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): January 25, 2021
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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
(b) On January 25, 2021, Cerus Corporation (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) via letter of the Company’s non-compliance with Nasdaq’s audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A), which requires, among other things, an audit committee to consist of at least three members, each of whom is independent. The non-compliance was a result of Eric H. Bjerkholt, a member of the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”), no longer qualifying as independent pursuant to Nasdaq Listing Rule 5605(a)(2).
In order to address this matter, the Board removed Mr. Bjerkholt as a member of the Audit Committee, and appointed Jami Nachtsheim, an independent member of the Board, to serve as a member of the Audit Committee and Frank Witney, an existing member of the Audit Committee, to serve as the Chairperson of the Audit Committee. Following such actions, the Company believes that it has regained compliance with the audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A).
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.
| CERUS CORPORATION | ||||||
| Dated: January 29, 2021 | By: | /s/ Chrystal Menard | ||||
| Chrystal Menard | ||||||
| Chief Legal Officer and General Counsel | ||||||