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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/03/23 Geron Corp. S-8 8/03/23 4:271K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 175K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 17K
3: EX-23.1 Consent of Expert or Counsel HTML 6K
4: EX-FILING FEES Filing Fees HTML 74K
| S-8 |
As filed with the Securities and Exchange Commission on August 3, 2023
Registration No. 333-
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 incorporation or organization) |
(I.R.S. Identification Number of Employer) |
919 E. Hillsdale Blvd, Suite 250 |
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(Addresses of Principal Executive Offices) |
(Zip Code) |
Geron Corporation 2018 Equity Incentive Plan
Geron Corporation 2018 Inducement Award Plan
(Full title of the plans)
Chairman, President and Chief Executive Officer
Geron Corporation
919 E. Hillsdale Blvd, Suite 250
(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
3 Embarcadero Center, 20th Floor
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 |
☐ |
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Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
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Smaller reporting company |
☒ |
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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. ☐
________________________
EXPLANATORY NOTE AND GENERAL INSTRUCTION E INFORMATION
This Registration Statement on Form S-8 is being filed by Geron Corporation (the “Company”) for the purpose of registering an additional 57,260,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) comprising of (i) 43,460,000 shares of Common Stock issuable under the Company’s 2018 Equity Incentive Plan (the “2018 Incentive Plan”) and (ii) 13,900,000 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 the 2018 Inducement Plan were registered on the Registrant’s Registration Statements on Form S-8 (File nos. 333-225190, 333-230171, 333-239324, 333-258864 and 333-266795) filed with the Securities and Exchange Commission (the “Commission”) on May 24, 2018, March 8, 2019, June 19, 2020, August 16, 2021, and August 11, 2022, 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:
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
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Incorporation by Reference |
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Exhibit Number |
Description |
Exhibit Number |
Filing |
Filing Date |
File No. |
Certificate of Amendment of the Restated Certificate of Incorporation |
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Certificate of Amendment of the Restated Certificate of Incorporation |
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Certificate of Amendment of the Restated Certificate of Incorporation |
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Certificate of Amendment of the Restated Certificate of Incorporation |
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23.2 |
Consent of Cooley LLP (included in Exhibit 5.1) |
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24.1 |
Power of Attorney (included on the signature page to this Registration Statement) |
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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 August 3, 2023.
GERON CORPORATION
By: |
/s/ Scott A. Samuels |
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Executive Vice President, Chief Legal Officer and Corporate Secretary |
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints John A. Scarlett, Olivia K. Bloom and Scott A. Samuels, 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 |
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Title |
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Date |
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President, Chief Executive Officer and |
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Chairman of the Board (Principal Executive Officer) |
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/s/Olivia Bloom |
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Executive Vice President, Finance, Chief |
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Olivia K. Bloom |
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Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
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/s/Dawn Bir |
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Director |
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DAWn C. BIR |
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Director |
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Director |
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Director |
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Director |
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/s/ Robert J. Spiegel |
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Director |
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ROBERt J. SPIEGEL |
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3
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 8/3/23 | 10-Q, 3, 4, 8-K | ||
| 6/30/23 | 10-Q, 4 | |||
| 3/31/23 | 10-Q, 4, PRE 14A | |||
| 12/31/22 | 10-K, ARS | |||
| List all Filings | ||||