S-8 1 geron3773081-s8.htm INITIAL REGISTRATION STATEMENT FOR SECURITIES TO BE OFFERED TO EMPLOYEES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
GERON CORPORATION
(Exact name of registrant as specified in its charter)
____________________
Delaware 75-2287752
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

919 E. Hillsdale Blvd, Suite 250
Foster City, California 94404
(Addresses of Principal Executive Offices including Zip Code)
____________________

Geron Corporation 2018 Equity Incentive Plan
Geron Corporation 2018 Inducement Award Plan
(Full title of the plans)
____________________

John A. Scarlett
Chairman, President and Chief Executive Officer
Geron Corporation
919 E. Hillsdale Blvd, Suite 250
Foster City, California 94404
(650) 473-7700

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

____________________

Copies to:
Chadwick L. Mills
Cooley LLP
101 California Street
San Francisco, California 94111
(415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   Accelerated filer
Non-accelerated filer   Smaller reporting company
      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 7(a)(2)(B) of the Securities Act. ☐


____________________

CALCULATION OF REGISTRATION FEE
  Amount Proposed Maximum Proposed Maximum Amount of
  to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered (1)(2) Per Share (3) Offering Price (3) Fee
Common Stock, $0.001 par value per share 7,000,000 $1.276 - $1.69 $11,594,020 $1,504.90

____________________

(1)         This Registration Statement registers the offer and sale of an aggregate of 7,000,000 shares of common stock of Geron Corporation (the “Company”), par value $0.001, (the “Common Stock”) comprising of (i) 5,700,000 shares of Common Stock issuable under the Company’s 2018 Equity Incentive Plan (the “2018 Incentive Plan”) and (ii) 1,300,000 shares of Common Stock issuable under the Company’s 2018 Inducement Award Plan (the “2018 Inducement Plan”).
(2)   Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2018 Incentive Plan and the 2018 Inducement Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(3)   Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) and (c) under the Securities Act. The offering price per share and the aggregate offering price are based on (a) the average of the high ($1.75) and low ($1.63) market prices of the Common Stock as reported on the Nasdaq Global Select Market on June 16, 2020; and (b) the weighted average exercise price for the shares of Common Stock subject to options granted under the 2018 Inducement Plan. The chart below details the calculation of the registration fee.

  Number of   Aggregate Offering
  Shares of Offering Price Price/Registration
Title of Securities to be Registered Common Stock Per Share Fee
Common Stock, $0.001 par value per share, reserved for future grant under the Geron Corporation 2018 Equity Incentive Plan 5,700,00 $1.69 $1,250.36
Common Stock, $0.001 par value per share, issuable upon the exercise of outstanding options granted under the Geron Corporation 2018 Inducement Award Plan 570,000 $1.276 $94.41
Common Stock, $0.001 par value per share, reserved for future grant under the Geron Corporation 2018 Inducement Award Plan 730,000 $1.69 $160.13
Proposed Maximum Aggregate Offering Price     $11,594,020
Registration Fee     $1,504.90


EXPLANATORY NOTE AND GENERAL INSTRUCTION E INFORMATION

This Registration Statement on Form S-8 is being filed by Geron Corporation (“Geron” or the “Company”) for the purpose of registering an additional 7,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), comprising of (i) 5,700,000 shares of Common Stock issuable under the Company’s 2018 Equity Incentive Plan (the “2018 Incentive Plan”) and (ii) 1,300,000 shares of Common Stock issuable under the Company’s 2018 Inducement Award Plan (the “2018 Inducement Plan”). The shares of the Company’s Common Stock previously reserved for issuance under the 2018 Incentive Plan and 2018 Inducement Plan were registered on the Registrant’s Registration Statements on Form S-8 (File Nos. 333-225190 and 333-230171) filed with the Securities and Exchange Commission (the “Commission”) on May 24, 2018 and March 8, 2019, respectively (the “Prior Forms S-8”). This Registration Statement relates to securities of the same class as those to which the Prior Forms S-8 relate and is submitted in accordance with General Instruction E of Form S-8. Pursuant to General Instruction E of Form S-8, the contents of Prior Forms S-8 are incorporated by reference herein.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference 

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 12, 2020;
  
the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the Commission on May 28, 2020;
  
the Registrant’s Current Reports on Form 8-K, filed with the Commission on February 14, 2020, April 2, 2020, May 8, 2020, May 21, 2020, May 26, 2020, and June 9, 2020;
  
the information specifically incorporated by reference into the Registrant’s 2019 Annual Report on Form 10-K referred to above from the Registrant’s definitive proxy statement relating to the Registrant’s 2020 annual meeting of stockholders, filed with the Commission on April 14, 2020; and
  
the description of the Registrant’s common stock set forth in the Registrant’s registration statement on Form 8-A, filed with the Commission on June 13, 1996, including any amendments or reports filed for purpose of updating such description.

All reports and other documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

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Item 8. Exhibits

    Incorporation by Reference
Exhibit   Exhibit      
Number Description Number Filing Filing Date File No.
4.1 Restated Certificate of Incorporation 3.3 8-K May 18, 2012 000-20859
4.2 Certificate of Amendment of the Restated Certificate of Incorporation 3.1 8-K May 18, 2012 000-20859
4.3 Certificate of Amendment of the Restated Certificate of Incorporation 3.1 8-K June 7, 2019 000-20859
4.4 Amended and Restated Bylaws 3.1 8-K March 19, 2010 000-20859
4.5 Amendment to Amended and Restated Bylaws 3.4 8-K November 22, 2017 000-20859
4.6 Form of Common Stock Certificate 4.1 10-K March 15, 2013 000-20859
5.1 Opinion of Cooley LLP
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Cooley LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page to this Registration Statement)
99.1 Geron Corporation 2018 Equity Incentive Plan, as amended 10.1 8-K June 9, 2020 000-20859
99.2 Geron Corporation 2018 Inducement Award Plan, as amended 10.18 10-K March 12, 2020 000-20859

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Foster City, State of California, on June 19, 2020.

GERON CORPORATION
 
By: /s/Stephen N. Rosenfield
  STEPHEN N. ROSENFIELD
  Executive Vice President, Chief Legal Officer
  and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints John A. Scarlett, Olivia K. Bloom and Stephen N. Rosenfield, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature         Title         Date
/s/ JOHN A. SCARLETT   President, Chief Executive Officer and   June 19, 2020
John A. Scarlett   Director (Principal Executive Officer)    
 
/s/ OLIVIA BLOOM   Executive Vice President, Finance, Chief   June 19, 2020
Olivia K. Bloom   Financial Officer and Treasurer (Principal    
    Financial and Accounting Officer)    
 
/s/ DAWN C. BIR   Director   June 19, 2020
Dawn C. Bir        
 
/s/ KARIN EASTHAM   Director   June 19, 2020
Karin Eastham        
 
/s/ V. BRYAN LAWLIS   Director   June 19, 2020
V. Bryan Lawlis        
 
/s/ SUSAN M. MOLINEAUX   Director   June 19, 2020
Susan M. Molineaux        
 
/s/ ELIZABETH G. O’FARRELL   Director   June 19, 2020
Elizabeth G. O’Farrell        
         

/s/ ROBERT J. SPIEGEL

  Director   June 19, 2020
Robert J. Spiegel        

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