Cerus Corp 8-K, filed Mar 16, 2026
Cerus Corp (CERS)
About this 8-K
Cerus Corp filed this 8-K on March 16, 2026, reporting on events of March 11, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 March 16, 2026, Cerus Corporation (the “Company”) announced that Vivek Jayaraman, the Company’s Chief Operating Officer, will be appointed as the Company’s President and Chief Executive Officer, effective July 1, 2026 (the “Effective Date”). Effective on the same date, William “Obi” Greenman, the Company’s President and Chief Executive Officer and Chairman of the Company’s Board of Directors (the “Board”), will cease serving as President and Chief Executive Officer and will serve as Executive Chairman of the Board. Mr. Jayaraman will also be appointed to the Board, effective on the Effective Date.
Mr. Jayaraman, 52, was appointed as the Company’s Chief Operating Officer in March 2020. He previously served as the Company’s Chief Commercial Officer since August 2016. From October 2009 to February 2016, Mr. Jayaraman served as Vice President, Sales and Marketing of TriVascular Technologies, Inc., or TriVascular, where he oversaw TriVascular’s commercial expansion as the company grew from a preclinical, venture-backed startup into a publicly traded, global medical device company. Prior to TriVascular, Mr. Jayaraman served in roles of increasing responsibility at Medtronic, Inc.; most recently serving as vice president of global marketing for Medtronic’s endovascular innovations business. Mr. Jayaraman received his MBA from the Wharton School at the University of Pennsylvania and holds dual bachelor’s degrees from the University of Michigan.
Letter Agreement with Mr. Jayaraman
In connection with his appointment as President and Chief Executive Officer, Mr. Jayaraman entered into an offer letter agreement with the Company, effective March 11, 2026 (the “Letter Agreement”) which, as of the Effective Date, will supersede Mr. Jayaraman’s current employment offer letter with the Company. Pursuant to the Letter Agreement, Mr. Jayaraman will serve as the Company’s President and Chief Executive Officer beginning on the Effective Date and will:
The Promotion Award will consist of 75% time-based restricted stock units and 25% performance-based restricted stock units, with a grant date expected to occur on or shortly after July 1, 2026. The time-based restricted stock unit portion of the Promotion Award will vest as to 33% of the shares subject to such award on the first anniversary of the grant date and as to the remaining 67% on the second anniversary of the grant date, subject to Mr. Jayaraman’s continued service through each applicable vesting date. The performance-based restricted stock unit portion of the Promotion Award will be subject to performance criteria consistent with those applicable to the annual performance-based restricted stock unit award granted to him in March 2026.
The Achievement Award will consist entirely of performance-based restricted stock units, with a performance period commencing on July 1, 2026 and ending on the third anniversary thereof, subject to performance criteria as set forth in the applicable award agreement.
The number of shares subject to both the Promotion Award and the Achievement Award will be determined based on the 30-day average closing price of the Company’s common stock prior to the applicable grant date; provided, however, that if such average closing price is less than $2.50 per share, the number of shares will be calculated using a price of $2.50 per share.
Pursuant to the Letter Agreement, Mr. Jayaraman’s employment relationship with the Company is at will, and either he or the Company may terminate his employment at any time, with or without “Cause” (as defined in the Letter Agreement) or advance notice. In the event the Company terminates Mr. Jayaraman’s employment without Cause or he resigns for “Good Reason” (as defined in the Letter Agreement) (a “Qualifying Termination”), and subject to his execution and non-revocation of a release of claims in favor of the Company, Mr. Jayaraman will be eligible to receive the following severance benefits:
The Letter Agreement also provides that, in the event of a Qualifying Termination occurring upon or within 12 months following the closing of a Change in Control (as that term is defined in the Company’s 2024 Equity Incentive Plan), the accelerated vesting described above applies.
A copy of the Letter Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 hereunto duly authorized.
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Cerus Corporation |
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Date: |
March 16, 2026 |
By: |
Chrystal N Jensen |
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Chrystal N. Jensen, Chief Legal Officer, General Counsel and Secretary |
March 6, 2026
Vivek Jayaraman
[Address]
[City, State Zipcode]
Re: Employment Terms
Dear Vivek:
As you know, you are currently employed by Cerus Corporation (the “Company”) in the role of Chief Operating Officer pursuant to that certain employment offer letter between you and the Company dated May 31, 2016 (the “Original Offer Letter”). On behalf of the Company, I am pleased to confirm your promotion to the role of President and Chief Executive Officer of the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment in this new role, which shall commence no later than July 1, 2026 (such actual date of your commencement in this role shall be referred to herein as the “Start Date”).Effective as of the Start Date, you will also be appointed to serve as a member of the Company’s Board of Directors (the “Board”), without additional compensation for such service. As of the Start Date, this Agreement will govern with respect to the terms and conditions of your continued employment and will supersede and replace, in its entirety, the Original Offer Letter.
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com
In addition, subject to approval by the Committee, the Company will grant you a one-time promotional equity award with an aggregate target value of $1,000,000, consisting of performance-based restricted stock units (the “Achievement Award”). The Achievement Award will be subject to performance criteria as set forth in the applicable award agreement, with a performance period commencing on July 1, 2026 and ending on the third anniversary thereof.
The number of shares subject to the Promotion Award and the Achievement Award will be determined based on the thirty (30)-day average closing price of the Company’s common stock prior to the applicable grant date; provided, however, that if such average closing price is less than $2.50 per share, the number of shares will be calculated using a price of $2.50 per share.
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com
You agree to make a diligent search to locate any such documents, property and information and to return them to the Company within the timeframe provided above. You also must provide the Company with all passwords, log-ins, administrative access and any other information or access relating to any Company computer or other device that you have used to access or use the Company’s network, as well as any Company database or Company accounts with third parties that you established, administered or accessed, and must terminate your access to such network and accounts and otherwise comply with any Company requests regarding such access and accounts.
In addition, if you have used any personal computer, server or email system to receive, store, review, prepare or transmit any confidential or proprietary data, materials or information of the Company, then within five (5) days after your Separation from Service date (or earlier if requested by the Company), you must provide the Company with a computer-useable copy of such information and permanently delete and expunge such confidential or proprietary information from those systems without retaining any reproductions (in whole or in part). You agree to provide the Company access to your system, as reasonably requested, to verify that such copying and deletion has been completed. If requested, you shall deliver to the Company a signed statement certifying your compliance with this Section prior to receipt of the Severance Benefits and Accelerated Vesting.
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com
“Cause” for termination will mean your: (a) commission or conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (b) commission or attempted commission of, or participation in, a fraud or act of dishonesty or misrepresentation against the Company; (c) material breach of your duties to the Company; (d) intentional damage to any property of the Company; (e) misconduct or violation of Company policy that causes, or could reasonably be expected to cause, material harm to the Company; (f) material violation of any written and fully executed agreement between you and the Company, including, without limitation, a material breach of your Confidentiality Agreement, any Company policy or any statutory duty you owe to the Company; or (g) conduct by you that, in the good faith and reasonable determination of the Board, demonstrates gross unfitness to serve. The determination that a termination is for Cause shall be made by the Board in its sole discretion. Prior to any termination for Cause (other than for conduct described in clause (a) or (b) above), the Company will provide written notice describing the conduct constituting Cause and, if such conduct is reasonably capable of cure, you will have thirty (30) days following receipt of such notice to cure such conduct to the reasonable satisfaction of the Board.
You shall have “Good Reason” for resigning from employment with the Company if any of the following actions are taken by the Company without your prior written consent: (a) a material reduction in your base salary, which the parties agree is a reduction of at least ten percent (10%) of your base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated executives); (b) a material diminution in your responsibilities, authority or duties (other than temporarily while you are physically or mentally incapacitated or as required by applicable law); provided, however, that a reduction in your responsibilities, authority or duties solely by virtue of the Company undergoing a Change in Control (as defined in the Plan) and being made part of a larger entity or group of entities, such that you retain substantially similar or greater responsibilities with respect to the entity, division or business unit that constitutes the Company’s business following the Change in Control, but you are not given the same responsibilities, authority or duties with respect to the entire acquiring entity group, will not constitute Good Reason; or (c) relocation of the Company’s principal executive offices from Concord, California to a location that is more than fifty (50) miles from such offices as of the Start Date; provided, however, that your working remotely for any period of time, or any change in the frequency with which you are expected to work from a Company office, will not constitute a relocation of your principal place of employment for purposes of this definition.
In order to resign for Good Reason, you must provide written notice to the Board within thirty (30) days after the first occurrence of the event giving rise to Good Reason, setting forth the basis for your resignation, allow the Company at least thirty (30) days from receipt of such written notice to cure such event, and, if such event is not reasonably cured within such period, you must resign from all positions you then hold with the Company no later than thirty (30) days after the expiration of the cure period.
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com
Notwithstanding any provision of this Agreement to the contrary, if the Company (or any successor thereto) determines that the Severance Benefits or Accelerated Vesting constitute “deferred compensation” within the meaning of Section 409A and you are, on the date of your Separation from Service, a “specified employee” of the Company or any successor thereto, as defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, payment of such Severance Benefits and Accelerated Vesting shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day following your Separation from Service date, (ii) the date of your death, or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of the applicable period under Section 409A(a)(2)(B)(i) of the Code, all payments or benefits deferred pursuant to this Section shall be paid in a lump sum or provided in full, and any remaining payments shall be paid as otherwise provided herein. No interest shall accrue on any amounts so deferred.
If the Severance Benefits or Accelerated Vesting are not exempt from Section 409A and the Release could become effective in the calendar year following the calendar year in which your Separation from Service occurs, the Release will not be deemed effective earlier than the Release Deadline. This Agreement is intended to comply with, or be exempt from, Section 409A to the extent necessary to avoid adverse personal tax consequences thereunder, and any ambiguities shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision providing for payment of amounts or benefits upon or following termination of employment unless such termination also constitutes a “separation from service” within the meaning of Section 409A.
With respect to reimbursements or in-kind benefits provided hereunder (or otherwise) that are not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (ii) any reimbursement of eligible expenses shall be made on or before the last day of your taxable year following the taxable year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com
You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., shall, to the fullest extent permitted by law, govern the interpretation and enforcement of this arbitration provision and any arbitration proceedings.
This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), such as non-individual claims that cannot be waived under applicable law, claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or unemployment or workers’ compensation claims brought before the applicable state governmental agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration.
You acknowledge and agree that proceedings of any non-individual claim(s) under the California Private Attorneys General Act (“PAGA”) that may be brought in court shall be stayed for the duration and pending a final resolution of the arbitration of any individual or individual PAGA claim.
Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the exception of Excluded Claims arising out of 9 U.S.C. § 401 et seq., all claims, disputes, or causes of action under this Section, whether by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class, representative, or collective proceeding, nor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective claims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, the parties agree that any such claim(s) or request(s) for relief shall be severed from the arbitration and may proceed in a court of law rather than by arbitration. All other claims or requests for relief shall be arbitrated.
You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the arbitrator to decide; provided, however, that if required by applicable law, a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all arbitration administrative fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law. Each party is responsible for its own attorneys’ fees, except as may be expressly set forth in your Confidentiality Agreement or as otherwise provided under applicable law.
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com
Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.
This Agreement, together with your Confidentiality Agreement, forms the complete and exclusive statement of the terms and conditions of your employment with the Company and supersedes any prior or contemporaneous agreements or promises made to you by anyone, whether oral or written, regarding the subject matter hereof, including, as of the Start Date, the Original Offer Letter. Changes in your employment terms, other than those changes expressly reserved to the Company’s or the Board’s discretion in this Agreement, require a written modification approved by the Company and signed by a duly authorized officer of the Company (other than you).
This Agreement shall bind and inure to the benefit of you and the Company and your and its respective heirs, personal representatives, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, such determination shall not affect any other provision of this Agreement, and the provision in question shall be modified so as to be rendered enforceable to the fullest extent permitted by applicable law and consistent with the intent of the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to conflicts of law principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement or of any rights hereunder must be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder.
This Agreement may be executed and delivered by facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and to be valid and effective for all purposes.
Please indicate your acceptance of the terms of this Agreement by signing and dating this Agreement and returning them to me on or before March 11, 2026. This offer will expire if the executed Agreement is not received by that date. If you have any questions regarding these terms, please let me know.
We are pleased to confirm your promotion and look forward to your continued leadership and to a productive and successful working relationship.
Sincerely,
/s/ Frank Witney
Frank Witney, Ph.D.
Lead Independent Director
Cerus Board of Directors
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com
Reviewed, Understood, and Accepted:
/s/ Vivek Jayaraman March 11, 2026
Vivek Jayaraman Date
Cerus Corporation 1220 Concord Avenue, Concord, CA US 94520 T925 288 6000 F 925 288 6001 cerus.com