-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UIfBMYk+NwMhEPwMECQtyvNYHiVLE+9Dt/87oOMP9qmUQfhQnylg9QR1T46nqZYm 2F7JRpckQ6vZmZO3Gj3eYQ== 0001193125-10-077538.txt : 20100406 0001193125-10-077538.hdr.sgml : 20100406 20100406171214 ACCESSION NUMBER: 0001193125-10-077538 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100406 DATE AS OF CHANGE: 20100406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERUS CORP CENTRAL INDEX KEY: 0001020214 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 680262011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21937 FILM NUMBER: 10735003 BUSINESS ADDRESS: STREET 1: 2411 STANWELL DR CITY: CONCORD STATE: CA ZIP: 94520 BUSINESS PHONE: 9252886000 MAIL ADDRESS: STREET 1: 2525 STANWELL DRIVE STREET 2: STE 300 CITY: CONCORD STATE: CA ZIP: 94520 FORMER COMPANY: FORMER CONFORMED NAME: CERUS TECHNOLOGIES INC DATE OF NAME CHANGE: 19960731 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): March 31, 2010

 

 

CERUS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State of jurisdiction)

 

0-21937

(Commission File No.)

 

68-0262011

(IRS Employer Identification No.)

2411 Stanwell Drive

Concord, California 94520

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (925) 288-6000

 

 

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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement

On March 31, 2010, Cerus Corporation (the “Company”) entered into a loan and security agreement with Oxford Finance Corporation (“Oxford”) as lender (the “Credit Agreement”). The Credit Agreement became effective, and Oxford extended an initial $5 million loan to the Company, on March 31, 2010.

The Credit Agreement allows for an additional loan of up to $5 million to be drawn between September 30, 2010 and December 31, 2010. Interest will accrue at a fixed rate of 12.04%. The Credit Agreement includes limitations on the Company’s ability to, among other things, incur debt, grant liens, make acquisitions and other investments, make certain distributions such as dividend payments, and dispose of assets. Events of default under the Credit Agreement include payment default, cross acceleration with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of a continuing event of default, Oxford may, among other remedies, eliminate its commitment to make the additional loan, declare due all unpaid principal amounts outstanding, and foreclose on all collateral. The credit facility is secured by substantially all of the Company’s assets other than intellectual property. The Company intends to use the proceeds from the initial loan, as well as the additional loan, if drawn, for general corporate purposes.

The foregoing summary of the Credit Agreement is not complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2010.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 above is incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release dated April 6, 2010.

 


SIGNATURE

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: April 6, 2010     By:    /s/ Kevin D. Green
       

Kevin D. Green

Vice President, Finance and Chief Accounting Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press Release dated April 6, 2010.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Contact:

 

Kevin D. Green

Vice President, Finance & CAO

Cerus Corporation

(925) 288-6138

 

Jason I. Spark

Porter Novelli Life Sciences

(619) 849-6005

CERUS AND OXFORD FINANCE CORPORATION ENTER INTO $10 MILLION

GROWTH CAPITAL CREDIT FACILITY

April 6, 2010 – Cerus Corporation (NASDAQ: CERS) announced today that it has secured a $10 million growth capital credit facility from Oxford Finance Corporation. The credit facility provided a $5 million loan to Cerus upon closing, which occurred on March 31, 2010, and allows Cerus to draw an additional $5 million between September 30, 2010 and December 31, 2010. The credit facility is secured by Cerus’ assets other than intellectual property.

“We are pleased to be working with Oxford Finance and to have put in place a non-dilutive growth capital facility,” said Kevin D. Green, vice president, finance and chief accounting officer of Cerus Corporation. “We believe this financing provides us with the capital necessary to continue growing our European platelet and plasma business and realize our plan of driving that business to profitability.”

“Oxford prides itself on providing capital to companies like Cerus with strong management teams and leading technologies,” said J. Alden Philbrick, president and chief executive officer of Oxford Finance Corporation. “We believe the capital we are providing to Cerus effectively leverages their assets and steadily growing INTERCEPT revenue base.”


ABOUT CERUS

Cerus Corporation is a biomedical products company focused on commercializing the INTERCEPT Blood System to enhance blood safety. The INTERCEPT system is designed to reduce the risk of transfusion-transmitted diseases by inactivating a broad range of pathogens such as viruses, bacteria and parasites that may be present in donated blood. The nucleic acid targeting mechanism of action allows INTERCEPT treatment to inactivate both established transfusion threats, such as hepatitis, HIV, West Nile virus and bacteria, as well as emerging pathogens such as influenza, malaria and dengue. Cerus currently markets and sells the INTERCEPT Blood System for both platelets and plasma in Europe, Russia, the Middle East and selected countries in other regions around the world. The INTERCEPT red blood cell system is in clinical development. See http://www.cerus.com for more information.

About Oxford

Oxford Finance Corporation, a subsidiary of Sumitomo Corporation, is a specialty finance firm providing senior secured loans to public and private life science companies worldwide. For 20 years, Oxford has delivered flexible financing solutions to its clients, enabling these companies to maximize their equity by leveraging their assets. In recent years, Oxford has originated over $1 billion in loans, with lines of credit ranging from $500 thousand to $30 million. Oxford is headquartered in Alexandria, Virginia, with additional offices in California and Massachusetts. For more information, visit www.oxfordfinance.com.

 


INTERCEPT and the INTERCEPT Blood System are trademarks of Cerus Corporation.

This press release contains forward-looking statements. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements relating to potential draws against the credit facility, expansion of Cerus’ commercial operations and plans to achieve profitability. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks associated with the commercialization and market acceptance of the INTERCEPT Blood System, the sufficiency of Cerus’ cash resources as well as other risks detailed in Cerus’ filings with the Securities and Exchange Commission, including Cerus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2009. 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.

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