SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 8, 2003
GERON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-20859 75-2287752
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
230 Constitution Drive 94025
Menlo Park, California (Zip Code)
(Address of principal executive offices)
(650) 473-7700
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 8, 2003, Geron Corporation, a Delaware corporation (the "Company"),
announced that it had entered into an agreement to sell four million shares of
Geron common stock to two investors at $4.60 per share, for gross proceeds of
$18.4 million. In connection with the sale, the Company issued warrants to
purchase an additional 600,000 shares at $6.34 per share. Finally, the Company
holds an option to put an additional 400,000 shares to the investors, depending
on performance of the stock. Total proceeds from the issuances could upon
exercise amount to $24 million.
The shares were offered through a prospectus supplement to the Company's
effective universal shelf registration statement.
The Company's press release announcing the share issuance, the stock
purchase agreement and the warrants are filed as exhibits to this Current Report
on Form 8-K. The summary description of the event is qualified in its entirety
by reference to the documents filed as exhibits hereto.
2
Item 7. Exhibits.
Exhibits
--------
10.1 Common Stock Purchase Agreement dated as of April 7, 2003, by and
between the Registrant and certain investors
10.2 Warrant No. 1 to purchase 300,000 shares of common stock issued by
Registrant to the Purchaser, dated as of April 7, 2003
10.3 Warrant No. 2 to purchase 300,000 shares of common stock
issued by Registrant to the Purchaser, dated as of April 7, 2003
99.1 Press Release dated April 8, 2003.
3
SIGNATURES
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.
GERON CORPORATION
Date: April 8, 2003 By: /s/ William D. Stempel
----------------------------------
Name: William D. Stempel
Title: Vice President and General Counsel
4
EXHIBIT INDEX
Exhibits
--------
10.1 Common Stock Purchase Agreement dated as of April 7, 2003, by and
between the Registrant and certain investors.
10.2 Warrant No. 1 to purchase 300,000 shares of common stock issued
by Registrant to the Purchaser, dated as of April 7, 2003.
10.3 Warrant No. 2 to purchase 300,000 shares of common stock issued
by Registrant to the Purchaser, dated as of April 7, 2003.
99.1 Press Release dated April 8, 2003.
5