Cerus Corp 8-K, filed Jul 5, 2022
Cerus Corp (CERS)
About this 8-K
Cerus Corp filed this 8-K on July 5, 2022, reporting on events of June 30, 2022.
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
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) Upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Cerus Corporation (the “Company”), the Board extended an offer to join the Board to Hua Shan, MD, PhD, and on June 30, 2022, Dr. Shan accepted such offer to join the Board, effective July 1, 2022. Dr. Shan will serve in the class of directors whose term of office expires at the Company’s 2025 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal. Dr. Shan currently serves as Medical Director of Transfusion Medicine Service at Stanford Medical Center.
Pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy, adopted by the Board on February 17, 2022 (the “Director Policy”), as a non-employee member of the Board, Dr. Shan is entitled to receive an annual cash retainer in the amount of $45,000 for her service as a Board member, paid in quarterly installments and pro-rated based on the number of days Dr. Shan will serve on the Board for the first quarter in which she provides service. As a non-employee director, Dr. Shan is not entitled to perquisites or retirement benefits.
In connection with her election, Dr. Shan received an initial stock option grant under the Company’s Amended and Restated 2008 Equity Incentive Plan (the “2008 Plan”) and pursuant to the Director Policy for the number of shares of the Company’s common stock equal to (i) $150,000, divided by (ii) the Black-Scholes value of a stock option share, determined using the average daily closing sales price per share of the Company’s common stock for the thirty (30) market trading days immediately prior to the grant date (the “Average 30-Day Price”), with the resulting number rounded down to the nearest whole share, with such stock option vesting in three (3) equal annual installments following the date of grant, subject to Dr. Shan’s continued service on the Board. Dr. Shan also received a restricted stock unit award (“RSU”) for the number of shares of the Company’s common stock equal to (i) $150,000, divided by (ii) the Average 30-Day Price, with the resulting number rounded down to the nearest whole share, with such RSU vesting in three (3) annual installments following the date of grant, also subject to Dr. Shan’s continued service on the Board.
Dr. Shan will automatically receive pursuant to the Director Policy an option to purchase the number of shares of the Company’s common stock equal to (i) $100,000, divided by (ii) the Black-Scholes value of a stock option share, determined using the Average 30-Day Price, with the resulting number rounded down to the nearest whole share (the “Annual Option”), and an RSU for the number of shares of the Company’s common stock equal to (x) $100,000, divided by (y) the Average 30-Day Price, with the resulting number rounded down to the nearest whole share (the “Annual RSU”), on the date of each annual meeting of the stockholders of the Company if she has been a member of the Board for at least twelve (12) months prior to the date of the applicable annual meeting and is serving as a non-employee director as of such date. The Annual Option will vest, in full, on the later of the first anniversary of the grant date, or the day prior to the next annual meeting, subject to her continuous service through the applicable vesting date. The Annual RSU will vest 100% upon the later of the first anniversary of the grant date, or the day prior to the next annual meeting, subject to her continuous service through the applicable vesting date. Annual equity grants under the Director Policy are non-discretionary. All options granted pursuant to the Director Policy have a term of ten years, have an exercise price equal to 100% of the fair market value of the Company’s common stock on the date of grant and are subject to the terms of the 2008 Plan. In the event of a “change in control” of the Company, as defined by the 2008 Plan, all outstanding equity held by Dr. Shan will become fully vested immediately prior to such change in control event, subject to Dr. Shan’s “continuous service,” as defined by the 2008 Plan, to the Company at such time.
In connection with Dr. Shan’s election to the Board, she and the Company will enter into the Company’s standard indemnity agreement for the Company’s directors and officers, which requires the Company to indemnify Dr. Shan, under the circumstances and to the extent provided for therein, against certain expenses and other amounts incurred by Dr. Shan as a result of being made a party to certain actions, suits, proceedings and the like by reason of her position as a director of the Company.
A copy of the press release announcing the appointment of Dr. Shan to the Board is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibit is furnished with this report:
| 99.1 | Press release, dated July 5, 2022, entitled “Cerus Corporation Announces Appointment of Hua Shan, MD, PhD to Board of Directors.” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: July 5, 2022 | ||||||
| By: | /s/ Chrystal N. Menard | |||||
| Chrystal N. Menard | ||||||
| Chief Legal Officer and General Counsel | ||||||
Exhibit 99.1
Cerus Corporation Announces Appointment of Hua Shan, MD, PhD to Board of Directors
CONCORD, CA, July 5, 2022 - Cerus Corporation (Nasdaq: CERS) today announced the appointment of Hua Shan, MD, PhD, Professor of Pathology and Medical Director, Transfusion Medicine Service at Stanford Medical Center to its Board of Directors.
“We are pleased to welcome Dr. Shan to Cerus’ Board of Directors,” said Daniel Swisher, Chair of the Board. “Dr. Shan is an accomplished, leading voice in the transfusion community, with more than twenty-five years of experience in the field, bringing a wealth of knowledge and insight to our Board. In addition, Dr. Shan has extensive experience with international blood bank practices including the Chinese transfusion market. We expect to benefit from Dr. Shan’s expertise as we continue to work toward bringing the INTERCEPT Blood System to China’s transfusion medicine community through our joint venture. As Cerus continues to grow its global presence as a leading provider of therapeutic solutions to increase blood product safety and availability while enabling patient access, we believe the addition of Dr. Shan will provide us with invaluable perspective and we look forward to her many contributions to the organization.”
“I am delighted to be joining the Board of Directors at Cerus during this exciting time in the Company’s history,” said Dr. Shan. “Having experienced firsthand the benefits of the INTERCEPT Blood System on our operations at Stanford, and most importantly, our patients, I am looking forward to helping the Company realize its vision of safeguarding the global blood supply as INTERCEPT grows to become the standard of care around the world.”
Prior to her roles at Stanford, Dr. Shan served as the Medical Director of the Blood Bank Service and as the Associate Director of Transfusion Medicine at Johns Hopkins University, Assistant Medical Director at Medical University of South Carolina and Transfusion Medicine Fellow at the University of Pennsylvania.