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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): January 10, 2022

GERON CORPORATION
(Exact name of registrant as specified in its charter)

___________

Delaware       000-20859       75-2287752
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

919 East Hillsdale Blvd., Suite 250
Foster City, CA 94404

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value GERN The Nasdaq Stock Market LLC

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 2.02 Results of Operations and Financial Condition.

Geron Corporation (the “Company” or “Geron”) will participate in various virtual meetings with securities analysts and investors during the J.P. Morgan 40th Annual Healthcare Conference from January 10, 2022 through January 14, 2022 and will utilize a presentation handout during those meetings. Such presentation handout discloses that Geron expects to report that, as of December 31, 2021, it had cash, cash equivalents, restricted cash and marketable securities of approximately $210.0 million and a principal outstanding balance of $50.0 million in long-term debt. The aforementioned financial information is included on slide #24 of the presentation handout, as furnished in Exhibit 99.1 to this Current Report. Geron’s expectation is a forward-looking statement and Geron’s actual results for the year ended December 31, 2021 could differ, perhaps materially, from its current expectation as a result of certain factors, including, without limitation, risks related to changes in estimated cash position based on the completion of financial closing procedures, final audit adjustments and the audit of Geron’s financial statements.

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Exchange Commission under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

                (d)   Exhibits.      
           
Exhibit No. Description       
99.1 January 2022 corporate presentation slides
      104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

      GERON CORPORATION
 
Date: January 10, 2022 By:      /s/ Stephen Rosenfield                                        
Name:       Stephen N. Rosenfield
Title: Executive Vice President,
Chief Legal Officer and
Corporate Secretary

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