Current Report Filing (8-k)
July 24 2017 - 4:31PM
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):
July 21,
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
(Registrant's
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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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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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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, 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).
On July 21, 2017, following
the final fairness hearing regarding the proposed settlement, the California
District Court entered an order and final judgment that: (i) dismisses with
prejudice the claims asserted in the Securities Class Action against all named
defendants in connection with the Securities Class Action, including the
Company, and releases any claims that were or could have been asserted that
arise from or relate to the facts alleged in the Securities Class Action, such
that every member of the settlement class will be barred from asserting such
claims in the future; and (ii) approves the payment of the $6.25 million cash
settlement fund, minus the payment of attorneys fees and costs to plaintiffs
counsel, to members of the settlement class. The Companys insurance providers
funded $6.0 million of the cash settlement fund and the Company paid the
remaining $250,000. The settlement does not constitute any admission of fault or
wrongdoing by the Company or any of the individual defendants.
Five stockholders opted out of
the settlement class in the Securities Class Action. The Company does not expect
to make any additional payments for and does not expect, and is not aware of,
any additional claims arising from or related to the facts alleged in the
Securities Class Action and asserted by stockholders who have opted out of the
settlement class in the Securities Class Action.
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) as a result of the
settlement, members of the settlement class will be barred from asserting any
claims in the future that were or could have been asserted that arise from or
relate to the facts alleged in the Securities Class Action; (ii) the Company not
expecting any claims arising from or relating to the facts alleged in the
Securities Class Action to be asserted by any of the stockholders who have opted
out of the settlement class; (iii) the Company not expecting to make any
additional payments for any such claims; and (iv) any 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) any stockholders who have opted out of the settlement class pursuing claims
that arise from or relate to the facts alleged in the Securities Class Action
causing the Company to make additional payments, or incur additional
liabilities, related to such claims; and (ii) the settlement not having the
expected impact, including resolving the Securities Class Action. Additional
information and factors that could cause actual results to differ materially
from those in the forward-looking statements are contained in the Companys
periodic reports filed with the United States Securities and Exchange Commission
under the heading Risk Factors, including in the Companys Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017. Undue reliance should not be
placed on forward-looking statements, which speak only as of the date of this
Current Report on Form 8-K, and the facts and assumptions underlying the
forward-looking statements may change. Except as required by law, the Company
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: July 24, 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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