Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing.


(b) On January 25, 2021, Cerus Corporation (the "Company") notified The Nasdaq Stock Market LLC ("Nasdaq") via letter of the Company's non-compliance with Nasdaq's audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A), which requires, among other things, an audit committee to consist of at least three members, each of whom is independent. The non-compliance was a result of Eric H. Bjerkholt, a member of the Audit Committee (the "Audit Committee") of the Board of Directors of the Company (the "Board"), no longer qualifying as independent pursuant to Nasdaq Listing Rule 5605(a)(2).

In order to address this matter, the Board removed Mr. Bjerkholt as a member of the Audit Committee, and appointed Jami Nachtsheim, an independent member of the Board, to serve as a member of the Audit Committee and Frank Witney, an existing member of the Audit Committee, to serve as the Chairperson of the Audit Committee. Following such actions, the Company believes that it has regained compliance with the audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A).

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