors to be elected; update the disclosure requirements relating to any nominees (including submission of a questionnaire and certain representations), to any proposed business and

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Item 8.01 Other Information. As a result of the updated Advance Notice Timeliness Provision in the Bylaws, the dates after which notice of a stockholder proposal submitted to the Company in respect of its 2024 Annual Meeting of Stockholders will be considered untimely (outside of the processes of Rule 14a-8 under the Exchange Act) have changed from those set forth in the Company's definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on April 28, 2023. The new dates are set forth below: Pursuant to the Bylaws, if you wish to submit a proposal or nominate a director at the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), but you are not requesting that your proposal or nomination be included in the Company's proxy materials for the 2024 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act, your proposal or nomination must delivered to and received by the Company's Corporate Secretary, in writing, at 1220 Concord Avenue, Suite 600, Concord, CA 94520 by no earlier than the close of business on February 8, 2024 and no later than the close of business on March 9, 2024. However, if the 2024 Annual Meeting is not held between May 8, 2024 and August 16, 2024, then your proposal or nomination must be delivered to and received by the Company's Corporate Secretary, in writing, not earlier than the close of business on the 120th day prior to the date of the 2024 Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to the date of the 2024 Annual Meeting, or (ii) if the Company publicly announces the date of the 2024 Annual Meeting fewer than 100 days prior to the date of the 2024 Annual Meeting, the 10th day following the day that the Company first makes a public announcement of the date of the 2024 Annual Meeting. In addition, in the event that the number of directors to be elected to the Board of Directors of the Company at the 2024 Annual Meeting is increase

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws of the Company 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) SIGNATURE 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: January 5, 2024 CERUS CORPORATION By: /s/ Chrystal N. Jensen Chrystal N. Jensen Chief Legal Officer and General Counsel 3

View Full Filing

View this 8-K filing on SEC EDGAR