Current Report Filing (8-k)
November 21 2016 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
___________
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):
November
18, 2016
GERON
CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
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0-20859
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75-2287752
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification
No.)
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149 COMMONWEALTH DRIVE,
SUITE 2070
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices, including
zip code)
(650)
473-7700
(Registrants
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:
☐
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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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.
On November 18, 2016, the
Superior Court of the State of California, County of San Mateo (the Superior
Court of California) issued an order granting final approval of the 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.
Pursuant to the Amended
Stipulation of Settlement attached as Exhibit 99.3 to the Current Report on Form
8-K filed by Geron Corporation (the Company or Geron) with the United States
Securities and Exchange Commission on August 25, 2016, in exchange for a release
of all claims by the plaintiffs to the Derivative Actions and a dismissal of the
Derivative Actions with prejudice, the Company has agreed to (i) implement
certain corporate governance refinements, and (ii) instruct the Companys
insurer to pay the plaintiffs attorneys a total of $950,000 United States
dollars. The settlement does not constitute any admission of fault or wrongdoing
by Geron or any of the individual defendants. No Company funds are expected to
be used to pay the attorneys fee award.
The settlement 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 Current Report on 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 Current Report on Form 8-K regarding: (i) the settlement of
the Derivative Actions, (ii) the involvement of other actions in such
settlement, (iii) expected payment of the attorneys fee award by the Companys
insurer, and (iv) 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) compliance with the Amended
Stipulation of Settlement, (ii) the settlement not having the expected impact,
including resolving the Derivative Actions; (iii) the settlement requiring more
activity or expense than expected, and (iv) satisfactory resolution of pending
and any future litigation or other disagreements with others. 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 United States Securities and Exchange Commission under
the heading Risk Factors, including Gerons quarterly report on Form 10-Q for
the quarter ended September 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.
1
SIGNATURE
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.
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GERON CORPORATION
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Date:
November 21, 2016
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By:
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/s/ Stephen N.
Rosenfield
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Stephen N. Rosenfield
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Executive Vice President, General
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Counsel and Corporate
Secretary
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