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): September 12, 2005
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 September 12, 2005, Geron Corporation (the "Company") announced its
plans to offer six million shares of its common stock in an underwritten
offering pursuant to effective shelf registration statements. Pursuant to the
terms of a warrant to purchase shares of the Company's Common Stock with an
aggregate exercise price of $18.0 million issued to Merck & Co., Inc. ("Merck")
on July 15, 2005 (the "Warrant"), Merck will exercise the Warrant, in whole,
concurrent with the closing of the underwritten offering.
The Company's press release, dated September 12, 2005, announcing the
financing is attached here as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Forward-Looking Statements. This report may include
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Securities Exchange Act"). These statements relate to future
events, including future capital raising events. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of those terms and other comparable
terminology. These statements reflect only management's current expectations.
Important factors that could cause actual results to differ materially from the
forward-looking statements we make or incorporate by reference in this report
are set forth under the heading "Risk Factors" in our most recent Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
may be updated from time to time by our future filings under the Securities
Exchange Act. If one or more of these risks or uncertainties materialize, or if
any underlying assumptions prove incorrect, our actual results, performance or
achievements may vary materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. We
disclaim any intent or obligation to update these forward-looking statements.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
99.1 Press Release of Geron Corporation, dated
September 12, 2005.
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: September 12, 2005 By: /s/ David L. Greenwood
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David L. Greenwood
Executive Vice President
Chief Financial Officer