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): December 19, 2007
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))
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Item 8.01 Other Events.
Geron Corporation (the "Company") deems the following information to be
material:
On November 10, 2004, the Company issued warrants to purchase an
aggregate of 6,042,623 shares of Common Stock (the "2004 Warrants") in
connection with an offering with certain institutional investors. The Company
issued three types of 2004 Warrants, to which we refer as the 2004 A Warrants,
the 2004 B Warrants and the 2004 C Warrants, respectively. The A Warrants are
warrants to purchase up to an aggregate of 2,295,082 shares of Common Stock,
which are exercisable from time to time at a price of $8.62 per share during the
period from May 11, 2005 until November 12, 2008. The 2004 B Warrants were
warrants to purchase up to an aggregate of 2,049,180 shares of Common Stock,
which were fully exercised on January 10, 2005 at an exercise price $6.10 per
share for total proceeds of $12.5 million. The 2004 C Warrants, for which the
Company received proceeds per underlying share equal to the purchase price per
share of Common Stock ($6.10), were warrants to purchase up to an aggregate of
1,698,361 shares of Common Stock which were fully exercised in December 2004.
The 2004 Warrants and the shares of Common Stock underlying the 2004 Warrants
were issued pursuant to a registration statement on Form S-3 (File No.
333-115195) (the "2004 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.
On December 13, 2006, the Company issued warrants to purchase an
aggregate of 6,451,686 shares of Common Stock (the "2006 Warrants") in
connection with an offering with certain institutional investors. The Company
issued three types of 2006 Warrants, to which we refer as the 2006 A Warrants,
the 2006 B Warrants and the 2006 C Warrants, respectively. The 2006 A Warrants
are warrants to purchase up to an aggregate of 3,000,000 shares of Common Stock
which are exercisable from time to time at an price of $10.21 per share during
the period from June 15, 2007 to December 15, 2010. The 2006 B Warrants were
warrants to purchase up to an aggregate of 1,875,000 shares of Common Stock at a
price of $8.00 pre share, which was fully exercised on February 27, 2007 for
total proceeds of $15.0 million. The 2006 C Warrants, for which the Company
received proceed per underlying share equal to the purchase price per Common
Stock ($8.00), were warrants to purchase up to an aggregate of 1,576,686 shares
of Common Stock which were fully exercised in September 2007. The 2006 Warrants
and the shares of Common Stock underlying the 2006 Warrants were issued pursuant
to a registration statement on Form S-3 (File No. 333-136327) filed on August 4,
2006 (the "2006 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 debt securities
with a maximum aggregate offering price of $250,000,000, which Registration
Statement was declared effective on August 18, 2006.
On February 26, 2007, the Company agreed to issue additional warrants
to purchase an aggregate of 1,125,000 shares of Common Stock ("2007 D Warrants")
to the certain institutional investors in connection with the full exercise of
the 2006 B Warrants. The 2007 D Warrants are exercisable from time to time,
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beginning June 13, 2007 until December 15, 2010 at a price of $10.21 per share.
The D Warrants and the shares of Common Stock underlying the D Warrants were
issued pursuant to the 2006 Registration Statement.
On December 19, 2007, the Company amended certain terms of the
outstanding 2004 A Warrants, 2006 A Warrants and 2007 D Warrants in exchange for
aggregate consideration of $3.6 million. Under the amended terms, the exercise
price of the 2004 A Warrants, 2006 A Warrants and the 2007 D Warrants shall be
$7.50 per share during the period from December 20, 2007 until December 15,
2009. If, on December 15, 2009, the average of the closing bid prices of the
Common Stock for the five trading day period ending on December 15, 2009 is
below $7.50, then the exercise price shall equal such lower price, but shall be
no less than $6.80 per share. The end of the exercisable period for the 2004 A
Warrants was extended from November 10, 2008 to November 10, 2011. The end of
the exercisable period for 2006 A Warrants and the 2007 D Warrants was extended
from December 15, 2010 to December 15, 2011. The number of shares underlying
each warrant was unchanged. In the event that the Company is acquired for
consideration, consisting wholly or in part of cash, by a company whose stock
does not trade on one of certain leading exchanges, the holders of these amended
and restated warrants may exchange their warrants for the theoretical value of
those warrants, based on a Black-Scholes valuation.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits.
4.1 Form of 2004 A Warrant Amendment to
be issued by the Company to certain
purchasers.
4.2 Form of 2006 A Warrant Amendment to
be issued by the Company to certain
purchasers.
4.3 Form of 2007 D Warrant Amendment to
be issued by the Company to certain
purchasers.
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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: December 21, 2007 By: /s/ David J. Earp
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David J. Earp
Senior Vice President, Business
Development and Chief Patent Counsel
EXHIBIT INDEX
Exhibit
No. Description
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4.1 Form of 2004 A Warrant Amendment to be issued by the Company to
certain purchasers.
4.2 Form of 2006 A Warrant Amendment to be issued by the Company to
certain purchasers.
4.3 Form of 2007 D Warrant Amendment to be issued by the Company to
certain purchasers.