Current Report Filing (8-k)
March 03 2017 - 7:31AM
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):
March 2,
2017
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)
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
As previously reported, Geron
Corporation (the Company or Geron) and certain of its officers have been
named as defendants in a consolidated class action securities lawsuit pending in
the United States District Court for the Northern District of California (the California District Court). The
securities class action lawsuit, captioned
In re Geron Corporation Securities Litigation
, Case No. 3:14-cv-01224-CRB (the Securities
Class Action), was initially filed in the California District Court on March
14, 2014 by certain stockholders of the Company on behalf of a class consisting
of purchasers of the Companys common stock during the period from December 10,
2012, through and including March 11, 2014 (the Proposed Class
Period).
On March 2, 2017, the parties
to the Securities Class Action, through their respective counsel, executed a
Stipulation and Agreement of Settlement (the Stipulation) and related
documents formalizing an agreement to settle the Securities Class Action. Under
the Stipulation, in exchange for the dismissal with prejudice of all claims
against all defendants in connection with the Securities Class Action, the
Company has agreed to settle the Securities Class Action for $6.25 million in
cash. The Company expects $6.0 million of the settlement amount to be paid by
the Companys insurance providers and the remaining $250,000 to be paid by the
Company. The settlement does not constitute any admission of fault or wrongdoing
by the Company or any of the individual defendants.
On March 2, 2017, plaintiffs
counsel filed a motion seeking preliminary approval of the terms and conditions
of the settlement and the form of notice to all record holders and beneficial
owners of the Companys common stock during the Proposed Class Period (the
Notice), which included the Stipulation and related documents. The Notice
filed by plaintiffs counsel includes, among other things, the general terms of
the settlement, the proposed plan of allocation of the settlement amount, and
the terms of the plaintiffs counsel fee application. The proposed settlement
and the Stipulation remain subject to approval by the California District Court
and certain other conditions.
The foregoing summary
description of the Stipulation is qualified in its entirety by the Stipulation
itself, a copy of which is attached hereto as Exhibit 99.1.
1
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 ability to
secure final approval of the settlement from the California District Court; (ii)
the extent to which individual claimants opt out of the class and pursue
individual claims; (iii) the ability to overcome any objections or appeals
regarding the settlement; (iv) payment of the settlement amount by the Companys
insurance providers; (v) other risks described in the Companys Annual Report on
Form 10-K for the year ended December 31, 2016, and future filings and reports
by the Company; and (vi) 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 having
the expected impact, including resolving the Securities Class Action; (ii) the
settlement requiring more activity or expense than expected; (iii) compliance by
the Companys insurance providers with the terms of the settlement and on a
timely basis; and (iv) satisfactory
resolution of pending and any future litigation or other disagreements with
others. Additional information 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 annual report on
Form 10-K for the year ended December 31, 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.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Stipulation
and Agreement of Settlement
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2
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: March
3, 2017
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By:
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/s/ Stephen N. Rosenfield
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Name:
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Stephen N.
Rosenfield
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Title:
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Executive
Vice President,
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General
Counsel and
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Corporate
Secretary
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3
EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Stipulation
and Agreement of Settlement
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