Soleus Capital Master Fund, L.P. and affiliated filers report beneficial ownership of 9,828,700 shares of Cerus Corporation common stock, representing 5.1% of the class based on 192,171,776 shares outstanding as of February 5, 2026.
The filing indicates shared voting and shared dispositive power over 9,828,700 shares among Soleus entities and Guy Levy. The filers state the shares are held directly by the Master Fund and include a standard disclaimer that affiliated entities and Mr. Levy disclaim beneficial ownership except for purposes of Section 13(d).
Positive
None.
Negative
None.
Insights
Large institutional stake disclosed: 9,828,700 shares (5.1%).
The filing lists a 9,828,700-share position held directly by Soleus Capital Master Fund, representing 5.1% of the outstanding common stock using the Issuer's stated 192,171,776 share count as of February 5, 2026. The ownership is recorded as shared voting and shared dispositive power.
The economic and voting influence depends on Soleus's future decisions; subsequent filings would show changes. Timing and transaction intent are not stated in this excerpt.
Ownership structure shows layered entity relationships and standard disclaimers.
The schedule explains the ownership chain: the Master Fund holds the shares; Soleus Capital (general partner), Soleus Capital Group, Soleus Capital Management, Soleus GP, LLC and Guy Levy are disclosed as related persons. The filing includes a disclaimer limiting beneficial ownership attribution to Section 13(d) purposes.
Governance implications hinge on whether Soleus exercises shared voting power; any coordinated activity or changes in voting would appear in future Section 13 filings or public disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CERUS CORPORATION
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
157085101
(CUSIP Number)
03/23/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
157085101
1
Names of Reporting Persons
Soleus Capital Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,828,700.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,828,700.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,828,700.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, Soleus Capital Management, L.P. ("SCM") is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 192,171,776 shares of the common stock of Cerus Corporation (the "Issuer") outstanding as of February 5, 2026, as reported on the cover of the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 2, 2026 (the "Form 10-K").
SCHEDULE 13G
CUSIP Number(s):
157085101
1
Names of Reporting Persons
Soleus Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,828,700.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,828,700.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,828,700.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 192,171,776 shares of the common stock of the Issuer outstanding as of February 5, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
CUSIP Number(s):
157085101
1
Names of Reporting Persons
Soleus Capital Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,828,700.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,828,700.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,828,700.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 192,171,776 shares of the common stock of the Issuer outstanding as of February 5, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
CUSIP Number(s):
157085101
1
Names of Reporting Persons
Soleus Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,828,700.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,828,700.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,828,700.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 192,171,776 shares of the common stock of the Issuer outstanding as of February 5, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
CUSIP Number(s):
157085101
1
Names of Reporting Persons
Soleus GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,828,700.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,828,700.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,828,700.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 192,171,776 shares of the common stock of the Issuer outstanding as of February 5, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
CUSIP Number(s):
157085101
1
Names of Reporting Persons
Guy Levy
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,828,700.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,828,700.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,828,700.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons \s the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 192,171,776 shares of the common stock of the Issuer outstanding as of February 5, 2026, as set forth on the cover of the Form 10-K.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CERUS CORPORATION
(b)
Address of issuer's principal executive offices:
1220 Concord Avenue, suite 600, Concord, CA 94520
Item 2.
(a)
Name of person filing:
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy
(b)
Address or principal business office or, if none, residence:
Soleus Capital Master Fund, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital Group, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus Capital Management, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
Soleus GP, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830
Guy Levy, c/o Soleus Capital Management, L.P., 100 Field Point Road, Suite 200,
Greenwich, CT 06830
(c)
Citizenship:
Soleus Capital Master Fund, L.P. - Cayman Islands
Soleus Capital, LLC - Delaware
Soleus Capital Group, LLC - Delaware
Soleus Capital Management, L.P. - Delaware
Soleus GP, LLC - Delaware
Guy Levy - United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
157085101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference. 9,828,700
(b)
Percent of class:
5.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
9,828,700
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
9,828,700
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Soleus Capital hold in Cerus (CERS)?
Soleus Capital Master Fund, L.P. reports ownership of 9,828,700 shares, equal to 5.1% of Cerus common stock based on 192,171,776 shares outstanding as of February 5, 2026. The shares are held directly by the Master Fund.
Who among the Soleus entities has voting power over Cerus shares?
The filing shows shared voting power of 9,828,700 shares across Soleus entities and Guy Levy. No entity claims sole voting or sole dispositive power; voting is reported as shared by the named filers.
Does Guy Levy personally own the Cerus shares reported?
The filing states the shares are held directly by Soleus Capital Master Fund, and Guy Levy and affiliated entities disclaim beneficial ownership
What outstanding share count does the filing use to calculate the ownership percentage?
The percentage is calculated using 192,171,776 shares outstanding
Will this Schedule 13G require Cerus to disclose changes?
A Schedule 13G reports passive or qualifying institutional ownership and does not itself mandate company disclosures. Any change in Soleus's holdings or voting intent would be reflected in subsequent Section 13 filings as required by the Exchange Act.
