<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-21937
CERUS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 68-0262011
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
2525 STANWELL DR., SUITE 300
CONCORD, CALIFORNIA 94520
(Address of principal executive offices, including zip code)
(510) 603-9071
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
----- -----
As of April 30, 1997 there were 8,885,533 shares of the Registrant's
Common Stock outstanding.
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<PAGE> 2
CERUS CORPORATION
QUARTERLY REPORT ON FORM 10-Q
THREE MONTHS ENDED MARCH 31, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets -
March 31, 1997 and December 31, 1996 3
Condensed Statements of Operations -
Three months ended March 31, 1997 and 1996 4
Condensed Statements of Cash Flows -
Three months ended March 31, 1997 and 1996 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
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PART II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
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SIGNATURES 14
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</TABLE>
Page 2
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM I: FINANCIAL STATEMENTS
CERUS CORPORATION
CONDENSED BALANCE SHEETS
UNAUDITED
(in Thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $28,981 $ 6,002
Accounts receivable from related party 996 326
Other current assets 410 206
------- -------
Total current assets 30,387 6,534
Furniture and equipment, net of depreciation 1,359 1,184
Deferred financing costs -- 969
Other assets 120 125
------- -------
Total assets $31,866 $ 8,812
======= =======
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses $ 3,100 $ 2,805
Deferred revenue 982 982
Current portion of capital lease obligations 66 94
------- -------
Total current liabilities 4,148 3,881
Capital lease obligations, less current portion 81 92
Total stockholders' equity 27,637 4,839
------- -------
Total liabilities and stockholders' equity $31,866 $ 8,812
======= =======
</TABLE>
See notes to condensed financial statements
Page 3
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CERUS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED
(in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
1997 1996
------- -------
<S> <C> <C>
Revenue:
Licenses, milestones and development funding
from a related party $ 875 $ 1,194
Government grants 157 407
------- -------
Total revenue 1,032 1,601
Operating expenses:
Research and development 4,588 2,779
General and administrative 750 480
------- -------
Total operating expenses 5,338 3,259
------- -------
Loss from operations (4,306) (1,658)
Interest income, net 245 120
------- -------
Net loss $(4,061) $(1,538)
======= =======
Net loss per share $( 0.57) $( 0.56)
======= =======
Shares used in computing net loss per share 7,163 2,729
======= =======
</TABLE>
See notes to condensed financial statements
Page 4
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CERUS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED
(in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1997 1996
-------- --------
<S> <C> <C>
Net loss $( 4,061) $( 1,538)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 134 125
Amortization of deferred compensation 65 19
Changes in operating assets and liabilities:
Accounts receivable from related party (670) --
Other current assets (204) (264)
Other assets 5 13
Accounts payable and accrued expenses 295 855
Deferred revenue -- (390)
-------- --------
Net cash used in operating activities (4,436) (1,180)
Investing activities:
Purchases of furniture and equipment (309) (6)
-------- --------
Net cash used in investing activities (309) (6)
Financing activities:
Net proceeds from sale of preferred stock -- (86)
Proceeds from issuance of common stock 26,792 --
Deferred financing costs 969 --
Payments on notes receivable from shareholders 2 --
Payments on capital lease obligations (39) (35)
-------- --------
Net cash provided by (used in) financing activities 27,724 (121)
-------- --------
Net increase (decrease) in cash and cash equivalents 22,979 (1,307)
Cash and cash equivalents, beginning of period 6,002 9,659
-------- --------
Cash and cash equivalents, end of period $ 28,981 $ 8,352
======== ========
Supplemental disclosure of non cash financing activities:
Deferred compensation related to stock option grants $ -- $ 43
======== ========
</TABLE>
See notes to condensed financial statements
Page 5
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CERUS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring accrual adjustments, considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 31, 1997 are not necessarily indicative of the results that may be
expected for any future period.
These financial statements and notes should be read in conjunction with the
Company's audited financial statements and notes thereto for the year ended
December 31, 1996 included in the Company's Prospectus dated January 30, 1997.
NOTE 2 - STOCKHOLDERS' EQUITY
In January 1997, the Company effected a 1.47-for-one stock split of its
outstanding shares of Common Stock.
In February 1997, the Company received net proceeds (after deduction of
offering costs) of $21.1 million from its initial public offering of 2,000,000
shares of Common Stock . In conjunction with the initial public offering, the
Company sold an additional 496,878 shares of its Common Stock to Baxter
Healthcare Corporation for an aggregate purchase price of approximately $5.5
million. Additionally, at the time of the initial public offering, warrants to
purchase 47,605 shares of Common Stock were exercised. The aggregate exercise
price paid to the Company was approximately $183,000.
NOTE 3 - LOSS PER SHARE INFORMATION
Net Loss Per Share
Net loss per share is computed using the weighted average number of common and
dilutive common equivalent shares outstanding during the period, giving
retroactive effect to the January 1997 1.47-for-one stock split for the three
month period ended March 31, 1996. Common equivalent shares consist of the
incremental common shares issuable upon conversion of the convertible Preferred
Stock (using the if-converted method), Common Stock options and warrants, when
their effect is dilutive. In addition, pursuant to SEC Staff Accounting
Bulletins and Staff policy, such computations include the effect of all dilutive
and antidilutive common and common equivalent shares issued at prices below the
Company's January 30, 1997 initial public offering price during the 12 months
prior to the offering as if they were outstanding through January 30, 1997,
determined using the treasury stock method and the per share initial public
offering price.
Page 6
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CERUS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Continued)
Net loss per share and shares used in computing net loss per share calculated
on the above basis are as follows (shares in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1997 1996
------ ------
<S> <C> <C>
Net loss per share $(0.57) $(0.56)
====== ======
Weighted average shares of common stock outstanding 6,726 1,418
Shares related to Staff Accounting Bulletins 437 1,311
------ ------
Shares used in net loss per share calculation 7,163 2,729
====== ======
</TABLE>
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share," which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded. The impact is not expected to result in a
material change in the net loss per share for the quarters ended March 31, 1997
and March 31, 1996 as the Company incurred net losses in those periods and,
accordingly, the calculation of earnings per share for those periods excluded
common equivalent shares, as their effect was antidilutive.
Pro Forma Net Loss Per Share
Pro forma net loss per share for the three month period ended March 31, 1996 has
been computed as described above and also gives effect, even if antidilutive, to
common equivalent shares from convertible Preferred Stock that automatically
converted upon the closing of the Company's initial public offering (using the
if-converted method). Pro forma per share information calculated on the above
basis is as follows (shares in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996
------------------
<S> <C>
Pro forma net loss per share $(0.23)
======
Shares used in computing net loss per share 2,729
Adjustment to reflect the effect of the
assumed conversion of convertible
preferred stock from the date of issuance 3,852
------
Shares used in computing pro forma net loss
per share 6,581
======
</TABLE>
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Company's financial statements and accompanying notes included herein and the
Company's 1996 audited financial statements and notes thereto included in the
Company's prospectus dated January 30, 1997 ("Prospectus").
Except for historical information contained herein, this discussion contains
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ significantly from those discussed here as a result
of certain factors, including those set forth below and under the caption "Risk
Factors" and elsewhere in the Prospectus.
OVERVIEW
Cerus Corporation is developing systems designed to improve the safety of blood
transfusions by inactivating infectious pathogens in blood components used for
transfusion (platelets, fresh frozen plasma ("FFP") and red blood cells) and
inhibiting the leukocyte (white blood cell) activity that is responsible for
certain adverse immune and other transfusion-related reactions. The Company's
platelet pathogen inactivation system is presently in Phase 2 clinical trials.
During the first quarter of 1997, the Company commenced Phase 1 clinical trials
of its FFP pathogen inactivation system. The red blood cell pathogen
inactivation system is presently in preclinical development.
In December 1993, Cerus entered into a development and commercialization
agreement with Baxter Healthcare Corporation ("Baxter") to develop a system for
inactivation of pathogens in platelets used for transfusions. The agreement
provides for Baxter to share costs associated with research and development,
preclinical studies and clinical trials for the system. The agreement also
provides for a sharing of revenue from sales of inactivation system
disposables, after each party is reimbursed for its cost of goods above a
specified level. Under this agreement, Baxter made a $1.0 million equity
investment in the Company and has paid $11.7 million in up-front license fees
and milestone and development payments. The company recognizes the license fees
as revenue when related milestones are achieved. At March 31, 1997,
approximately $1.0 million in license fees remains to be recognized as revenue
subject to achievement of a milestone. In January 1997, the Company and Baxter
amended the agreement to provide that the Company would receive an additional
2.2% of the shared revenue from the sale of the platelet pathogen inactivation
system disposables in return for payment by the Company to Baxter of $5.5
million in 1997 in four equal quarterly installments for development costs. The
current quarter's results include the first of these quarterly contractual
payments of approximately $1.4 million.
In January and July 1995, Cerus received approximately $2.6 million from Baxter
in connection with interim funding agreements related to the development of
pathogen inactivation systems for FFP and red blood cells. In April 1996, Cerus
entered into a second development and commercialization agreement with Baxter,
principally focused on the FFP and red blood cell pathogen inactivation systems.
Under this agreement, the Company and Baxter are to share gross profits from
sales of inactivation system disposables, after deducting from such gross
profits a specified percentage allocation to be retained by the marketing party
for marketing and administration expenses. Under this agreement, Baxter made an
aggregate equity investment of $6.0 million in Cerus in April and July 1996. In
addition, this agreement provides for Baxter to make three additional
investments of $5 million each in the Common Stock of the Company, at 120% of
the market price at the time of each investment, subject to the achievement of
certain milestones.
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Since its inception in 1991, Cerus has devoted substantially all of its efforts
and resources to the research, development and clinical testing of techniques
and systems for inactivating pathogens in transfusion blood components. The
Company has been unprofitable since inception and, as of March 31, 1997, had an
accumulated deficit of approximately $24.3 million. All of the Company's planned
pathogen inactivation systems are in the research and development stage. The
Company will be required to conduct significant research, development, testing
and regulatory compliance activities on these products that, together with
anticipated general and administrative expenses, are expected to result in
substantial losses at least through 1998. The Company's ability to achieve a
profitable level of operations in the future will depend on its ability to
successfully complete development, obtain regulatory approvals and achieve
market acceptance of its pathogen inactivation systems. There can be no
assurance that the Company will ever achieve a profitable level of operations.
To date, the Company has not received any revenue from product sales and it will
not derive revenue from product sales unless and until one or more planned
products receives regulatory approval and achieves market acceptance. The
Company anticipates that its sources of revenue until product sales occur will
be limited to payments under development and commercialization agreements with
Baxter in the area of blood component pathogen inactivation, payments from the
United States government under research grant programs, payments from future
collaboration agreements, if any, and interest income. Under the current
agreements with Baxter, all research, development, preclinical and clinical
costs of the pathogen inactivation projects are shared equally by Cerus and
Baxter. Because more of such research and development is typically performed
internally at Cerus than at Baxter and because Cerus is generally responsible
for engaging third parties to perform certain aspects of these projects, the
Company's research and development expenses have exceeded Baxter's expenses. As
a result, the Company has recognized revenue from Baxter, giving rise to a
receivable due from Baxter and corresponding periodic balancing payments to the
Company. The next such balancing payment is scheduled to be received by the
Company from Baxter during the first quarter of 1998 for amounts owed by Baxter
to Cerus at December 31, 1997. Through March 31, 1997, the Company had
recognized approximately $13.9 million in revenue under its agreements with
Baxter, including the license fee and milestone amounts described above, and
approximately $2.6 million under United States government grants.
Page 9
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RESULTS OF OPERATIONS
The following discussion compares the results of operations for the three-month
period ended March 31, 1997 to the three-month period ended March 31, 1996. The
operating results for these periods are not necessarily indicative of operating
results in future periods. The following comparative information should be read
in conjunction with the financial statements and notes, as well as the other
information presented herein.
Revenue. Revenue earned under agreements with Baxter decreased 25% to
approximately $900,000 for the quarter ended March 31, 1997 from approximately
$1.2 million for the same quarter in 1996, principally due to the fact that the
Company's costs associated with the platelet pathogen inactivation system
decreased in the first quarter of 1997 from the same period in 1996 (see
Research and Development Expenses below) while Baxter's costs increased, as
disposable and instrument development activities increased. These two factors
resulted in a decrease in the amount by which the Company's costs exceeded
Baxter's costs. Because Cerus and Baxter share costs equally, the effect of this
cost differential was to reduce the amount owed to Cerus by Baxter for the
period by approximately $250,000.
Government grant revenue decreased 62% to approximately $150,000 for the quarter
ended March 31, 1997 from approximately $400,000 for the same quarter in 1996,
primarily due to periodic changes in grant-related activity. In general, grant-
related activity is a function of how that activity fits into the overall
development activity at the Company and is not necessarily indicative of future
grant revenue.
Revenue under the agreements with Baxter were 85% of total revenue for the
quarter ended March 31, 1997, compared with 75% for the quarter ended March 31,
1996.
Research and Development Expenses. Research and development expenses increased
64% to approximately $4.6 million for the quarter ended March 31, 1997 from
approximately $2.8 million for the quarter ended March 31, 1996. This increase
is attributable to the following factors:
Payment to Baxter. As described above, the 1993 platelet agreement was
amended to provide for payment by Cerus to Baxter of $5.5 million for
development costs in return for an additional 2.2% share of platelet
pathogen inactivation system adjusted product revenue. The first of
four quarterly payments of $1.4 million was made in the first quarter
of 1997 and accounts for approximately $1.4 million of the increase.
Platelet Pathogen Inactivation System. Research and development
expenses in the platelet program decreased by approximately $300,000 in
the first quarter of 1997 compared to the same quarter of 1996. The
decrease is due principally to reduced toxicology and compound
formulation / manufacturing costs in the current year and, to a lesser
extent, lower payroll and other personnel expenses. These reductions
were partially offset by increases in clinical trial costs in the first
quarter of 1997 as compared to the same quarter of 1996.
FFP and Red Blood Cell Pathogen Inactivation Systems. Research and
development expenses in the two programs increased by approximately
$800,000, primarily due to increased payroll and other personnel costs
as well as the commencement of toxicology studies and compound
formulation / manufacturing activities in the red blood cell program
contracted by Cerus with outside parties.
The Company anticipates that research and development expenses will continue to
increase in the future as it expands its pathogen inactivation system
development efforts and related clinical trials.
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General and Administrative Expenses. General and administrative expenses
increased 50% to approximately $750,000 for the quarter ended March 31, 1997
from approximately $500,000 for the quarter ended March 31, 1996. The increase
is primarily attributable to increased personnel levels associated with
expansion of the Company's operations and to increased professional fees and
other costs associated with being a publicly-held company. The Company
anticipates that general and administrative expenses will continue to increase
in the future as additional personnel are added to support its business
operations.
Interest Income, Net. Interest income increased 150% to approximately $250,000
for the quarter ended March 31, 1997 from approximately $100,000 for the quarter
ended March 31, 1996. The increase is due to increased average cash balances
related to proceeds from the Company's initial public offering and a private
placement to Baxter. Interest expense remained relatively unchanged from the
first quarter of 1996 to the first quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
In January 1997, the Company completed an initial public offering of 2,000,000
shares of Common Stock, generating net proceeds (after deduction of offering
costs) of approximately $21.1 million. Concurrent with this offering, the
Company sold directly to Baxter an additional 496,878 shares of its Common Stock
for an aggregate purchase price of approximately $5.5 million. In addition to
these two financings, the Company's sources of capital to date have consisted of
private placements of preferred and common equity securities, project funding by
Baxter, United States government grants and interest income. To date, the
Company has not received any revenue from product sales and it will not derive
revenue from product sales unless and until one or more planned products
receives regulatory approval and achieves market acceptance. At March 31, 1997,
the Company had cash and cash equivalents of approximately $29.0 million.
Net cash used in operating activities was approximately $4.4 million for the
quarter ended March 31, 1997 compared to $1.2 million for the first quarter of
1996, resulting primarily from net losses. Net cash used in investing activities
in the first quarter of 1997 of approximately $300,000 resulted from purchases
of laboratory and computer equipment.
The Company's future capital requirements and the adequacy of its available
funds will depend on many factors, including progress of the platelet program
and the related clinical trials; progress of the FFP and red blood cell
programs; achievement of milestones leading to a milestone payment and equity
investments by Baxter; regulatory approval and successful commercialization of
the Company's pathogen inactivation systems; costs related to creating,
maintaining and defending the Company's intellectual property position; and
competitive developments. The Company believes that its available cash balances,
together with anticipated cash flows from existing Baxter and grant
arrangements, will be sufficient to meet its capital requirements through 1999.
There can be no assurance that the Company will be able to meet its capital
requirements for this or any other period. In the event that additional capital
is required, the Company may seek to raise that capital through public or
private equity or debt financings or through additional collaborative
arrangements or government grants. Future capital funding transactions may
result in dilution to investors in the Company. There can be no assurance that
such capital will be available on favorable terms, if at all.
ADDITIONAL RISKS
The Company's business is subject to significant additional risks, including,
but not limited to, the risks inherent in its research and development efforts,
including clinical trials; uncertainties associated both with obtaining and
enforcing its patents and with the patent rights of others; the lengthy,
expensive and uncertain process of seeking regulatory approvals; uncertainties
regarding government reforms and of product pricing and reimbursement levels;
technological change and competition; manufacturing uncertainties; and
dependence on Baxter and other third parties.
In addition, the market price of the Company's Common Stock, like that of the
common stock of many other companies in similar industries, is likely to be
highly volatile. Factors such as the announcements of scientific achievements or
new products by the Company or its competitors; governmental regulation; health
care legislation; developments in patent or other proprietary rights of the
Company or its competitors, including litigation; fluctuations in the Company's
operating results; and market conditions for health care stocks in general could
have a significant impact on the future price of the Common Stock. In addition,
the stock market has from time to time experienced extreme price and volume
fluctuations, which may be unrelated to the operating performance of particular
companies. There can be no assurance that fluctuations in the price and volume
of the Company's Common Stock will not occur in the future.
The Company's pathogen inactivation systems are in the research and development
stage and will require additional preclinical and clinical testing prior to
submission of any regulatory application for commercial use. The Company
currently does not expect to file a product approval application with the United
States Food and Drug Administration ("FDA") or corresponding regulatory filings
in Europe for its platelet pathogen inactivation system or for any of its other
planned products prior to 1998. No assurance can be given that any of the
Company's development programs will be successfully completed; that any further
Investigational New Drug ("IND") or Investigational Device Exemption ("IDE")
application will become effective or that additional clinical trials will be
allowed by the FDA or other regulatory authorities; that clinical trials will
commence as planned; that required United States or foreign regulatory approvals
will be obtained on a timely basis, if at all; or that any products for which
approval is obtained will be commercially successful.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
On February 5, 1997, as a result of the Company's initial
public offering, all outstanding shares of the Company's Preferred Stock were
converted into 4,412,243 shares of Common Stock without payment of additional
consideration. Also on such date, the Company sold 496,878 shares of
unregistered Common Stock to Baxter Healthcare Corporation ("Baxter") for an
aggregate purchase price of $5.5 million, issued 45,224 shares of unregistered
Common Stock upon exercise of warrants for an aggregate exercise price of
approximately $183,000, and issued 2,381 unregistered shares of Common Stock
upon the net exercise of warrants. The Common Stock issued upon conversion of
the Preferred Stock and upon the net exercise of the warrants was exempt from
registration under the Securities Act of 1933, as amended (the "Act")
pursuant to Section 3(a)(9) thereof, as securities exchanged by an issuer with
existing securityholders. The sale of Common Stock to Baxter and the cash
exercise of warrants were exempt from registration under the Act pursuant to
Section 4(2) thereof, as transactions not involving any public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters, submitted to a vote of the Company's
security holders by written consent effective January 13, 1997, were approved
by the number of shares indicated below:
<TABLE>
<CAPTION>
Class of Securities Consent Given No Consent Given
------------------- -------------- ----------------
<S> <C> <C>
Common Stock 1,702,468 226,339
Preferred Stock 3,510,566 901,677
</TABLE>
1. Amendment of the Company's Amended and Restated Articles of
Incorporation effecting a 1.47-for-one split of the Company's
outstanding Common Stock, increasing the authorized number of
shares of Common Stock to 10,000,000 and amending a provision
relating to fractional shares.
2. Approval of the reincorporation of the Company from California
to Delaware, the merger of the Company into Cerus Delaware
Corporation, the related Agreement of Plan of Merger and the
Certificate of Incorporation and By-laws of the new Delaware
corporation.
3. Amendment and restatement of the Certificate of Incorporation
effective after the closing of the Company's initial public
offering to delete the provisions therein relating to Series
A, Series B, Series C, Series D and Series E Preferred Stock
(which automatically converted into Common Stock upon the
initial public offering) and to authorize 5,000,000 shares of
undesignated Preferred Stock and 50,000,000 shares of Common
Stock.
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4. Approval of the Company's 1996 Equity Incentive Plan, under
which 1,470,000 shares of Common Stock (giving effect to a
1.47-for-one stock split) are reserved for issuance.
5. Approval of the Company's Employee Stock Purchase Plan, under
which 220,500 shares of Common Stock (giving effect to a
1.47-for-one stock split) are reserved for issuance.
6. Approval of the form of Indemnity Agreement to be entered into
with each of the Company's directors and executive officers.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
<TABLE>
<CAPTION>
ITEM DESCRIPTION
---- -----------
<S> <C>
10.1(1) Amendment dated as of January 3, 1997, to the Development,
Manufacturing and Marketing Agreement, dated December 10,
1993, between the Company and Baxter Healthcare Corporation.
10.2(1) Memorandum of Agreement, dated as of January 3, 1997,
between the Company and Baxter Healthcare Corporation.
27.1 Financial Data Schedule
</TABLE>
- ----------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (No. 333-11341) filed with the Commission on January 21, 1997.
(b) Reports on Form 8-K
A Form 8-K, dated February 13, 1997, reported that the Company filed
a Prospectus Supplement to the Prospectus dated January 30, 1997.
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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, thereunto duly authorized.
CERUS CORPORATION
Date: May 12, 1997 /s/ David S. Clayton
----------------------------------
David S. Clayton
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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CERUS CORPORATION
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
<S> <C> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 28,981
<SECURITIES> 0
<RECEIVABLES> 996
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,387
<PP&E> 2,650
<DEPRECIATION> 1,291
<TOTAL-ASSETS> 31,866
<CURRENT-LIABILITIES> 4,148
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 31,866
<SALES> 0
<TOTAL-REVENUES> 1,032
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,338
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
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