UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2005
GERON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-20859 75-2287752
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
230 CONSTITUTION DRIVE
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 (see General Instruction A.2. below):
[ ] 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))
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Item 8.01 Other Events.
The Company deems the following information to be material:
On January 10, 2005 and January 11, 2005, certain holders of warrants
to purchase an aggregate of 2,049,180 shares of Common Stock (the "B Warrants")
of Geron Corporation (the "Company") exercised such B Warrants in full. The B
Warrants had a per share exercise price of $6.10, and the Company received
proceeds of approximately $12.5 million upon the exercise of such B Warrants.
The Company had issued the B Warrants in connection with an offering on
November 12, 2004 of (i) an aggregate of 4,859,016 shares of Common Stock, (ii)
warrants, including the B Warrants, to purchase an aggregate of 6,042,623
additional shares of Common Stock (the "A, B & C Warrants") and (iii) the shares
of Common Stock to be issued upon exercise of the A, B & C Warrants.
The Company's Press Release, dated January 12, 2005, is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
99.1 Press Release of Geron Corporation, dated
January 12, 2005.
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SIGNATURES
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 13, 2005 By: /s/ David L. Greenwood
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David L. Greenwood
Executive Vice President and Chief
Financial Officer
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