UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment to Non-Employee Director Compensation Policy
On February 16, 2022, upon the recommendation of the Compensation Committee (“Compensation Committee”) of the Board of Directors (the “Board”) of Geron Corporation (the “Company”), the Board approved an amendment to the Company’s Non-Employee Director Compensation Policy to increase the annual nonstatutory stock option grant received by each person who is a non-employee director on the date of each annual meeting of the Company’s stockholders, and who will be continuing as a non-employee director following the date of such annual meeting (other than any non-employee director receiving an initial nonstatutory stock option grant on the date of such annual meeting) from 83,000 to 125,000 shares of the Company’s common stock.
The foregoing description of the Non-Employee Director Compensation Policy, as amended, is not complete and is subject to, and qualified in its entirety by reference to, the complete text of the Non-Employee Director Compensation Policy, as amended, which will be filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Amendment to 2018 Inducement Award Plan
The Compensation Committee also approved an amendment to increase the reserve of shares of the Company’s common stock under the 2018 Inducement Award Plan from 15,100,000 to 16,100,000 shares of common stock (subject to customary adjustments in the event of a change in capital structure of the Company) to be used exclusively for grants of inducement awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as a material inducement within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules to each such individual’s entry into employment with the Company. The terms and conditions of the 2018 Inducement Award Plan and the inducement awards to be granted thereunder are substantially similar to the Company’s stockholder-approved 2018 Equity Incentive Plan.
The foregoing description of the 2018 Inducement Award Plan, as amended, is not complete and is subject to, and qualified in its entirety by reference to, the complete text of the 2018 Inducement Award Plan, as amended, which will be filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GERON CORPORATION | |||
Date: February 18, 2022 | By:/s/ Stephen Rosenfield | ||
Stephen N. Rosenfield | |||
Executive Vice President, Chief Legal Officer | |||
and Corporate Secretary |
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Cover |
Feb. 17, 2022 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Feb. 16, 2022 |
Entity File Number | 000-20859 |
Entity Registrant Name | GERON CORPORATION |
Entity Central Index Key | 0000886744 |
Entity Tax Identification Number | 75-2287752 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 919 E. HILLSDALE BOULEVARD |
Entity Address, Address Line Two | SUITE 250 |
Entity Address, City or Town | FOSTER CITY |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94404 |
City Area Code | 650 |
Local Phone Number | 473-7700 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.001 par value |
Trading Symbol | GERN |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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