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): February 26, 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 December 13, 2006, the Company entered into a Securities Purchase
Agreement with certain institutional investors (the "Investors") in connection
with the offering of (i) 5,000,000 shares of Common Stock, (ii) warrants to
purchase 3,000,000 additional shares of Common Stock (the "A Warrants"), (iii)
warrants to purchase 1,875,000 additional shares of Common Stock (the "B
Warrants"), (iv) warrants to purchase 1,576,686 additional shares of Common
Stock (the "C Warrants" and together with the A Warrants and B Warrants,
"Warrants") and (v) the shares of Common Stock to be issued upon exercise of the
Warrants (the "Offering"). The number of A Warrants to be issued was determined
by multiplying the aggregate number of shares of Common Stock purchased by all
Investors by 60%. The B Warrants were exercisable from time to time at a price
of $8.00 per share during the period from December 15, 2006 until February 28,
2007. The B Warrants and the B Warrant Shares were issued pursuant to a
registration statement on Form S-3 (File No. 333-136327) filed on August 4, 2006
(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 debt securities
with a maximum aggregate offering price of $250,000,000, which Registration
Statement was declared effective on August 18, 2006.
On February 27, 2007, the Company announced the exercise of the B
Warrants for all 1,875,000 shares of Common Stock underlying the B Warrants (the
"B Warrant Shares"), at an exercise price of $8.00 per share, for gross proceeds
of $15.0 million.
On February 26, 2007, the Company agreed to issue additional warrants
to purchase an aggregate of 1,125,000 shares of Common Stock to the Investors
("D Warrants") in connection with the full exercise of the B Warrants. The
number of D Warrants issued to the Investors was determined by multiplying the
aggregate number of shares purchased upon exercise of the B Warrants by 60%. The
D Warrants will be exercisable from time to time, beginning June 13, 2007 until
December 15, 2010, and the exercise price will be equal to 120% of the average
closing bid prices of the Company's Common Stock for the five trading day period
immediately prior to June 13, 2007, not to exceed $12.14 per share. The D
Warrants and the shares of Common Stock underlying the D Warrants are being
issued pursuant to the Registration Statement.
The Company's Press Release, dated February 27, 2007, is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
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(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits.
4.1 Form of D Warrant to be issued by
the Company to certain purchasers.
99.1 Press Release dated February 27, 2007.
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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: March 1, 2007 By: /s/ David L. Greenwood
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David L. Greenwood
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
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4.1 Form of D Warrant to be issued by the Company to certain purchasers.
99.1 Press Release dated February 27, 2007.