Geron Corporation Announces the Closing of its Public Offering of Common Stock and Warrants
April 01 2022 - 4:15PM
Business Wire
Geron Corporation (Nasdaq: GERN), a late-stage clinical
biopharmaceutical company, today announced the closing of its
previously announced underwritten public offering of 53,333,334
shares of its common stock and pre-funded warrants to purchase
18,095,238 shares of common stock, together with accompanying
warrants to purchase 35,714,286 shares of common stock. The
combined offering price to the public of each share of common stock
and accompanying warrant was $1.05. The combined offering price to
the public of each pre-funded warrant and accompanying warrant was
$1.049. The common stock and pre-funded warrants were sold in
combination with an accompanying warrant to purchase 0.5 of a share
of common stock issued for each share of common stock or pre-funded
warrant sold. The accompanying warrant has an exercise price of
$1.45 per share and expires five years from the date of issuance;
however, such term will be shortened upon achievement of a
regulatory milestone.
The estimated net proceeds to Geron from this underwritten
public offering are approximately $70 million, after deducting the
underwriting discount and other estimated offering expenses payable
by Geron. Geron currently intends to use the net proceeds from this
public offering, together with its existing cash, cash equivalents,
restricted cash and marketable securities, to fund potential
regulatory filings in the United States and European Union for
imetelstat in lower risk myelodysplastic syndromes (MDS), assuming
top-line results in the IMerge Phase 3 clinical trial are
supportive, and to support toward the completion of the IMpactMF
clinical trial in refractory myelofibrosis and the planned
exploratory studies in new indications, including IMproveMF and
investigator-led trials in acute myeloid leukemia and higher risk
MDS, the preclinical work in lymphoid malignancies and the
discovery research program related to next generation telomerase
inhibitors.
Stifel and Baird acted as joint book-running managers for the
public offering and Needham & Company acted as lead
manager.
A shelf registration statement on Form S-3 relating to the
public offering of the shares of common stock, pre-funded warrants
and accompanying warrants described above was previously filed with
the Securities and Exchange Commission (SEC) and subsequently
declared effective by the SEC. A final prospectus supplement
relating to and describing the terms of the offering has been filed
with the SEC and is available on the SEC’s web site at www.sec.gov.
Copies of the final prospectus supplement relating to the offering
may also be obtained from Stifel, Nicolaus & Company,
Incorporated, Attention: Syndicate, One Montgomery Street, Suite
3700, San Francisco, California 94104, by telephone at 415-364-2720
or by email at syndprospectus@stifel.com or Robert W. Baird &
Co. Incorporated, Attention: Syndicate Department, 777 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, by telephone at
800-792-2473 or by email at syndicate@rwbaird.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Geron
Geron is a late-stage clinical biopharmaceutical company focused
on the development and potential commercialization of a
first-in-class telomerase inhibitor, imetelstat, in hematologic
malignancies. The Company currently is conducting two Phase 3
clinical trials: IMerge in lower risk myelodysplastic syndromes and
IMpactMF in refractory myelofibrosis.
Use of Forward-Looking Statements
Investors are cautioned that statements in this press release
regarding the anticipated net proceeds from this public offering
and Geron’s intended use of the net proceeds from this public
offering constitute forward-looking statements that involve risks
and uncertainties, including, without limitation, risks and
uncertainties related to: higher than estimated offering expenses;
market and other conditions; and the impact of general economic,
industry or political conditions in the United States or
internationally, including the impact of the COVID-19 pandemic
and/or the Russia/Ukraine conflict on Geron’s business operations
and activities. Geron will continue to need significant additional
capital to fund its operations and may be unable to raise capital
when needed, which would force Geron to delay, reduce or eliminate
its imetelstat development program. Actual results may differ
materially from the results anticipated in these forward-looking
statements. Additional information on other potential factors that
could affect Geron’s results and other risks and uncertainties can
be found under the heading “Risk Factors” in Geron’s periodic
reports, including its annual report on Form 10-K for the year
ended December 31, 2021 and in the final prospectus supplement
related to the public offering filed with the SEC on March 30,
2022, each available on the SEC’s web site at www.sec.gov. Geron
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statements are based.
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Aron Feingold Investor and Media Relations investor@geron.com
media@geron.com
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