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 9, 2017
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.) |
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:
| ☐ | 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)) |
Item 2.02 Results of Operations and Financial Condition.
Geron Corporation (the “Company” or “Geron”) will be providing financial information about the Company’s cash and investment balances as of December 31, 2016 in the Company’s presentation handout to be utilized in various meetings with securities analysts and investors during the J.P. Morgan 35th Annual Healthcare Conference in San Francisco, California, from January 9, 2017 through January 12, 2017. The aforementioned financial information is included on slide #3 of the presentation handout, as furnished in Exhibit 99.1 to this Current Report, and is incorporated herein by reference.
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 7.01 Regulation FD Disclosure.
Geron will participate in various meetings with securities analysts and investors during the J.P. Morgan 35th Annual Healthcare Conference in San Francisco, California, from January 9, 2017 through January 12, 2017 and will utilize a presentation handout during those meetings. The presentation handout, together with a slide setting forth certain cautionary language intended to qualify the forward-looking statements included in the presentation handout, is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The presentation handout will also be made available in the “Investor Relations” section of Geron’s website, located at www.geron.com.
The information contained in this Item 7.01 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 Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in this Item 7.01 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 2017 corporate presentation handout. | |||
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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 9, 2017 | By: | /s/ Stephen N. Rosenfield |
| Stephen N. Rosenfield | ||
| Executive Vice President, General | ||
| Counsel and Corporate Secretary | ||
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EXHIBIT INDEX
| Exhibit No. | Description | ||
| 99.1 | January 2017 corporate presentation handout. | ||