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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 29, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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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 June 29, 2000, Geron Corporation, a Delaware corporation (the "Company")
entered into an agreement to sell $25 million in Series D Zero Coupon
Convertible Debentures and warrants to purchase 834,836 shares of the Company's
common stock to a single institutional investor managed by Rose Glen Capital
Management, L.P. (the "Purchaser").
The Company's press release announcing the issuance and sale of the debentures
and warrants, as well as the Securities Purchase Agreement, Registration Rights
Agreement, Series D Zero Coupon Debenture and Warrant are filed as exhibits to
this Current Report on Form 8-K. The summary description of the transaction and
the press release are qualified in its entirety by reference to the documents
filed as exhibits hereto.
ITEM 7. EXHIBITS.
Exhibits
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4.1 Securities Purchase Agreement dated as of June 29, 2000, by and
between Registrant and the Purchaser.
4.2 Registration Rights Agreement dated as of June 29, 2000, by and
between Registrant and the Purchaser.
4.3 Series D Zero Coupon Convertible Debenture.
4.4 Warrant to purchase 834,836 shares of common stock issued by
Registrant to the Purchaser, dated as of June 29, 2000.
99.1 Press Release dated June 29, 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: July 5, 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
Exhibits
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4.1 Securities Purchase Agreement dated as of June 29, 2000, by and
between Registrant and the Purchaser.
4.2 Registration Rights Agreement dated as of June 29, 2000, by and
between Registrant and the Purchaser.
4.3 Series D Zero Coupon Convertible Debenture.
4.4 Warrant to purchase 834,836 shares of common stock issued by
Registrant to the Purchaser, dated as of June 29, 2000.
99.1 Press Release dated June 29, 2000.
