Item 8.01 Other Events.
On January 28, 2020, Cerus Corporation (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with BTIG, LLC (the
"Underwriter"), relating to the issuance and sale of 16,866,667 shares of the
Company's common stock, par value $0.001 per share (the "Common Stock"),
including 2,200,000 shares to be issued pursuant to the exercise of an option to
purchase additional shares of Common Stock granted to the Underwriter. The
Underwriter has agreed to purchase the shares of common stock pursuant to the
Underwriting Agreement at a price of $3.75 per share. The gross proceeds to the
Company from this offering are expected to be approximately $63.3 million,
before deducting estimated offering expenses payable by the Company. The
offering is expected to close on or about January 31, 2020, subject to customary
closing conditions. On January 29, 2020, the Underwriter informed the Company
that it will be exercising its option in full.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriter, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by such parties.
The offering is being made pursuant to the Company's effective registration
statement on Form S-3 (File No. 333-219727) previously filed with the Securities
and Exchange Commission and a prospectus supplement dated January 28, 2020. The
foregoing is only a brief description of the terms of the Underwriting
Agreement, does not purport to be a complete statement of the rights and
obligations of the parties under the Underwriting Agreement and the transactions
contemplated thereby, and is qualified in its entirety by reference to the
Underwriting Agreement that is filed as Exhibit 1.1 hereto. A copy of the legal
opinion and consent of Cooley LLP relating to the legality of the issuance and
sale of the shares of Common Stock in the offering is filed as Exhibit 5.1
hereto.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements. Any such
statements that are not statements of historical fact may be deemed to be
forward-looking statements, including, without limitation, statements relating
to Cerus' public offering, the expected proceeds therefrom and the closing of
the offering. These forward-looking statements are based upon Cerus' current
expectations. Actual results could differ materially from these forward-looking
statements as a result of certain factors, including, without limitation, risks
related to market conditions and the satisfaction of customary closing
conditions related to the public offering, risks associated with the uncertain
research and product development process, and other risks detailed
in Cerus' filings with the SEC, including in Cerus' quarterly report on Form
10-Q for the quarter ended September 30, 2019, filed with the SEC on October 30,
2019 and in the prospectus supplement related to the public offering filed with
the SEC on January 28, 2020. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this press
release. Cerus does not undertake any obligation to update any forward-looking
statements as a result of new information, future events, changed assumptions or
otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement
5.1 Opinion of Cooley LLP
23.1 Consent of Cooley LLP (included in Exhibit 5.1)
104 Cover page interactive data file (formatted as Inline XBRL)
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