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DIVESTITURE OF STEM CELL ASSETS
3 Months Ended
Mar. 31, 2014
DIVESTITURE OF STEM CELL ASSETS  
DIVESTITURE OF STEM CELL ASSETS

3. DIVESTITURE OF STEM CELL ASSETS

 

On October 1, 2013, we closed the transaction to divest our human embryonic stem cell assets and our autologous cellular immunotherapy program pursuant to the terms of the previously disclosed asset contribution agreement, or the Contribution Agreement, that we entered into in January 2013 with BioTime, Inc., or BioTime, and BioTime’s wholly owned subsidiary, Asterias Biotherapeutics, Inc., or Asterias (formerly known as BioTime Acquisition Corporation).

 

In accordance with the terms of the Contribution Agreement, on October 1, 2013 we received 6,537,779 shares of Asterias Series A common stock representing 21.4% of Asterias’ outstanding common stock as a class as of that date. Under the terms of the Contribution Agreement and subject to applicable law, following a record date to be declared by our board of directors, we are contractually obligated to distribute all of the shares of Asterias Series A common stock to our stockholders on a pro rata basis, other than with respect to fractional shares and shares that would otherwise be distributed to Geron stockholders residing in certain excluded jurisdictions, which shares, as required by the Contribution Agreement, will be sold with the net cash proceeds therefrom distributed ratably to the stockholders who would otherwise be entitled to receive such shares. Only holders of our common stock as of the record date will be entitled to receive the shares of Asterias Series A common stock or cash in lieu thereof. We refer to the anticipated distribution by us of the Asterias Series A common stock as the Series A Distribution.

 

As of March 31, 2014, our board of directors had not set a record date for the Series A Distribution because we had not received any notification from BioTime and Asterias that they had met certain securities registration or qualification requirements, including notice that the registration statement that Asterias filed with the Securities and Exchange Commission, or SEC, covering the Series A Distribution was effective and otherwise available to effect the Series A Distribution, as required under the Contribution Agreement. Therefore, as of March 31, 2014, we continued to hold the Asterias Series A common stock received in the divestiture.

 

The Series A Distribution represents a pro-rata distribution of shares of an equity method investment that is a business, which will be accounted for at its carrying amount. Because the carrying amount of the Asterias Series A common stock was zero as of March 31, 2014 (see discussion below), the liability relating to our contractual obligation to distribute the Asterias Series A common stock was zero as of March 31, 2014.

 

We applied the equity method of accounting for the Asterias Series A common stock. Under this method, we increase (decrease) the carrying value of the investment by our proportionate share of Asterias’ earnings (losses). If our proportionate share of losses exceeds the carrying value of the investment, losses are then applied against any advances, including any commitment to provide financial support, until those amounts are reduced to zero. Asterias incurred net losses from October 1, 2013 through March 31, 2014. Since our investment in Asterias had an initial carrying amount of zero upon the closing of the Contribution Agreement and we do not have any commitments to provide financial support or obligations to perform services or other activities for Asterias, we suspended the equity method of accounting on October 1, 2013.