8-K

8-K 1 cers--8-k--swisher_resig.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 16, 2025

CERUS CORPORATION

(Exact Name of Registrant as Specified in Charter)

     Delaware

     000-21937

     68-0262011

     (State or Other Jurisdiction
of Incorporation)

     (Commission
File Number)

     (I.R.S. Employer
Identification No.)

     1220 Concord Ave, Suite 600
Concord, California

     94520

     (Address of Principal Executive Offices)

     (Zip Code)

Registrant’s Telephone Number, Including Area Code (925) 288-6000

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


	☐	Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communication 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 per share	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2025, Daniel N. Swisher, Jr., chair of the board of directors (the “Board”) of Cerus Corporation (the “Company”), notified the Company of his intent to retire from the Board and all committees thereof on which he served, effective immediately. Mr. Swisher’s decision to retire from the Board was not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Swisher’s retirement, on June 20, 2025, the Board appointed William M. Greenman, the Company’s President and Chief Executive Officer and a member of the class of directors whose terms of office expire at the Company’s 2026 annual meeting of stockholders, to serve as chair of the Board and Frank Witney, Ph.D., a member of the class of directors whose terms of office expire at the Company’s 2027 annual meeting of stockholders, to serve as the Board’s lead independent director, in each case effective immediately.

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.



Dated: June 23, 2025	CERUS CORPORATION

	By:	/s/ Chrystal N. Jensen
	Chrystal N. Jensen
	Chief Legal Officer, General Counsel and Secretary

Cerus Corporation filed SEC Form 8-K: Leadership Update