UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 22, 2005
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 No.)
230 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices, including zip code)
(650) 473-7700
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 8.01 Other Events.
The Company deems the following information to be material:
On May 5, 2004, Geron Corporation (the "Company") filed with the
Securities and Exchange Commission a registration statement on Form S-3 (File
No. 333-115195) (the "Registration Statement"), relating to the registration
under the Securities Act of 1933, as amended, of shares of common stock of the
Company, $0.001 par value ("Common Stock"), preferred stock, warrants and other
securities with a maximum aggregate offering price of $150,000,000, which
Registration Statement was declared effective on June 30, 2004.
Subsequently, on April 22, 2005, the Company entered into a Common
Stock Purchase Agreement with certain investors in connection with the offering
of (i) an aggregate of 740,741 shares of Common Stock (the "Shares"), (ii)
warrants to purchase an aggregate of 370,370 additional shares of Common Stock
(the "Warrants"), and (iii) the shares of Common Stock to be issued upon
exercise of the Warrants ("the Offering"), all of which are being issued
pursuant to the Registration Statement. The Shares were sold at a price of $5.40
per share. The Company received proceeds from the sale of the Shares and
Warrants equal to approximately $4,000,000, less the Company's expenses relating
to the sale, which are estimated to be $25,000. The Company arranged the
financing directly with the investors and the proceeds will be used primarily
for general working capital purposes, including to fund Geron's financial
commitment to TA Therapeutics, Ltd. On April 22, 2005, the Company completed the
Offering.
The Company issued Warrants to purchase up to an aggregate of 370,370
shares of Common Stock, which are exercisable from time to time at a price of
$7.95 per share during the period from April 22, 2005 until April 22, 2010. The
Company will receive additional proceeds of approximately $2.9 million upon the
full exercise of the Warrants.
A lock-up agreement between the Company and the investors limits the
sale or other disposition of the Shares, the Warrants and the shares of Common
Stock underlying the Warrants. The lock-up agreement begins on April 22, 2005
and ends April 22, 2007.
The Company's Press Release, dated April 25, 2005, is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
4.1 Common Stock Purchase Agreement, dated April 22, 2005,
issued by the Company to certain purchasers.
4.2 Form of Warrant, dated April 22, 2005, issued by the
Company to certain purchasers.
4.3 Form of Lock-Up Agreement, dated April 22, 2005, issued
by the Company to certain purchasers.
99.1 Press Release of Geron Corporation, dated April 25,
2005.
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 25, 2005 By: /s/ David L. Greenwood
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David L. Greenwood
Executive Vice President and Chief
Financial Officer