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): November 12, 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 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 November 10, 2004, the Company entered into Securities
Purchase Agreements with certain institutional investors in connection with the
offering of (i) an aggregate of 4,859,016 shares of Common Stock, (ii) warrants
to purchase an aggregate of 6,042,623 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 Common Stock and Warrants are being
issued pursuant to the Registration Statement. The Company received proceeds
from the sale of these shares and Warrants equal to approximately $40,000,000,
less the Company's expenses relating to the sale, which are estimated to be
$120,000. On November 12, 2004, the Company completed the Offering.
The Company issued three types of Warrants, to which we refer as the A
Warrants, the B Warrants and the 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 B Warrants are warrants to
purchase up to an aggregate of 2,049,180 shares of Common Stock, which are
exercisable from time to time at a price of $6.10 per share during the period
from November 12, 2004 until January 11, 2005, which term may be extended under
certain circumstances upon the payment of an extension fee. The C Warrants, for
which the Company received proceeds per underlying share equal to the purchase
price per share of Common Stock ($6.10), are warrants to purchase up to an
aggregate of 1,698,361 shares of Common Stock which are exercisable from time to
time for nominal additional consideration during the period from November 12,
2004 until November 12, 2006.
None of the A Warrants, B Warrants or C Warrants is exercisable to the
extent that exercise of such warrants would cause any purchaser and its
affiliates to beneficially own more than 4.9% of the outstanding shares of the
Company's Common Stock. The Company will receive additional proceeds of
approximately $33.3 million (less the Company's expenses relating to the sales,
which are estimated to be $15,000) upon the full exercise of the A Warrants, the
B Warrants and the C Warrants.
The Company's Press Release, dated November 11, 2004, 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 Form of A Warrant, dated November
12, 2004, issued by the Company to
certain purchasers.
4.2 Form of B Warrant, dated November
12, 2004, issued by the Company to
certain purchasers.
4.3 Form of C Warrant, dated November
12, 2004, issued by the Company to
certain purchasers.
99.1 Press Release of Geron Corporation,
dated November 11, 2004.
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: November 12, 2004 By: /s/ David L. Greenwood
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David L. Greenwood
Executive Vice President and Chief
Financial Officer