Current Report Filing (8-k)
April 10 2017 - 5:02PM
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):
April 7,
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 of
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(Commission File Number)
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(IRS Employer
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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.
As previously reported in a
Current Report on Form 8-K filed with the United States Securities and Exchange
Commission on March 3, 2017, the related disclosures of which are incorporated
by reference herein, Geron Corporation (the Company) entered into a
Stipulation and Agreement of Settlement (the Stipulation) and related
documents to resolve the consolidated class action securities lawsuit captioned
In re Geron Corporation Securities
Litigation
, Case No.
3:14-cv-01224-CRB (the Securities Class Action), pending in the United States
District Court for the Northern District of the State of California (the
California District Court).
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 and its
insurers have agreed that $6.0 million of the settlement amount will be paid by
the Companys insurance providers and the remaining $250,000 will 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 April 7, 2017, the
California District Court issued an order (the Order) preliminarily approving
the settlement proposed in the Stipulation by and among plaintiffs, 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 Class
Members), and all named defendants in the Securities Class Action, including
the Company (the Settlement), and directing that notice of the Settlement be
given to the Class Members pursuant to the terms in the Stipulation.
The California District Court
scheduled a hearing (Settlement Fairness Hearing) on July 21, 2017, at 10 a.m.
Pacific Time at the California District Court, to, among other things, make a
final determination whether the Settlement is fair, reasonable and adequate and
should be approved by the California District Court.
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 requiring
payment of the settlement amount 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.
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: April 10, 2017
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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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