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): September 26, 2018
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)) |
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 1.02 Termination of a Material Definitive Agreement.
On September 26, 2018, Janssen Biotech, Inc., a Pennsylvania corporation (“Janssen”), notified Geron Corporation (“Geron”) of its termination of the exclusive collaboration and license agreement (the “Collaboration Agreement”) between Geron and Janssen. Such termination will be effective September 28, 2018, and was made pursuant Section 14.5.2 of the Collaboration Agreement. Accordingly, Janssen informed Geron that it does not intend to provide a notice of continuation under the Collaboration Agreement with respect to the continued development of imetelstat by Janssen. Section 14.6.4 of the Collaboration Agreement sets forth the responsibilities of Janssen and Geron with respect to the orderly transition of the imetelstat program back to Geron for continued development by Geron.
Item 8.01 Other Events.
On September 27, 2018, Geron issued a press release entitled “Geron Announces Discontinuation of Imetelstat Collaboration by Janssen.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |||
| Exhibit No. | Description | |||
| 99.1 | Press release dated September 27, 2018. |
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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: September 27, 2018 | By: | /s/ Stephen N. Rosenfield | ||
| Name: | Stephen N. Rosenfield | |||
| Title: | Executive Vice President, | |||
| General Counsel and | ||||
| Corporate Secretary | ||||
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