GERON CORPORATION (NASDAQ:GERN) Files An 8-K Other Events
Item 8.01 Other Events
As previously reported, Geron Corporation (the Company or Geron)
and certain of its officers have been named as defendants in a
consolidated class action securities lawsuit pending in the
United States District Court for the Northern District of
California (the California District Court). The securities class
action lawsuit, captioned In re Geron Corporation Securities
Litigation, Case No. 3:14-cv-01224-CRB (the Securities Class
Action), was initially filed in the California District Court on
March 14, 2014 by certain stockholders of the Company on behalf
of a class consisting of purchasers of the Companys common stock
during the period from December 10, 2012, through and including
March 11, 2014 (the Proposed Class Period).
On March 2, 2017, the parties to the Securities Class Action,
through their respective counsel, executed a Stipulation and
Agreement of Settlement (the Stipulation) and related documents
formalizing an agreement to settle the Securities Class Action.
Under the Stipulation, in exchange for the dismissal with
prejudice of all claims against all defendants in connection with
the Securities Class Action, the Company has agreed to settle the
Securities Class Action for $6.25 million in cash. The Company
expects $6.0 million of the settlement amount to be paid by the
Companys insurance providers and the remaining $250,000 to be
paid by the Company. The settlement does not constitute any
admission of fault or wrongdoing by the Company or any of the
individual defendants.
On March 2, 2017, plaintiffs counsel filed a motion seeking
preliminary approval of the terms and conditions of the
settlement and the form of notice to all record holders and
beneficial owners of the Companys common stock during the
Proposed Class Period (the Notice), which included the
Stipulation and related documents. The Notice filed by plaintiffs
counsel includes, among other things, the general terms of the
settlement, the proposed plan of allocation of the settlement
amount, and the terms of the plaintiffs counsel fee application.
The proposed settlement and the Stipulation remain subject to
approval by the California District Court and certain other
conditions.
The foregoing summary description of the Stipulation is qualified
in its entirety by the Stipulation itself, a copy of which is
attached hereto as Exhibit 99.1.
Use of Forward-Looking Statements
Except for the historical information contained herein, this
Current Report on Form 8-K contains forward-looking statements
made to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that
statements in this Current Report on Form 8-K regarding (i) the
ability to secure final approval of the settlement from the
California District Court; (ii) the extent to which individual
claimants opt out of the class and pursue individual claims;
(iii) the ability to overcome any objections or appeals regarding
the settlement; (iv) payment of the settlement amount by the
Companys insurance providers; (v) other risks described in the
Companys Annual Report on Form 10-K for the year ended December
31, 2016, and future filings and reports by the Company; and (vi)
other statements that are not historical facts, constitute
forward-looking statements. These statements involve risks and
uncertainties that can cause actual results to differ materially
from those in such forward-looking statements. These risks and
uncertainties, include, without limitation, risks and
uncertainties related to: (i) the settlement not having the
expected impact, including resolving the Securities Class Action;
(ii) the settlement requiring more activity or expense than
expected; (iii) compliance by the Companys insurance providers
with the terms of the settlement and on a timely basis; and (iv)
satisfactory resolution of pending and any future litigation or
other disagreements with others. Additional information and
factors that could cause actual results to differ materially from
those in the forward-looking statements are contained in Gerons
periodic reports filed with the United States Securities and
Exchange Commission under the heading Risk Factors, including
Gerons annual report on Form 10-K for the year ended December 31,
2016. Undue reliance should not be placed on forward-looking
statements, which speak only as of the date they are made, and
the facts and assumptions underlying the forward-looking
statements may change. Except as required by law, Geron disclaims
any obligation to update these forward-looking statements to
reflect future information, events or circumstances.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||
| 99.1 | Stipulation and Agreement of Settlement |
About GERON CORPORATION (NASDAQ:GERN)
Geron Corporation (Geron) is a biopharmaceutical company, which supports the clinical stage development of a telomerase inhibitor, Imetelstat, in hematologic myeloid malignancies by Janssen Biotech, Inc. (Janssen). The Company operates through the segment, which includes discovery and development of therapeutic products for oncology. Imetelstat is a lipid conjugated 13-mer oligonucleotide that is designed to be complementary to and bind with high affinity to the ribonucleic acid (RNA) template of telomerase, thereby directly inhibiting telomerase activity. Imetelstat exhibits relatively preferential inhibition of the clonal proliferation of malignant progenitor cells in nonclinical studies. Janssen is engaged in the development of Imetelstat with over two clinical trials, such as a Phase II trial in myelofibrosis (MF), referred to as IMbark, and a Phase II/III trial in myelodysplastic syndromes (MDS) referred to as IMerge. GERON CORPORATION (NASDAQ:GERN) Recent Trading Information
GERON CORPORATION (NASDAQ:GERN) closed its last trading session up +0.07 at 2.20 with 2,194,714 shares trading hands.