-------------------------------------------------------------------------------- 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): June 22, 2004 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 June 22, 2004, Geron Corporation, a Delaware corporation (the "Company") and Kirin Brewery Co., Ltd. announced that they have amicably resolved the litigation between them. The settlement does not involve any payment by either party to the other and has no effect on the existing license agreement between Geron and Merix Bioscience, Inc., and the lawsuit is being dismissed. The Company's press release announcing the settlement is filed as an exhibit to this Current Report on Form 8-K. The summary description of the settlement and the press release are qualified in their entirety by reference to the document filed as an exhibit hereto. Item 7. Exhibits. Exhibits -------- 99.1 Press release dated June 22, 2004 2 SIGNATURE 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: June 22, 2004 By: /s/ William D. Stempel --------------------------------------- Name: William D. Stempel Title: Vice President and General Counsel EXHIBIT INDEX Exhibits -------- 99.1 Press release dated June 22, 2004 3