Item 8.01 Other
Events.
On August 19, 2016, the
Superior Court of the State of California, County of San Mateo (the Superior
Court of California), entered an order preliminarily approving a proposed
settlement of (i) the consolidated state derivative lawsuits titled
Oriente v. Scarlett, et al.,
Case No. CIV 528121 and
Cavel v. Scarlett, et al.,
Case No. CIV 535151, pending in
the Superior Court of California (collectively, the State
Derivative Action), and (ii) the consolidated federal derivative lawsuits
titled
DiLaura v. Scarlett, et
al.,
Case No. 4:15-CV-02989 and
Haddock v. Scarlett, et al.,
Case No. 3:15-CV-03007, pending
in the United States District Court, Northern District of California
(collectively, the Federal Derivative Action). The State Derivative Action and
the Federal Derivative Action are referred to collectively as the Derivative
Actions. The proposed settlement is subject to final approval by the Superior
Court of California.
As required by the preliminary
approval order, the Summary Notice of Proposed Settlement (the Summary Notice),
the Notice of Proposed Settlement (the Actual Notice), and the Amended Stipulation of
Settlement, dated August 18, 2016 (the Stipulation) are attached to this Current
Report on Form 8-K as Exhibits 99.1, 99.2, and 99.3, respectively. The Summary
Notice, the Actual Notice, and the Stipulation are also available on Geron
Corporations (the Company or Geron) website at
http://ir.geron.com/phoenix.zhtml?c=67323%20&p=irol-sec, and on Gerons
Investor Relations page at
http://ir.geron.com/phoenix.zhtml?c=67323&p=irol-irhome. Other information
contained in or accessible through the Companys website does not constitute
part of, and is not incorporated into, this Current Report on Form 8-K.
Subject to final approval of
the settlement by the Superior Court of California, and in exchange for a
release of all claims by the plaintiffs and a dismissal of the Derivative
Actions with prejudice, the Company has agreed (i) to implement certain
corporate governance refinements and (ii) to instruct the Companys insurer to
pay in full the plaintiffs attorneys a total of $950,000 United States dollars.
The Stipulation does not
involve the stockholder class actions consolidated under the caption
In re: Geron Corporation
Securities Litigation
, Case No.
3:14-CV-01224-CRB, which is currently pending in the United States District
Court, Northern District of California.
Use of Forward-Looking
Statements
Except for the historical
information contained herein, this Form 8-K contains forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that statements in this
Form 8-K regarding: (i) the amended stipulation of settlement, (ii) the impact of such
settlement, including related activities, approvals and payments, and (iii)
other statements that are not historical facts, constitute forward-looking
statements. These statements involve risks and uncertainties that can cause
actual results to differ materially from those in such forward-looking
statements. These risks and uncertainties, include, without limitation, risks
and uncertainties related to: (i) the settlement not receiving the requisite
final approval; (ii) the settlement not having the expected impact, including
resolving the Derivative Actions; and (iii) the settlement requiring more
activity or expense than expected. Additional information on the above risks and
uncertainties and additional risks, uncertainties and factors that could cause
actual results to differ materially from those in the forward-looking statements
are contained in Gerons periodic reports filed with the Securities and Exchange
Commission under the heading Risk Factors, including Gerons quarterly report
on Form 10-Q for the quarter ended June 30, 2016. Undue reliance should not be
placed on forward-looking statements, which speak only as of the date they are
made, and the facts and assumptions underlying the forward-looking statements
may change. Except as required by law, Geron disclaims any obligation to update
these forward-looking statements to reflect future information, events or
circumstances.
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