Cerus (CERS) 8-KDeparture of Directors or Certain Officers

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

CERUS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

(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 obligation of the registrant under any of the following provisions:

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 5, 2024, the stockholders of Cerus Corporation (the “Company”) approved the Company’s 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), as successor to the Company’s Amended and Restated 2008 Equity Incentive Plan. The material terms of the 2024 Equity Incentive Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”), in the section entitled “Proposal No. 2 – Approval of the Company’s 2024 Equity Incentive Plan” on pages 22 to 35, which description is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 5, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of votes withheld, abstentions and broker non-votes with respect to each matter, as applicable. A more complete description of each matter is set forth in the Proxy Statement.

Proposal 1

The Company’s stockholders elected each of the three nominees named below to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified.

Proposal 2

The Company’s stockholders approved the 2024 Equity Incentive Plan, the successor plan to the Company’s Amended and Restated 2008 Equity Incentive Plan.

Proposal 3

The Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated Employee Stock Purchase Plan to increase the aggregate number of shares of common stock available for issuance thereunder by 2,000,000 shares.

Proposal 4

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

Proposal 5

The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2024.

No other matters were submitted for stockholder action at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.