Filed Pursuant to Rule 424(b)(3)
Registration No. 333-70356
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED NOVEMBER 8, 2001)
GERON CORPORATION
UP TO 200,000 SHARES OF COMMON STOCK
This prospectus supplement relates to the transfer of our
common stock by holders of 100,000 shares of our common stock and a warrant to
purchase up to 100,000 shares of our common stock which were issued to
University Technology Corporation, a Colorado not-for-profit corporation
("UTC"). This prospectus supplement should be read in conjunction with the
prospectus dated November 8, 2001 which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in this prospectus
supplement have the meanings given them in the prospectus.
The information appearing in the table below amends, as of the
date hereof, the information in the table appearing under the heading "Selling
Stockholder" in the prospectus to reflect various transfers of shares of our
common stock by UTC subsequent to the date of the prospectus. The information
provided for UTC in the table below supersedes the information contained in the
prospectus:
NUMBER OF
SHARES
BENEFICIALLY
OWNED
PRIOR TO SHARES BEING SHARES OWNED AFTER OFFERING
NAME OFFERING OFFERED NUMBER PERCENTAGE(1)
---- ------------ ------------ ------------ --------------
UNIVERSITY TECHNOLOGY CORPORATION 122,160(2) 115,160 22,160 *
-------------------------
* Less than 1%
(1) Assumes the sale of all shares being offered and calculated based on
24,703,471 shares of common stock outstanding as of April 2, 2002.
(2) Includes 2,000 shares of common stock held by UTC as of April 2, 2002 and
5,000 shares of common stock subject to warrants exercisable within 60 days
hereof which are not registered for resale under the prospectus dated
November 8, 2001 or this prospectus supplement. Includes 15,160 shares held
by UTC as of April 2, 2002 and 100,000 shares subject to warrants
exercisable within 60 days hereof.
The information appearing in the following table supplements,
as of the date hereof, the information in the table appearing under the heading
"Selling Stockholders" in the prospectus. Each of the selling stockholders
identified in the following table acquired the shares of our common stock
identified in this table under the heading "Subsequently Acquired Shares" from
UTC following the date of the prospectus.
NUMBER OF SHARES
SUBSEQUENTLY AVAILABLE FOR
ACQUIRED SALE IN THIS AFTER OFFERING
NAME SHARES(1) OFFERING PERCENTAGE(2)
---- ------------ ----------------- --------------
Howard Hughes Medical Institute 24,240 24,240 *
The Regents of University of Colorado, for the benefit of the
Department of Chemistry and Biochemistry 12,120 12,120 *
The Regents of University of Colorado, for the benefit of the
Department of Chemistry and Biochemistry 24,240 24,240 *
Thomas R. Cech 10,908 10,908 *
Joachim Lingner 10,908 10,908 *
Toru Nakamura 2,424 2,424 *
-------------------------
* Less than 1%
(1) In each case none of these shares of common stock were held prior to this
offering and were acquired from UTC following the date of the prospectus.
(2) Assumes the sale of all shares being offered and calculated based on
24,703,471 shares of common stock outstanding as of April 2, 2002
None of the selling stockholders identified in the tables
above, nor, to our knowledge, any of their affiliates, officers, directors or
principal equity holders has held any position or office or has had any material
relationship with us within the past three years.
Our common stock is traded on the Nasdaq National Market under
the symbol "GERN." On April 4, 2002, the closing price of our common stock was
$7.88.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is April 5, 2002.
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