Cerus Corp 2025年度报告

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☐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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒The approximate aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s common stock listed on the NasdaqGlobal Market, was $230 million.(1) As of February 5, 2026, there were 192,171,776 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement in connection with the registrant’s 2026 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year ended December 31, 2025, are incorporated byreference into Part III of this Annual Report on Form 10-K. (1)Based on a closing sale price of $1.41 per share on June 30, 2025. Excludes 28.4 million shares of the registrant’s common stock held by executive officers,directors and stockholders that the registrant has concluded were affiliates at June 30, 2025. FORM 10-K For the Fiscal Year Ended December 31, 2025 TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities63Item 6.Reserved63Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations64Item 7A.Quantitative and Qualitative Disclosures About Market Risk76Item 8.Financial Statements and Supplementary Data76Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure76Item 9A.Controls and Procedures77Item 9B.Other Information79Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections79 PART IIIItem 10. Directors, Executive Officers and Corporate Governance80Item 11.Executive Compensation80Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters80Item 13.Certain Relationships and Related Transactions, and Director Independence81Item 14.Principal Accountant Fees and Services81 PART IV Item 15.Exhibits and Financial Statement Schedules82Item 16.Form 10-K Summary87 SIGNATURES This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Actof 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that involve risks anduncertainties. The forward-looking statements are contained principally in Item 1, “Business,” Item 7, “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” and in Item 1A, “Risk Factors.” These statementsrelate to future events or to our future operating or financial performance and involve known and unknown risks, uncertaintiesand other factors that may cause our actual results, performance or achievements to be materially different from any futureresults, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statementsmay include, but are not limited to, statements about: •the impact of macroeconomic developments, including escalating trade tensions and existing tariffs and potential newor increased tariffs and the ongoing conflict between Ukraine and Russia as well as the risk of a global conflict onour business and operations as well as the busin