geron_8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
___________
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): January 14,
2010
| 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.
On July 9, 2009, Geron Corporation (the “Company”) filed with the
Securities and Exchange Commission a registration statement on Form S-3 (File
No. 333-160498) (the “2009 Registration Statement”), relating to the
registration under the Securities Act of 1933, as amended, of shares of the
Company’s
common stock, $0.001 par value (the “Common Stock”), preferred stock, warrants
and debt securities with a maximum aggregate offering price of $250,000,000,
which 2009 Registration Statement was declared effective on July 22,
2009.
On January 14, 2010, the Company entered into a Securities Purchase
Agreement with certain institutional investors in connection with the offering
of (i) an aggregate of 2,700,000 shares of Common Stock (the “Exchange Shares”)
in exchange for the cancellation of warrants to purchase 1,434,426 shares of
Common Stock, originally issued on November 10, 2004 and amended and restated on
December 19, 2007, (the “2004 A Warrants”), warrants to purchase 3,000,000
shares of Common Stock, originally issued on December 13, 2006 and amended and
restated on December 19, 2007, (the “2006 A Warrants”), and warrants to purchase
1,125,000 shares of Common Stock, originally issued on February 26, 2007 and
amended and restated on December 19, 2007, (the “2007 D Warrants” and, together
with the 2004 A Warrants and the 2006 A Warrants, the “Exchanged Warrants”),
(ii) an aggregate of 1,481,481 shares of Common Stock (the “Shares”), (iii)
warrants to purchase an aggregate of 740,741 additional shares of Common Stock
(the “2010 Warrants”), and (iv) the shares of Common Stock to be issued upon
exercise of the 2010 Warrants (the “Warrant Shares”), all of which are being
issued pursuant to the 2009 Registration Statement and a prospectus supplement
filed with the Commission on January 15, 2010 (“the Offering”). The Company
received proceeds from the sale of the Shares and 2010 Warrants equal to
approximately $10.0 million and the cancellation of the Exchanged Warrants. The
Company arranged the financing directly with the investors and the proceeds will
be used to fund research and development, including
clinical trials for the Company’s product candidates and working capital and
other general corporate purposes.
The 2010 Warrants are exercisable
from time to time at a price of $6.75 per share of Common Stock during the
period from January 15, 2010 until October 31, 2010. The Company would receive
additional proceeds of approximately $5.0 million upon the full exercise of the
2010 Warrants.
Pursuant to the terms of the
Securities Purchase Agreement, a number of shares equal to the number of
Exchange Shares cannot be sold during the 12 month period from the date of
issuance unless the sales are at prices in excess of $9.11 per
share.
At the time of entering into the
Securities Purchase Agreement, all the Exchanged Warrants had an exercise price
of $6.80 per share. The 2004 A Warrants were to expire on November 10, 2011 and
the 2006 A Warrants and 2007 D Warrants on December 15, 2011.
The Company’s Press Release with
respect to the Offering, dated January 15, 2010, is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Financial Statements of Businesses
Acquired. |
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None. |
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(b) |
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Pro Forma Financial
Information. |
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None. |
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(c) |
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Shell Company Transactions. |
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None. |
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(d) |
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Exhibits. |
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4.1 |
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Form of 2010 Warrant to be issued by the
Company to certain purchasers. |
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5.1 |
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Opinion of Latham & Watkins
LLP. |
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99.1 |
|
Press Release of Geron Corporation,
dated January 15, 2010. |
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 |
|
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|
|
|
| Date: January 15,
2010 |
By:
|
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/s/ David L. Greenwood |
| |
|
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David L.
Greenwood |
| |
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Executive Vice President
and |
|
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Chief Financial
Officer |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of 2010 Warrant to be issued by the
Company to certain purchasers. |
| 5.1 |
|
Opinion of Latham & Watkins LLP. |
| 99.1 |
|
Press Release of Geron Corporation,
dated January 15, 2010. |