GERON CORP — Annual Report 2011

Mar 27, 2012

10-K/A 1 geron_10ka.htm AMENDMENT TO ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______

FORM 10-K/A (Amendment No. 1) ______

(Mark One)
x	ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Fiscal Year Ended
December 31, 2011
or
o	TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the transition period from ___ to ____.

Commission File Number: 0-20859

GERON CORPORATION (Exact name of registrant as specified in its charter)

Delaware	75-2287752
(State or other jurisdiction
of incorporation or organization)	(I.R.S. Employer
Identification No.)
230 Constitution Drive, Menlo
Park, CA	94025
(Address of principal
executive offices)	(Zip
Code)

Registrant’s telephone number, including area code: (650) 473-7700

Securities registered pursuant to Section 12(b) of the Act:

| Title of each
class | Name of each exchange on which
registered |
| --- | --- |
| Common Stock, $0.001 par
value | Nasdaq Global Select
Market |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

| o | Large accelerated
filer | x | Accelerated filer |
| --- | --- | --- | --- |
| o | Non-accelerated filer (Do not
check if a smaller reporting company) | o | Smaller reporting
company |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $508,641,000 based upon the closing price of the common stock on June 30, 2011 on the Nasdaq Global Select Market. Shares of common stock held by each officer, director and holder of five percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 22, 2012, there were 132,488,871 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

GERON CORPORATION FORM 10-K/A

Explanatory Note

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K (the “Original Annual Report”) for the year ended December 31, 2011, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2012. We are filing this Amendment in response to a comment letter received from the SEC (the “Comment Letter”) in connection with its review of our confidential treatment request for certain omitted portions of Exhibit 10.36, our office lease agreement with Exponent Realty, LLC, dated February 29, 2012. We have modified Part IV Item 15, “Exhibits, Financial Statement Schedules,” in this Amendment to reflect that confidential treatment for Exhibit 10.36 has been requested and re-filed Exhibit 10.36 in response to the Comment Letter to include Exhibits A – F of the lease agreement and disclose suite numbers, building rentable space, load factor and building percentage. We also have submitted a revised confidential treatment request in response to the Comment Letter. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as Exhibits 31.3 and 31.4, respectively, to this Amendment.

Except as described above, no attempt has been made in this Amendment to modify or update other disclosures presented in the Original Annual Report. This Amendment does not reflect events occurring after the filing of the Original Annual Report or modify or update those disclosures, including the exhibits to the Original Annual Report affected by subsequent events. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Annual Report, including any amendments to those filings.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) Consolidated Financial Statements

See Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2011, which was originally filed with the SEC on March 7, 2012.

(2) Financial Statement Schedules

Financial statement schedules are omitted because they are not required or the information is disclosed in the financial statements listed in Item 15(a)(1) above.

(3) Exhibits

See Exhibit Index included herein.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

| /s/ GRAHAM K.
COOPER |
| --- |
| GRAHAM
K. COOPER |
| Executive Vice President,
Finance and Business |
| Development, and Chief Financial
Officer |

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EXHIBIT INDEX

| Exhibit | | Incorporation by
Reference — Exhibit | | |
| --- | --- | --- | --- | --- |
| Number | Description | Number | Filing | Filing Date |
| 3.1 | Amended and Restated Certificate of
Incorporation of the Registrant | 3.1 | S-1 | June 12,
1996 |
| 3.2 | Certificate of Amendment of Restated
Certificate of Incorporation of the Registrant | 3.1 | 10-Q | July 31,
2006 |
| 3.3 | Bylaws of Registrant | 3.1 | 8-K | March 19,
2010 |
| 4.1 | Form of Common Stock
Certificate | 4.1 | S-1 | June 12,
1996 |
| 4.2 | Form of Senior Indenture, between the
Registrant and one or more trustees to be named | 4.5 | S-3 | July 9,
2009 |
| 4.3 | Form of Subordinated Indenture, between
the Registrant and one or more trustees to be named | 4.6 | S-3 | July 9,
2009 |
| 4.4 | Amended and Restated Warrant to
purchase 100,000 shares of common stock issued by the Registrant to
private investor, Eve M. Patton, dated April 13, 2009 | 4.1 | 10-Q | July 31,
2009 |
| 4.5 | Amended and Restated Warrant to
purchase 200,000 shares of common stock issued by the Registrant to
private investor, Eve M. Patton, dated April 13, 2009 | 4.2 | 10-Q | July 31,
2009 |
| 4.6 | Common Stock Warrant Agreement issued
by the Registrant to University Technology Corporation, dated as of August
27, 2001 | 4.3 | S-3 | September 27,
2001 |
| 4.7 | Form of Common Stock Purchase Warrant
issued by the Registrant to certain Purchasers, dated September 9,
2009 | 4.2 | 8-K | September 10,
2009 |
| 4.8 | Form of 2010 Warrant issued by the
Registrant to Certain Purchasers, dated January 15, 2010 | 4.1 | 8-K | January 15,
2010 |
| 10.1 | Form of Indemnification
Agreement | 10.1 | 10-K | March 7, 2012 |
| 10.2 | 1992 Stock Option Plan, as amended
* | Appendix A | Def 14A | April 9,
2001 |
| 10.3 | Amended and Restated 1996 Employee
Stock Purchase Plan * | 10.2 | 10-Q | July 31,
2009 |
| 10.4 | 1996 Directors’ Stock Option Plan, as
amended * | Appendix B | Def 14A | April 15,
2003 |
| 10.5 | Amended and Restated 2002 Equity
Incentive Plan * | 4.1 | S-8 | June 4,
2010 |
| 10.6 | Amended and Restated 2006 Directors’
Stock Option Plan * | 10.2 | 10-Q | August 5,
2011 |
| 10.7 | 2011 Incentive Award Plan * | 10.1 | 8-K | May 16,
2011 |
| 10.8† | Patent License Agreement between the
Registrant and University of Texas Southwestern Medical Center at Dallas,
dated September 8, 1992 | 10.7 | S-1 | June 12,
1996 |
| 10.9† | Intellectual Property License Agreement between the Registrant and
University Technology Corporation, dated December 9, 1996 | 10.30 | 10-Q | May 13, 1997 |
| 10.10† | Exclusive License Agreement between the
Registrant and the Regents of the University of California, dated February
2, 1994 | 10.9 | S-1 | June 12,
1996 |

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| Exhibit | | Incorporation by
Reference — Exhibit | | |
| --- | --- | --- | --- | --- |
| Number | Description | Number | Filing | Filing Date |
| 10.11† | First Amendment to Intellectual
Property License Agreement by the Registrant and University Technology
Corporation, dated July 23, 2001 | 4.1 | S-3 | September 27,
2001 |
| 10.12† | License Amendment Agreement between the
Registrant and Transgenomic, Inc., dated June 2, 2003 | 10.1 | 10-Q | July 30,
2003 |
| 10.13† | License Agreement by and between the
Registrant and Merix Bioscience, Inc., dated as of March 6, 2004 | 10.4 | 10-Q | July 30,
2004 |
| 10.14 | Contribution Agreement between the
Registrant and ViaGen, Inc., dated August 8, 2008 | 10.1 | 8-K | August 12,
2008 |
| 10.15† | Exclusive License and Alliance
Agreement between the Registrant and GE Healthcare UK Limited, dated June
29, 2009 | 10.1 | 8-K | July 2,
2009 |
| 10.16 | Series A Preferred Stock Purchase
Agreement between ViaGen, Inc. and the Registrant, dated September 16,
2009 | 10.1 | 10-Q | October 30,
2009 |
| 10.17† | Exclusive License Agreement between the
Registrant and Angiochem, Inc., dated December 6, 2010 | 10.22 | 10-K | February 25,
2011 |
| 10.18 | Stock Purchase Agreement between the
Registrant and Angiochem, Inc., dated January 5, 2011 | 10.1 | 8-K | January 7,
2011 |
| 10.19† | California Institute for Regenerative
Medicine Notice of Loan Award | 10.1 | 10-Q | November 3,
2011 |
| 10.20 | Employment agreement between the
Registrant and David Earp, dated January 21, 2003 * | 10.3 | 10-Q | April 30,
2003 |
| 10.21 | Employment agreement between the
Registrant and Melissa Kelly, dated January 21, 2003 * | 10.5 | 10-Q | April 30,
2003 |
| 10.22 | Amendment to employment agreement
between the Registrant and David Earp, dated December 19, 2008 * | 10.23 | 10-K | February 27,
2009 |
| 10.23 | Amendment to employment agreement
between the Registrant and Melissa Kelly Behrs, dated December 19, 2008
* | 10.25 | 10-K | February 27,
2009 |
| 10.24 | Offer letter agreement between the
Registrant and Stephen Kelsey, dated April 8, 2009 * | 10.3 | 10-Q | July 31,
2009 |
| 10.25 | Offer letter agreement between the
Registrant and Melanie I. Nallicheri, dated February 1, 2011 * | 10.3 | 10-Q | August 5,
2011 |
| 10.26 | Employment agreement between the
Registrant and John A. Scarlett, M.D., dated September 29, 2011
* | 10.2 | 10-Q | November 3,
2011 |
| 10.27 | Employment agreement between the
Registrant and Graham Cooper, dated January 1, 2012 * | 10.27 | 10-K | March 7,
2012 |
| 10.28 | Transition and Separation Agreement
between the Registrant and Thomas B. Okarma, dated February 11, 2011
* | 10.35 | 10-K | February 25,
2011 |
| 10.29 | Transition and Separation Agreement
between the Registrant and David L. Greenwood, dated February 7, 2012
* | 10.29 | 10-K | March 7,
2012 |

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| Exhibit | | Incorporation by
Reference — Exhibit | | |
| --- | --- | --- | --- | --- |
| Number | Description | Number | Filing | Filing Date |
| 10.30 | Separation Agreement between the
Registrant and Jane S. Lebkowski, dated December 7, 2011 * | 10.30 | 10-K | March 7,
2012 |
| 10.31 | Consulting Agreement between the
Registrant and Jane S. Lebkowski, dated January 14, 2012 * | 10.31 | 10-K | March 7,
2012 |
| 10.32 | Employment agreement between the
Registrant and Stephen N. Rosenfield, dated February 16, 2012 * | 10.32 | 10-K | March 7,
2012 |
| 10.33 | Amended and Restated Severance Plan,
effective December 19, 2008 * | 10.27 | 10-K | February 27,
2009 |
| 10.34 | Fifth Amendment to Lease by and between
the Registrant and David D. Bohannon Organization, dated March 19,
2008 | 10.1 | 10-Q | April 30,
2008 |
| 10.35 | Second Amendment to Lease by and
between the Registrant and David D. Bohannon Organization, dated March 19,
2008 | 10.2 | 10-Q | April 30,
2008 |
| 10.36# | Office Lease Agreement by and between
the Registrant and Exponent Realty, LLC, dated February 29, 2012 | | | |
| 14.1 | Code of Conduct | 14.1 | 10-K | February 27,
2004 |
| 21.1 | List of Subsidiaries | 21.1 | 10-K | March 7,
2012 |
| 23.1 | Consent of Independent Registered
Public Accounting Firm | 23.1 | 10-K | March 7,
2012 |
| 24.1 | Power of Attorney | Signature Page | 10-K | March 7,
2012 |
| 31.1 | Certification of Chief Executive
Officer pursuant to Form of Rule 13a-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, dated March 7, 2012 | 31.1 | 10-K | March 7,
2012 |
| 31.2 | Certification of Chief Financial
Officer pursuant to Form of Rule 13a-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, dated March 7, 2012 | 31.2 | 10-K | March 7,
2012 |
| 31.3 | Certification of Chief Executive
Officer pursuant to Form of Rule 13a-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, dated March 27, 2012 | | | |
| 31.4 | Certification of Chief Financial
Officer pursuant to Form of Rule 13a-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, dated March 27, 2012 | | | |
| 32.1 | Certification of Chief Executive
Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, dated March 7, 2012 ** | 32.1 | 10-K | March 7,
2012 |

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| Exhibit | | Incorporation by
Reference — Exhibit | | |
| --- | --- | --- | --- | --- |
| Number | Description | Number | Filing | Filing Date |
| 32.2 | Certification of Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, dated March 7, 2012 ** | 32.2 | 10-K | March 7,
2012 |
| 101 | The following materials from the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2011, formatted in Extensible Business Reporting Language (XBRL) include:
(i) Consolidated Balance Sheets as of December 31, 2011 and December 31,
2010, (ii) Consolidated Statements of Operations, Stockholders’ Equity,
and Cash Flows for each of the three years in the period ended December
31, 2011, and (iii) Notes to Consolidated Financial Statements.
*** | 101 | 10-K | March 7,
2012 |

---

| † | Confidential treatment has been
granted for certain portions of this exhibit. Omitted information has been
filed separately with the Securities and Exchange Commission. |
| --- | --- |
| # | Confidential treatment has been
requested for certain portions of this exhibit. Omitted information has
been filed separately with the Securities and Exchange
Commission. |
| * | Management contract or
compensation plan or arrangement. |
| ** | The certifications filed as
Exhibits 32.1 and 32.2 that accompanied the original Annual Report on Form
10-K for the year ended December 31, 2011 filed with the SEC on March 7,
2012, are not deemed filed with the Securities and Exchange Commission and
are not to be incorporated by reference into any filing of Geron
Corporation under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after
the date of the original Annual Report on Form 10-K, irrespective of any
general incorporation language contained in such filing. |
| *** | XBRL information is furnished
and not filed or a part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Exchange Act of 1933, as
amended, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and otherwise is not subject to
liability under these sections. |

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