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): October 31, 2006

CERUS CORPORATION
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	0-21937	 	68-0262011	
(State of jurisdiction)	 	(Commission File No.)	 	(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 2.02. Results of Operations and Financial Condition.
On October 31, 2006, Cerus Corporation (the “Company”) announced its financial results for its third quarter ended September 30, 2006. A copy of the Company’s press release, entitled “Cerus Corporation Announces Third Quarter Financial Results,” is furnished pursuant to Item 2.02 as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
 
 	(d)	Exhibits	
 
 	99.1	Press Release, dated October 31, 2006, entitled “Cerus Corporation Announces Third Quarter Financial Results.”	

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: October 31, 2006	 	By:	 	/s/ William J. Dawson	
	 		 	William J. Dawson	
	 		 	Vice President, Finance and Chief Financial Officer	

EXHIBIT INDEX

Exhibit
Number	 	Description	
99.1	 	Press Release, dated October 31, 2006, entitled “Cerus Corporation Announces Third Quarter Financial Results.”	
 
Exhibit 99.1
[Cerus Logo]
Contact:
Myesha Edwards
Corporate Communications
Cerus Corporation
(925) 288-6017
CERUS CORPORATION ANNOUNCES THIRD QUARTER
FINANCIAL RESULTS
CONCORD, CA, October 31, 2006 - Cerus Corporation (NASDAQ: CERS) today announced financial results for the third quarter ended September 30, 2006.
Revenues for the third quarter of 2006 were $8.0 million, up from $6.9 million for the third quarter of 2005, with higher amounts attributed to recognition of revenues under an agreement with the Armed Forces awarded in September 2006, relating to research activities that commenced in January 2006, as well as growth of European sales of the INTERCEPT Blood System for platelets. Total operating expenses for the third quarter of 2006 were $10.7 million, up from $8.8 million for the same period in 2005, primarily due to costs associated with establishing and building our commercial operations in Europe, development and regulatory efforts related to the INTERCEPT Blood System for red blood cells, preclinical and Phase I clinical trial activities associated with our immunotherapy programs, and beginning in 2006, recognition of non-cash stock-based compensation expenses recognized in accordance with FAS123R.
Net loss for the third quarter of 2006 was $1.8 million, or $0.06 per share, compared to net loss of $1.7 million, or $0.07 per share, for the third quarter of 2005.

For the nine months ended September 30, 2006, total revenues were $21.4 million, compared to $18.8 million for the same period in 2005. Net loss was $7.8 million, or $0.30 per share, for the nine months ended September 30, 2006, compared to net income of $17.0 million, or $0.72 per diluted share, for the nine months ended September 30, 2005. Net income during the nine months ended September 30, 2005, included a one-time gain of $22.1 million recognized in February 2005 as a result of a disputed loan settlement with Baxter Capital.
At September 30, 2006, the Company had cash, cash equivalents and short-term investments of $69.6 million, an increase of $23.8 million from December 31, 2005, reflecting net proceeds from a March 2006 equity offering of $42.4 million, offset by cash consumed in operations and working capital.
“We have recently met two significant corporate milestones,” said Claes Glassell, president and CEO of Cerus Corporation. “We enrolled patients in the Phase I clinical trials for both our INTERCEPT red blood cell system and our CRS-100 cancer immunotherapeutic. In addition, we have further strengthened our European operation and expanded market coverage through our sales force.”
RECENT HIGHLIGHTS AND UPDATES
 
 	•	 	Cerus had a significant presence at the International Blood Safety Congress held in September, where the INTERCEPT Blood System was the subject of 20 scientific presentations and a satellite symposium;	
 
 	•	 	A Phase I clinical trial for the INTERCEPT red blood cell system was initiated in the United States;	
 
 	•	 	William “Obi” Greenman was promoted to the newly created position of President, Cerus Europe;	
 
 	•	 	Cerus’ INTERCEPT Blood System was highlighted during one oral and six poster presentations at the American Association of Blood Banks Annual Meeting;	
 
2

 	•	 	The first patients were dosed in a Phase I clinical trial for CRS-100, Cerus’ lead immunotherapy product; and	
 
 	•	 	Agreements to settle the Company’s class action and derivative lawsuits were reached, subject to court approval.	
QUARTERLY CONFERENCE CALL
The company has scheduled its quarterly conference call for 4:30 p.m. Eastern time today. Interested parties can access a live Internet broadcast at www.cerus.com. For those unable to listen to the live broadcast, the call will be temporarily archived.
ABOUT CERUS
Cerus Corporation is developing and commercializing novel, proprietary products and technologies within the fields of blood safety and immunotherapy that are intended to provide safer, more effective medical options to patients in areas of substantial unmet medical needs. In the field of blood safety, the company is developing and commercializing the INTERCEPT Blood System, which is based on the company’s proprietary Helinx technology and is designed to enhance the safety of donated blood components by inactivating viruses, bacteria, parasites and other pathogens, as well as potentially harmful white blood cells. In the field of immunotherapy, the company is employing its proprietary attenuated Listeria vaccine platform to develop a series of novel therapies to treat cancer, and it is applying its proprietary Killed But Metabolically Active technology platform in research and development of prophylactic and therapeutic vaccines for infectious diseases.
INTERCEPT, INTERCEPT Blood System and Helinx are trademarks of Cerus Corporation.
Financial Tables Attached
 
3

CERUS CORPORATION
CONDENSED UNAUDITED STATEMENTS OF OPERATIONS
(In thousands except per share information)

 	  	Three Months Ended
September 30,	 	 	Nine Months Ended
September 30,	 	
 	  	2006	 	 	2005	 	 	2006	 	 	2005	 	
Revenues	  				 				 				 				
Milestones and development funding	  	$	2,597	 	 	$	3,292	 	 	$	10,618	 	 	$	8,819	 	
Government grant and cooperative agreements	  	 	4,583	 	 	 	3,519	 	 	 	8,764	 	 	 	9,547	 	
Product revenue	  	 	794	 	 	 	69	 	 	 	2,049	 	 	 	395	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Revenues	  	 	7,974	 	 	 	6,880	 	 	 	21,431	 	 	 	18,761	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating expenses	  				 				 				 				
Cost of product revenue	  	 	373	 	 	 	—  	 	 	 	836	 	 	 	—  	 	
Research and development	  	 	7,030	 	 	 	6,626	 	 	 	22,069	 	 	 	17,556	 	
Selling, general and administrative	  	 	3,273	 	 	 	2,161	 	 	 	10,151	 	 	 	7,198	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	  	 	10,676	 	 	 	8,787	 	 	 	33,056	 	 	 	24,754	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss from operations	  	 	(2,702	)	 	 	(1,907	)	 	 	(11,625	)	 	 	(5,993	)	
Interest income and other, net	  	 	915	 	 	 	241	 	 	 	3,836	 	 	 	22,951	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	  	$	(1,787	)	 	$	(1,666	)	 	$	(7,789	)	 	$	16,958	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) per share:	  				 				 				 				
Basic	  	$	(0.06	)	 	$	(0.07	)	 	$	(0.30	)	 	$	0.76	 	
Diluted	  	$	(0.06	)	 	$	(0.07	)	 	$	(0.30	)	 	$	0.72	 	
Weighted average common shares outstanding used for basic and diluted income (loss) per share	  				 				 				 				
Basic	  	 	27,800	 	 	 	22,373	 	 	 	26,250	 	 	 	22,317	 	
Diluted	  	 	27,800	 	 	 	22,373	 	 	 	26,250	 	 	 	23,694	 	
 
4

CERUS CORPORATION
CONDENSED UNAUDITED BALANCE SHEETS
(In thousands)

 	  	September 30,
2006	  	December 31,
2005	
Cash, cash equivalents, and short-term investments	  	$	69,591	  	$	45,805	
Accounts receivable and other current assets	  	 	9,624	  	 	5,200	
Inventories	  	 	1,836	  	 	—  	
Furniture and equipment, net	  	 	1,517	  	 	1,235	
Other assets	  	 	6,442	  	 	6,420	
	  	 	 	  	 	 	
Total Assets	  	$	89,010	  	$	58,660	
	  	 	 	  	 	 	
Accounts payable and accrued liabilities	  	$	10,129	  	$	7,289	
Current loan and interest payable	  	 	—  	  	 	4,826	
Deferred gain	  	 	3,520	  	 	—  	
Deferred revenues	  	 	2,054	  	 	11,135	
Other current liabilities	  	 	100	  	 	67	
Other long-term liabilities	  	 	41	  	 	68	
	  	 	 	  	 	 	
Total liabilities	  	 	15,844	  	 	23,385	
	  	 	 	  	 	 	
Stockholders’ equity	  	 	73,166	  	 	35,275	
	  	 	 	  	 	 	
Total liabilities and stockholders’ equity	  	$	89,010	  	$	58,660	

5