CERUS CORP
10-Q, 2000-05-10
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>   1

- --------------------------------------------------------------------------------
                                  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, 2000

                                       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)

<TABLE>
       <S>                                            <C>
                  DELAWARE                                  68-0262011
       (State or other jurisdiction of                   (I.R.S. Employer
       Incorporation or organization)                 Identification Number)
</TABLE>

                          2525 STANWELL DR., SUITE 300
                            CONCORD, CALIFORNIA 94520
          (Address of principal executive offices, including zip code)

                                 (925) 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, 2000 there were 12,802,957 shares of the Registrant's
Common Stock outstanding.

- --------------------------------------------------------------------------------



<PAGE>   2

                                CERUS CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q
                        THREE MONTHS ENDED MARCH 31, 2000

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   PAGE NO.
                                                                                   --------
<S>        <C>                                                                     <C>
PART I         FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

               Condensed Balance Sheets -
                  March 31, 2000 and December 31, 1999                                3

               Condensed Statements of Operations -
                  Three months ended March 31, 2000 and 1999                          4

               Condensed Statements of Cash Flows -
                  Three months ended March 31, 2000 and 1999                          5

               Notes to Condensed Financial Statements                                6

Item 2.    Management's Discussion and Analysis of
               Financial Condition and Results of Operations                          8

Item 3.    Quantitative and Qualitative Disclosures About Market Risk                13

PART II        OTHER INFORMATION

Item 1.    Legal Proceedings                                                         13

Item 2.    Changes in Securities and Use of Proceeds                                 13

Item 3.    Defaults upon Senior Securities                                           13

Item 4.    Submission of Matters to a Vote of Security Holders                       13

Item 5.    Other Information                                                         13

Item 6.    Exhibits and Reports on Form 8-K                                          14


SIGNATURES                                                                           15
</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,
                                                               2000                1999
                                                            -----------         ----------
<S>                                                         <C>                <C>
Assets
Current assets:
    Cash and cash equivalents                               $    38,335         $    3,537
    Short-term investments                                       18,913             36,882
    Accounts receivable from a related party                        292                  -
    Other current assets                                            231                238
                                                            -----------         ----------

Total current assets                                             57,771             40,657

Furniture and equipment, net of depreciation                      1,023                999
Other assets                                                        124                124
                                                            -----------         ----------

Total assets                                                $    58,918         $   41,780
                                                            ===========         ==========


Liabilities and stockholders' equity Current liabilities:
    Accounts payable to a related party                     $       944         $      531
    Accounts payable                                              1,507              1,480
    Accrued expenses                                              6,535              6,664
    Current portion of capital lease obligations                     32                 31
                                                            -----------         ----------

Total current liabilities                                         9,018              8,706

Capital lease obligations, less current portion                     106                115
Redeemable convertible preferred stock                            5,000              5,000


Total stockholders' equity                                       44,794             27,959
                                                            -----------         ----------

Total liabilities and stockholders' equity                  $    58,918         $   41,780
                                                            ===========         ==========
</TABLE>


                   See notes to condensed financial statements



                                     Page 3
<PAGE>   4

                                CERUS CORPORATION

                       CONDENSED STATEMENTS OF OPERATIONS
                                    UNAUDITED
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                               -------------------------------
                                                                  2000                 1999
                                                               ---------             ---------
<S>                                                            <C>                   <C>
Revenue:
     Development funding from related parties                  $     575             $     552
     Government grants                                                52                   192
                                                               ---------             ---------

Total revenue                                                        627                   744

Operating expenses:
     Research and development                                      7,071                 4,462
     General and administrative                                    1,739                 1,023
                                                               ---------             ---------

Total operating expenses                                           8,810                 5,485
                                                               ---------             ---------

Loss from operations                                              (8,183)               (4,741)

Interest income, net                                                 665                   255
                                                               ---------             ---------

Net loss                                                       $  (7,518)            $  (4,486)
                                                               =========             =========


Net loss per share - basic and diluted                         $   (0.61)            $   (0.48)
                                                               =========             =========

Shares used in computing net loss per share
     - basic and diluted                                          12,282                 9,421
                                                               =========             =========
</TABLE>



                   See notes to condensed financial statements



                                     Page 4
<PAGE>   5

                                CERUS CORPORATION

                       CONDENSED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                               -------------------------------
                                                                  2000                  1999
                                                               ---------             ---------
<S>                                                            <C>                   <C>
Operating activities:
Net loss                                                       $  (7,518)            $  (4,486)
Adjustments to reconcile net loss to net cash used
     in operating activities:
     Depreciation and amortization                                   141                   171
     Amortization of deferred compensation                             7                    17
     Accrued cash dividend on preferred stock, payable to a
         related party                                              (166)                    -
Changes in operating assets and liabilities:
         Accounts receivable from related a party                   (292)                    -
         Other current assets                                          7                   (53)
         Other assets                                                  -                     3
         Accounts payable to a related party                         413                   120
         Accounts payable and accrued expenses                      (268)                  (41)
         Accrued cash dividend on preferred stock, payable to
              a related party                                        166                     -
         Deferred revenue                                              -                   396
                                                               ---------             ---------

Net cash used in operating activities                             (7,510)               (3,873)

Investing activities:
Purchases of furniture, equipment and leasehold improvements        (165)                 (143)
Purchases of short-term investments                                    -               (17,884)
Maturities of short-term investments                              17,969                10,586
                                                               ---------             ---------

Net cash provided by (used in) investing activities               17,804                (7,441)

Financing activities:
Net proceeds from sale of preferred stock                              -                 9,498
Net proceeds from issuance of common stock                        24,513                   186
Repurchase of common stock                                            (1)                  (14)
Payments on capital lease obligations                                 (8)                  (10)
                                                               ----------            ----------

Net cash provided by financing activities                         24,504                 9,660
                                                               ---------             ---------

Net increase (decrease) in cash and cash equivalents              34,798                (1,654)
Cash and cash equivalents, beginning of period                     3,537                 6,161
                                                               ---------             ---------

Cash and cash equivalents, end of period                       $  38,335             $   4,507
                                                               =========             =========
</TABLE>

                   See notes to condensed financial statements



                                     Page 5
<PAGE>   6

                                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, 2000 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 Cerus
Corporation's audited financial statements and notes thereto for the year ended
December 31, 1999 included in the company's 1999 Annual Report on Form 10-K.


NOTE 2 - COMPREHENSIVE INCOME (LOSS)

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income," requires that all items that are required to be recognized under
accounting standards as comprehensive income (revenue, expenses, gains and
losses) be reported in a financial statement that is displayed with the same
prominence as other financial statements. Cerus does not have material
components of other comprehensive income. Therefore, comprehensive loss is equal
to net loss for all periods presented.


NOTE 3 - NET LOSS PER SHARE

Cerus' net loss per share has been calculated in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share." Basic and diluted
net loss per share has been computed using the weighted average number of common
shares outstanding during the period. The effect of outstanding stock options is
excluded from the calculation of diluted net loss per share, as its inclusion
would be antidilutive.


NOTE 4 - REVENUE AND RESEARCH AND DEVELOPMENT EXPENSES

Development funding from related parties includes amounts recognized under
development agreements with Baxter Healthcare Corporation and the Consortium for
Plasma Science. Research and development expenses and development revenue from
Baxter and the Consortium are recognized as incurred.



                                     Page 6
<PAGE>   7

There was no license or milestone revenue recognized in the three months ended
March 31, 2000 and 1999.


NOTE 5 - CAPITAL STOCK TRANSACTIONS

In February 2000, Cerus completed a private placement of 1,000,000 shares of
common stock to accredited investors, including Baxter Healthcare Corporation,
which purchased 390,000 shares. The purchase price was $25.00 per share, and
Cerus received net proceeds of $23.9 million, after deducting related expenses.



                                     Page 7
<PAGE>   8

ITEM 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS


This discussion and analysis should be read in conjunction with Cerus' financial
statements and accompanying notes included in this report and the company's 1999
audited financial statements and notes thereto included in its 1999 Annual
Report on Form 10-K. Operating results for the periods presented are not
necessarily indicative of results that may occur in future periods.

The following discussion includes forward-looking statements that involve risks
and uncertainties. When used herein, the words "believe," "anticipate,"
"expect," "estimate" and similar expressions are intended to identify such
forward-looking statements. There can be no assurance that these statements will
prove to be correct. Certain important factors could cause actual results to
differ materially from those discussed in such statements, including
uncertainties associated with pre-clinical and clinical testing, market
acceptance and other factors discussed below and in the Form 10-K. Cerus
undertakes no obligation to update any of the forward-looking statements
contained herein to reflect any future events or developments.

Helinx is a trademark of Cerus Corporation.
Intercept is a trademark of Baxter International, Inc.


OVERVIEW

Cerus Corporation is developing systems to improve the safety of the world's
blood supply. Cerus and its partner Baxter Healthcare Corporation are developing
the Intercept(TM) Blood Systems for platelets, fresh frozen plasma (FFP) and red
blood cells. The Intercept Blood Systems are intended to target and inactivate
blood-borne pathogens such as HIV and hepatitis B and C, as well as leukocytes,
while leaving the therapeutic properties of the blood components intact. An
estimated four million units of platelets, seven million units of FFP and 34
million units of red blood cells are transfused annually in the Unites States,
Western Europe and Japan. Intercept Blood Systems are the first application of
Cerus' Helinx(TM) technology.

Cerus' Helinx technology has the ability to prevent the replication of viruses,
bacteria and other pathogens and to control cellular proliferation. In addition
to the Intercept Blood Systems, potential health care applications for this
technology include treating source plasma for fractionation, improving the
outcomes of stem cell transplantation procedures and treatments for
proliferative disorders.

The Intercept Platelet System is in Phase 3 clinical trials in the United States
and in Europe. The Intercept Plasma System is in Phase 3 clinical trials in the
United States, and the Intercept Red Blood Cell System is in Phase 1 clinical
trials in the United States. Cerus is also conducting a Phase 1 clinical trial
of Helinx T-cells in its allogeneic cellular immunotherapy (ACIT) program to
improve the outcome of bone marrow transplantation procedures. Cerus' source
plasma pathogen inactivation system is in pre-clinical development.

Since its inception in 1991, Cerus has devoted substantially all of its efforts
and resources to the research, development and clinical testing of systems based
on its Helinx technology. Cerus has



                                     Page 8
<PAGE>   9

been unprofitable since inception and, as of March 31, 2000, had an accumulated
deficit of approximately $95.2 million. All of Cerus' systems are in the
research and development stage, and Cerus has not received any revenue from
product sales. Cerus must conduct significant research, development,
pre-clinical and clinical evaluation and regulatory compliance activities on
these systems that, together with anticipated general and administrative
expenses, are expected to result in substantial losses at least until after
commercialization of its products under development. Cerus' 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 the Intercept Blood Systems. There can be no assurance that
Cerus will ever achieve a profitable level of operations. Further, under the
agreements discussed below, a significant portion of development funding for the
Intercept Blood Systems is provided by Baxter based on an annual budgeting
process. There can be no assurance that these agreements will not be modified or
terminated.

Agreement with Baxter for the development of the Intercept Platelet System.
Cerus has a development and commercialization agreement with Baxter for the
joint development of a system for inactivation of viruses, bacteria and other
infectious pathogens in platelets used for transfusions (the "Platelet
Agreement"). The Platelet Agreement provides for Baxter and Cerus generally to
share system development costs equally, subject to mutually determined budgets
established from time to time, and for Cerus to receive approximately 33.5% of
revenue from sales of inactivation system disposables after each party is
reimbursed for its cost of goods above a specified level. Baxter has an
exclusive, worldwide distribution license and will be responsible for
manufacturing and marketing the Intercept Platelet System following regulatory
approval. The Platelet Agreement also provides for Baxter to make a $5 million
cash milestone payment to Cerus upon approval by the U.S. Food and Drug
Administration of an application to market products developed under the platelet
program, comparable approval in Europe or termination of the platelet system
development program.

Agreement with Baxter for the development of the Intercept Red Blood Cell System
and Intercept Plasma System. Cerus also has a development and commercialization
agreement with Baxter for the joint development of systems for inactivation of
viruses, bacteria and other infectious pathogens in red blood cells and FFP for
transfusion (the "RBC/FFP Agreement"). The RBC/FFP Agreement provides for Baxter
and Cerus generally to share Intercept Red Blood Cell System development costs
equally, subject to mutually determined budgets established from time to time.
Cerus is solely responsible for funding the development costs of the Intercept
Plasma System. Baxter has an exclusive, worldwide distribution license and will
be responsible for manufacturing and marketing the Intercept Red Blood Cell
System and Intercept Plasma System following regulatory approvals. The RBC/FFP
Agreement also provides for an equal sharing of revenue from sales of Intercept
Red Blood Cell System disposables, and for Cerus to receive 75% and Baxter to
receive 25% of revenue from sales of Intercept Plasma System disposables, after
each party is reimbursed for its cost of goods and a specified percentage
allocation, not to exceed 14% of revenue, is retained by Baxter for marketing
and administrative expenses.

From inception through March 31, 2000, Cerus has received $46.7 million in
equity investments from Baxter and has recognized $22.5 million in revenue.
Development funding is in the form of balancing payments made by Baxter to
Cerus, if necessary, to reimburse Cerus for development spending in excess of
the levels determined by Baxter and Cerus. Development funding revenue is
recognized as the related project costs are incurred.



                                     Page 9
<PAGE>   10
Agreement with the Consortium for Plasma Science. In December 1998, Cerus and
the Consortium for Plasma Science entered into an agreement for the development
of a pathogen inactivation system for source plasma used for fractionation. The
Consortium is co-funded by four plasma fractionation companies: Alpha
Therapeutics Corporation, Aventis Behring, Bayer Corporation and Baxter. The
Consortium, which is a separate entity from its members, provides research and
development funding worldwide for technologies to improve the safety of source
plasma. Under the agreement, the Consortium is funding development of Cerus'
proprietary technology for use with source plasma, subject to an annual review
process. Subject to the Consortium meeting certain funding requirements, Cerus
will pay the Consortium a royalty based on a percentage of product sales, if
any. The initial term of the agreement expires on June 30, 2000. There is no
guarantee that the agreement will be renewed.

RESULTS OF OPERATIONS

THREE MONTH PERIODS ENDED MARCH 31, 2000 AND 1999

Revenue. Cerus anticipates that its sources of revenue until product sales occur
will be limited to payments under collaboration agreements, including Cerus'
development and commercialization agreements with Baxter and development
agreement with the Consortium, and payments from the United States government
under research grant programs. Development revenue from Baxter and the
Consortium was $0.6 million in the three month periods ended March 31, 2000 and
1999. Revenue earned under the agreements with Baxter is dependent on the
relative spending by Cerus and Baxter on the programs for which development
costs are shared. Cerus did not recognize any license or milestone revenue in
the three months ended March 31, 2000 and 1999.

Government grant revenue decreased 73% to $52,000 for the three months ended
March 31, 2000, compared to $192,000 for the comparable period in 1999. The
decrease was primarily due to the expiration of three government grants between
April 1999 and August 1999. Cerus currently has one government grant which
expires in September 2002. There can be no assurance that Cerus will receive
additional government grants in the future.

Research and Development Expenses. Research and development expenses increased
58% to $7.1 million for the three months ended March 31, 2000 from $4.5 million
for the comparable period in 1999. The increase was due principally to the
addition of scientific personnel, and increased costs for clinical trials and
toxicology studies. Cerus anticipates that its research and development expenses
will continue to increase as Phase 3 clinical trials of the Intercept Platelet
Systems and Intercept Plasma Systems continue, and as research and development
activity relating to its other programs increases.

General and Administrative Expenses. General and administrative expenses
increased 70% to $1.7 million for the three months ended March 31, 2000 from
$1.0 million for the comparable three month period in 1999. The increase was
primarily attributable to increased personnel levels associated with expansion
of Cerus' operations. Cerus expects its general and administrative expenses to
continue to increase as development activities expand.



                                    Page 10
<PAGE>   11

Net Interest Income. Net interest income increased 162% to $0.7 million for the
three months ended March 31, 2000 from $0.3 million for the comparable three
month period in 1999. The increase was attributable primarily to increased
average cash and investments balances related to proceeds from the issuance of
preferred stock to Baxter in March 1999, the public offering of common stock and
private placement of common stock to Baxter in April 1999 and the private
placement of common stock to accredited investors, including Baxter, in February
2000. Cerus typically maintains substantial balances of cash equivalents and
short-term investments to fund future research and development activities. Cerus
expects to earn interest at market rates in proportion to the securities
balances it maintains.

LIQUIDITY AND CAPITAL RESOURCES

Cerus' sources of capital to date have consisted of public offerings and private
placements of equity securities, payments received under its agreements with
Baxter and the Consortium, United States government grants and interest income.
To date, Cerus has not received any revenue from product sales, and it will not
derive revenue from product sales unless and until one or more products under
development receives regulatory approval and achieves market acceptance.

In February 2000, Cerus completed a private placement of 1,000,000 shares of
common stock at $25.00 per share and received net proceeds of $23.9 million,
after deducting related expenses. The shares were purchased by institutional and
other accredited investors, including Baxter, which purchased 390,000 shares.

At March 31, 2000, Cerus had cash, cash equivalents and short-term investments
of $57.2 million.

Net cash used in operating activities was $7.5 million for the three months
ended March 31, 2000, compared to $3.9 million for the same period in 1999,
resulting primarily from the net loss of $7.5 million during the period. Net
cash provided by investing activities in the three month period ended March 31,
2000 of $17.8 million resulted principally from the maturities of $18.0 million
of short-term investments. Working capital increased to $48.8 million at March
31, 2000 from $32.0 million at December 31, 1999, primarily due to increased
cash balances, partially offset by a decrease in short-term investment balances,
from financing activities.

Cerus believes that its available cash balances, together with anticipated cash
flows from existing development and grant arrangements, will be sufficient to
meet its capital requirements for at least the next twelve months. These
near-term capital requirements are dependent on various factors, including the
development progress of the Intercept Blood Systems and other programs; payments
by Baxter and the Consortium; and costs related to creating, maintaining and
defending Cerus' intellectual property position. Cerus' long-term capital
requirements will be dependent on these factors and on Cerus' ability to raise
capital through public or private equity or debt financings or through
additional collaborative arrangements or government grants, the achievement of
milestones, regulatory approval and successful commercialization of the
Intercept Blood Systems and other products under development, competitive
developments and regulatory factors. Future capital funding transactions may
result in dilution to investors in Cerus. Capital may not be available on
favorable terms, or at all. There can be no assurance that Cerus will be able to
meet its capital requirements for this or any other period.



                                    Page 11
<PAGE>   12

FINANCIAL INSTRUMENTS

Cerus maintains an investment portfolio of various issuers, types and
maturities. These securities are generally classified as available for sale and,
consequently, are recorded on the balance sheet at fair value with unrealized
gains or losses reported as a separate component of stockholders' equity, if
material. Unrealized gains and losses at March 31, 2000 and December 31, 1999
were not material. Cerus' investments primarily consist of short-term money
market mutual funds, United States and state government obligations and
commercial paper. Of Cerus' investments balance of $57.2 million at March 31,
2000, approximately 67% have original maturity dates of less than 90 days and
approximately 7% of this balance have original maturities of 90 days to one
year. Cerus does not believe its exposure to interest rate risk to be material
given the short-term nature of its investment portfolio.

ADDITIONAL RISKS

Cerus' business is subject to significant additional risks, including, but not
limited to, the risks and uncertainties inherent in its research and development
efforts, including pre-clinical and clinical trials; the lengthy, expensive and
uncertain process of seeking regulatory approvals; dependence on Baxter and
other third parties; uncertainties associated both with obtaining and enforcing
its patents and with the patent rights of others; technological change and
competition; manufacturing uncertainties; and uncertainties regarding government
reforms and of product pricing and reimbursement levels.

Cerus' programs are in the research and development stage and will require
significant additional pre-clinical and clinical testing prior to submission of
any regulatory application for commercial use. Cerus has not filed a product
approval application with the FDA or made corresponding regulatory filings in
Europe for the Intercept Platelet System or for any of its other products under
development. No assurance can be given that such filings will be made or that
any of Cerus' development programs will be successfully completed; that any
further Investigational New Drug or Investigational Device Exemption
applications will become effective or that additional clinical trials will be
allowed by the FDA or other regulatory authorities; that future 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.

In addition, the market price of Cerus' 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 Cerus or its competitors; governmental regulation; health care
legislation; developments in patent or other proprietary rights of Cerus or its
competitors, including litigation; fluctuations in Cerus' operating results;
comments made by analysts, including changes in analysts' estimates of Cerus'
financial performance; and market conditions for health care stocks in general
could have 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 Cerus' common stock will not occur in the future.



                                    Page 12
<PAGE>   13

ITEM 3:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by this item is provided under the caption "Financial
Instruments" under Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.


PART II    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

Not Applicable.


ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

On February 16, 2000, the Company sold 1,000,000 shares of unregistered common
stock in a private placement to certain institutional and other accredited
investors for an aggregate purchase price of $25.0 million. Such sale of common
stock was exempt from registration under the Securities Act of 1933 pursuant to
section 4(2) thereof, as a transaction not involving any public offering.


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

Not Applicable.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.


ITEM 5.    OTHER INFORMATION

Not Applicable.



                                    Page 13
<PAGE>   14

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibit

        27.1     Financial Data Schedule


(b)     Reports on Form 8-K

        No reports on Form 8-K were filed during the three month period ended
        March 31, 2000.



                                    Page 14
<PAGE>   15

                                   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 9, 2000                         /s/ GREGORY W. SCHAFER
        -----------                         ------------------------------------

                                            Gregory W. Schafer
                                            Chief Financial Officer
                                            (Principal Financial and Accounting
                                            Officer)



                                    Page 15
<PAGE>   16

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>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          38,335
<SECURITIES>                                    18,913
<RECEIVABLES>                                      292
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                57,771
<PP&E>                                           4,063
<DEPRECIATION>                                   3,040
<TOTAL-ASSETS>                                  58,918
<CURRENT-LIABILITIES>                            9,018
<BONDS>                                              0
                            5,000
                                      9,496
<COMMON>                                            13
<OTHER-SE>                                      35,285
<TOTAL-LIABILITY-AND-EQUITY>                    58,918
<SALES>                                              0
<TOTAL-REVENUES>                                   627
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 8,810
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (7,518)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (7,518)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (7,518)
<EPS-BASIC>                                   (0.61)
<EPS-DILUTED>                                   (0.61)


</TABLE>


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