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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 6, 2000
GERON CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-20859 75-2287752
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
230 CONSTITUTION DRIVE 94025
MENLO PARK, CALIFORNIA (Zip Code)
(Address of principal executive offices)
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(650) 473-7700
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On September 7, 2000, the Registrant publicly disseminated a press
release announcing that the Registrant had entered into a common stock purchase
agreement for the sale of up to an aggregate of $50,000,000 of the Registrant's
Common Stock. The shares had been registered pursuant to an effective
Registration Statement on Form S-3. Pursuant to the common stock purchase
agreement, the Registrant may sell up to $50,000,000 of the Registrant's Common
Stock, at a discount to the market price, to Acqua Wellington North American
Equities Fund, Ltd. ("Acqua Wellington").
The foregoing description is qualified in its entirety by reference to
the following documents, each of which is incorporated herein by reference: (i)
the Common Stock Purchase Agreement, dated as of September 6, 2000, by and
between the Registrant and Acqua Wellington, a copy of which is attached hereto
as Exhibit 10.1 and (ii) the Registrant's Press Release dated September 7, 2000,
a copy of which is attached hereto as Exhibit 99.1.
ITEM 7. EXHIBITS
(c) Exhibits.
10.1 Common Stock Purchase Agreement, dated as of September 6,
2000, by and between the Registrant and Acqua Wellington.
99.1 Registrant's Press Release dated September 7, 2000.
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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: September 26, 2000 By: /s/ David L. Greenwood
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Name: David L. Greenwood
Title: Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 Common Stock Purchase Agreement, dated as of September 6,
2000, by and between the Registrant and Acqua Wellington.
99.1 Registrant's Press Release dated September 7, 2000.
