Geron Corp Files 8-K: Material Agreement & Exhibits

TL;DR

Geron Corp signed a big deal, filing details today.

AI Summary

On March 19, 2024, Geron Corporation entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing but are related to Item 1.01. The company also filed financial statements and exhibits as part of this report.

Why It Matters

This filing indicates Geron Corporation has entered into a significant agreement, which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, suggesting potential strategic shifts or financial commitments that could carry inherent risks.

Key Numbers

• 000-20859 — SEC File Number (Identifies Geron Corporation's filing history with the SEC.)
• 75-2287752 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Geron Corporation (company) — Registrant
• March 19, 2024 (date) — Date of earliest event reported
• 919 E. HILLSDALE BLVD., SUITE 250 (address) — Principal executive offices
• FOSTER CITY, CA (location) — Principal executive offices city and state
• 6504737700 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value GERN The Nasdaq Stock Mar
• $3.00 — price of each share of Common Stock is $3.00 and the offering price of each Pre-Fund
• $2.999 — ing price of each Pre-Funded Warrant is $2.999. The gross proceeds to the Company from
• $150.0 million — penses, is expected to be approximately $150.0 million. The Offering is expected to close on M
• $0 — an initial exercise price per share of $0.001, subject to certain adjustments. Th

Filing Documents

• gern-20240319.htm (8-K) — 53KB
• gern-ex1_1.htm (EX-1.1) — 548KB
• gern-ex4_1.htm (EX-4.1) — 174KB
• gern-ex5_1.htm (EX-5.1) — 30KB
• 0000950170-24-033921.txt ( ) — 1034KB
• gern-20240319.xsd (EX-101.SCH) — 27KB
• gern-20240319_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 19, 2024, Geron Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the issuance and sale (the "Offering") of 41,999,998 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and pre-funded warrants to purchase 8,002,668 shares of Common Stock (the "Pre-Funded Warrants"). All of the shares of Common Stock and Pre-Funded Warrants in the Offering are being sold by the Company. The offering price of each share of Common Stock is $3.00 and the offering price of each Pre-Funded Warrant is $2.999. The gross proceeds to the Company from the Offering, before deducting underwriting discounts and estimated offering expenses, is expected to be approximately $150.0 million. The Offering is expected to close on March 21, 2024, subject to satisfaction of customary closing conditions. Each Pre-Funded Warrant will have an initial exercise price per share of $0.001, subject to certain adjustments. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 9.99% of the Company's outstanding Common Stock immediately after exercise, which percentage may be changed at the holder's election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days' notice to the Company subject to the terms of the Pre-Funded Warrant

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 2 Exhibit No. Description 1.1 Underwriting Agreement, dated March 19, 2024, by and among Geron Corporation and Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the underwriters named therein 4.1 Form of Pre-Funded Warrant to Purchase Common Stock 5.1 Opinion of Cooley LLP 23.1 Consent of Cooley LLP (included in Exhibit 5. 1) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) 3 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: March 19, 2024 By: /s/ Scott A. Samuels Name: Scott A. Samuels Title: Executive Vice President, Chief Legal Officer and Corporate Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR