Geron 8-K 2009
Date of Report (Date of Earliest Event Reported): September 9, 2009
230 CONSTITUTION DRIVE
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] 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 (the Commission) a registration statement on Form S-3 (File No. 333-160498) (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 July 22, 2009.
Subsequently, on September 9, 2009, the Company entered into a Common Stock and Warrant Purchase Agreement with certain institutional investors in connection with the offering of (i) an aggregate of 550,000 shares of Common Stock (the Shares), (ii) warrants to purchase an aggregate of 150,000 additional shares of Common Stock (the Warrants), and (iii) the shares of Common Stock to be issued upon exercise of the Warrants (the Warrant Shares), all of which are being issued pursuant to the Registration Statement and a prospectus supplement filed with the Commission on September 10, 2009 (the Offering). The Company received proceeds from the sale of the Shares and Warrants equal to approximately $3.6 million. The Company arranged the financing directly with the investors and the proceeds will be used to fund an investment in ViaGen, Inc. (ViaGen), an Arizona company that has licensed certain intellectual property from the Company related to animal reproductive technology, in order to maintain the Companys 27% equity ownership in ViaGen. On September 9, 2009, the Company completed the Offering.
The Warrants are exercisable from time to time at a price of $9.00 per share of Common Stock during the period from September 9, 2009 until September 9, 2014. The Company would receive additional proceeds of approximately $1.4 million upon the full exercise of the Warrants.
A lock-up agreement between the Company and the investors limits the sale or other disposition of the Shares, the Warrants and the Warrant Shares for a period of one year beginning on September 9, 2009.
The Companys Press Release with respect to the Offering, dated September 10, 2009, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements.
(b) Pro Forma Financial Information
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.