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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): May 4, 1999
GERON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
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0-20859 75-2287752
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(Commission File Number) (IRS Employer Identification No.)
230 Constitution Drive, Menlo Park, CA 94025
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (650) 473-7700
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 4, 1999, Geron Corporation, a Delaware corporation ("Geron"), issued
a press release announcing that Geron has purchased all of the outstanding
shares of Roslin Bio-Med Limited, a company registered in Scotland ("Roslin"),
in exchange for 2,100,000 shares of Geron's common stock. Under the terms of the
sale and purchase agreement between Geron and the Roslin shareholders, Roslin
will become a wholly owned United Kingdom subsidiary of Geron. Geron also
announced that, simultaneous with the acquisition, it has formed a research
collaboration with the Roslin Institute, one of the shareholders of Roslin (the
"Institute"). The research collaboration was formed pursuant to the terms of a
research agreement and a license agreement among Geron, Roslin and the
Institute. Further details regarding this announcement are contained in Geron's
press release dated May 4, 1999, attached as an exhibit hereto and incorporated
by reference into this report.
There are a number of considerations that investors should take into
account in evaluating Geron following its acquisition of Roslin's shares and its
formation of the research collaboration with the Institute, any of which could
have a material adverse effect on Geron's business, including: the difficulty of
assimilating Roslin's operations and personnel; the potential disruption of
Geron's and Roslin's ongoing business and distraction of management;
unanticipated expenses related to technology and research integration; the
difficulty of implementing and maintaining uniform standards, controls,
procedures and policies; the potential impairment of relationships with
employees and collaborators as a result of integration of new management
personnel; and the potential unknown liabilities associated with acquired
businesses.
Investors should also consider that, with the acquisition of Roslin and the
formation of the research collaboration with the Institute, Geron is now subject
to the uncertainty inherent to international operations, including: unexpected
changes in regulatory requirements; compliance with international laws;
difficulties in staffing and managing international operations including those
that arise as a result of distance, language and cultural differences; currency
exchange rate fluctuations; political instability; export restrictions; and
potentially adverse tax consequences.
The market price of Geron's common stock may decline as a result of the
research collaboration or the acquisition if the research collaboration with
the Institute or the integration of Geron and Roslin is unsuccessful, or the
combined company does not achieve the perceived benefits of the acquisition as
rapidly or to the extent anticipated.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
The following is filed as an exhibit to this Current Report on Form 8-K:
99.1 Press Release dated May 4, 1999.
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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 thereunto duly authorized.
GERON CORPORATION
(Registrant)
Dated: May 4, 1999 By: /s/ David L. Greenwood
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David L. Greenwood
Chief Financial Officer, Treasurer and
Secretary (Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
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Exhibit No.
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99.1 Press Release dated May 4, 1999.
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EXHIBIT 99.1
GERON ACQUIRES ROSLIN BIO-MED AND
FORMS RESEARCH COLLABORATION WITH
THE ROSLIN INSTITUTE
MENLO PARK, CA and ROSLIN, MIDLOTHIAN, SCOTLAND - May 4, 1999
o Alliance brings together three complementary breakthrough technologies:
human pluripotent stem cells, telomerase expression and nuclear transfer.
o The combined technologies are expected to enhance and accelerate the
development of new transplantation therapies for numerous degenerative
diseases such as diabetes, Parkinson's disease, cancer and heart disease.
o Geron and the Roslin Institute are pioneers in these technologies and
together are in a strong position to capitalize on their potential.
Geron (NASDAQ:GERN) and Roslin Bio-Med, a company formed by the Roslin
Institute, today announced that Geron has purchased all outstanding shares of
Roslin Bio-Med in exchange for 2.1 million shares of Geron common stock. Under
the terms of the agreement, Roslin Bio-Med will become a wholly owned UK
subsidiary of Geron. Simon Best, the chief executive officer of Roslin Bio-Med,
will become managing director of the subsidiary. The subsidiary, which will be
known as Geron Bio-Med, will utilize the state-of-the-art research facilities of
the Roslin Institute where Geron has committed (pound)12.50 million in applied
research funding over the next six years. Drs. Ian Wilmut and John Clark will
head the Geron funded research at the Roslin Institute.
"This unites two leading organizations with significant intellectual property
positions in complementary technologies with breakthrough medical potential,
said Ronald Eastman, Geron president and chief executive officer.
Alex Barkas, chairman of Geron and managing partner of Prospect Venture Partners
added, "This alliance makes both organizations stronger scientifically and
better prepared to attract and build partnerships with large pharmaceutical
companies."
According to Simon Best, "We are now in a better position to realize the full
potential of our respective technologies and product development programs."
Grahame Bulfield, the director of the Roslin Institute added, "We are delighted
that this agreement ensures a key role for UK scientists in the development of
human stem cell therapies - potentially the most exciting application of the
nuclear transfer technology that produced Dolly."
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Alliance brings together three complementary technologies.
Geron and Roslin Bio-Med have three synergistic platform technologies with broad
potential for transforming the treatment of patients suffering from numerous
degenerative diseases.
1. Human pluripotent stem cells: These cells are different from every other
human stem cell isolated. They have an unlimited ability to divide and the
capability to turn into virtually all cell types and tissues in the body.
Thus they are an infinite and universal supply of cells for transplant
medicine. Geron announced in November 1998 the first derivation of human
pluripotent stem cells by its collaborators. These discoveries are
protected by issued patents and pending patent applications licensed to
Geron.
2. Telomerase expression: Geron and its collaborators have demonstrated that
telomerase is a cellular immortalizing enzyme which, when reactivated in
normal cells, significantly extends their healthy replicative lifespan.
Extending the replicative lifespan of transplantable cells derived from
human pluripotent stem cells has the potential to provide durable cell
replacement therapies for many chronic degenerative diseases. Geron was the
first to clone the critical molecular components of human telomerase. Geron
owns and has licensed numerous issued and pending patent applications
protecting this technology.
3. Nuclear transfer: In early 1997, Dr. Ian Wilmut and his colleagues at the
Roslin Institute demonstrated for the first time with the birth of Dolly
the sheep that the nucleus of an adult cell can be transferred to an
enucleated egg to create cloned offspring. This technology supports the
production of genetically identical and genetically modified animals and
human cell lines. In the latter context, this technology could allow
individuals in need of particular cell types for organ repair to receive
cells of a perfect genetic match, thereby eliminating the risk of
rejection. The patent applications covering these discoveries were
licensed from the Roslin Institute by Roslin Bio-Med and will be tranferred
to Geron.
Technologies are complementary and are expected to enhance and accelerate
development of new transplantation therapies.
Combining these breakthrough technologies offers an extraordinary and unique
opportunity for revolutionizing transplantation medicine. Human pluripotent stem
cells (hPSCs) provide an unlimited source for virtually all cells and tissues.
Nuclear transfer ensures that the cells and tissues will not be rejected when
transplanted. Telomerase expression can provide the transplanted cells and
tissues with an extended lifespan for durable therapeutic benefit. While it will
be technologically challenging and time consuming to realize the potential of
combining these technologies, there is already considerable evidence from animal
and human experiments that this medical potential can be realized. Further, the
potential medical applications are numerous, including:
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Cells derivable from hPSCs Target Diseases
Insulin-producing cells Diabetes
Nerve cells Stroke, Parkinson's disease,
Alzheimer's disease, Spinal cord injury
Heart muscle cells Heart attacks, Congestive heart failure
Liver cells Hepatitis, Cirrhosis
Blood cells Cancer, Immunodeficiencies
Bone cells Osteoporosis
Cartilage cells Osteoarthritis
Eye cells Macular degeneration
Skin cells Burns, wound healing
Skeletal muscle cells Muscular dystrophy
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Geron and the Roslin Institute are pioneers and leaders in these three
technologies. The combined scientific resources, know-how and intellectual
property portfolios are expected to enhance the quality of the scientific effort
and accelerate progress toward treating patients. Together, Geron and the Roslin
Institute will focus on generating genetically matched human cells and tissues
with extended replicative capacity for use in repairing organ damage caused by a
range of degenerative diseases. They will also focus on advancing work underway
at the Roslin Institute on the development of animal-derived cells, tissues and
organs as replacement therapies for degenerative diseases.
In addition, work will continue at both locations on generating a variety of
different cell types for use in drug screening and toxicology testing as well as
creating in vivo models of human disease for drug development. These
applications, together with the use of human pluripotent stem cells and their
derivatives to pursue the genomics of human developmental biology, offer shorter
term commercialization opportunities for the combined technologies. Finally,
these technologies should also further our understanding of embryonic
development with potential applications toward the treatment of infertility and
premature pregnancy loss, and the diagnosis and prevention of birth defects.
Dr. Ian Wilmut commented, "Individually, human pluripotent stem cells,
telomerase expression and nuclear transfer have the potential to significantly
improve our ability to treat and even cure many diseases. Together, that
potential is enhanced dramatically."
Dr. Thomas Okarma, Geron vice president of research and development added,
"Geron is eager to begin working with the scientists at the Roslin Institute. We
have identified a number of therapeutic opportunities for our combined
technologies. Together, we also look forward to establishing many additional
academic and corporate collaborations to expand the applications of these
technologies. Of course, we are sensitive to the ethical issues surrounding our
respective technologies. Both our organizations have been and remain committed
to pursuing these technologies in an open and responsible manner that is
consistent with regulatory guidelines and the recommendations of our Ethics
Advisory Board. In particular, both Geron and the Roslin Institute support the
current ban on human reproductive cloning."
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Roslin Bio-Med was established on the basis of an exclusive license from the
Roslin Institute to develop its nuclear transfer technology for all animal and
human-based biomedical applications excluding human reproductive cloning. This
license also excludes the production of therapeutic proteins in the milk of
transgenic ruminants and rabbits, and the modification of milk composition for
nutraceutical use, rights to which were previously conveyed to PPL Therapeutics,
Inc. The majority shareholders in Roslin Bio-Med are the Roslin Institute
(Edinburgh) and 3i Group plc, the UK's leading venture capital firm.
Geron Corporation is a biopharmaceutical company focusing on discovering,
developing and commercializing therapeutic and diagnostic products to treat
cancer and other age-related chronic degenerative diseases. Geron is uniquely
positioned to pursue this goal given its breakthrough discoveries surrounding
telomeres, telomerase and human pluripotent stem cells. Geron common stock is
traded on the NASDAQ stock market under the symbol GERN.
The company desires to take advantage of the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995. Specifically, the company
wishes to alert readers that the matters discussed in this press release may
constitute forward-looking statements that are subject to certain risks and
uncertainties. Actual results may differ materially from the results anticipated
in these forward-looking statements. Additional information on potential factors
that could affect the company's results is included in the company's annual
report on Form 10-K for the year ended December 31, 1998.
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Contact:
Geron Corporation Geron Corporation Investor Inquiries
David Greenwood Nancy Robinson Lisa Burns or
Chief Financial Officer Media Relations John Nugent
650-473-7700 650-473-7700 Burns McClellan
212-213-0006
The Roslin Institute
Harry Griffin
Nicki Brimicombe
44-131-527-4478
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Note to Editors: Further information on this announcement and Geron Corporation
can be obtained at http://www.geron.com.
To receive an index and copies of recent press releases, call Geron's News On
Demand toll-free fax service, 1-800-782-3279.
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