Geron (GERN) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on August 11, 2022

Registration No. 333-

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM S-8
REGISTRATION STATEMENTUNDER 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)	(Zip Code)

____________________

Geron Corporation 2018 Equity Incentive Plan
Geron Corporation 2018 Inducement Award Plan

Geron Corporation 2014 Employee Stock Purchase Plan(Full title of the plans)

____________________

John A. ScarlettChairman, 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
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	☐	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. ☐

____________________

EXPLANATORY NOTE AND GENERAL INSTRUCTION E INFORMATION

This Registration Statement on Form S-8 is being filed by Geron Corporation (the “Company” or the “Registrant”) for the purpose of registering an additional 18,000,000shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), comprising of (i) 11,000,000 shares of Common Stock issuable under the Company’s 2018 Equity Incentive Plan (the “2018 Incentive Plan”); (ii) 6,000,000 shares of Common Stock issuable under the Company’s 2018 Inducement Award Plan (the “2018 Inducement Plan”); and (iii) 1,000,000 shares of Common Stock issuable under the Company’s 2014 Employee Stock Purchase Plan (the “2014 Employee Stock Purchase 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, and 333-258864) filed with the Securities and Exchange Commission (the “Commission”) on May 24, 2018, March 8, 2019, June 19, 2020, and August 16, 2021, respectively, and the shares of Common Stock previously reserved for issuance the 2014 Employee Stock Purchase Plan were registered on the Registrant’s Registration Statement on Form S-8 (File No. 333-196677) filed with the Commission on June 11, 2014 (collectively, the foregoing Registration Statements are referred to herein as 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 IIINFORMATION 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, 2021, filed with the Commission on March 10, 2022;

● the Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, filed with the Commission on May 9, 2022 and August 11, 2022, respectively;

● the Registrant’s Current Reports on Form 8-K, filed with the Commission on February 18, 2022, March 30, 2022, May 13, 2022, June 15, 2022 and June 30, 2022;

● the information specifically incorporated by reference into the Registrant’s 2021 Annual Report on Form 10-K referred to above from the Registrant’s definitive proxy statement relating to the Registrant’s 2022 annual meeting of stockholders, filed with the Commission on March 22, 2022; 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	Certificate of Amendment of the Restated Certificate of Incorporation	3.1	8-K	May 13, 2021	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	May 13, 2022	000-20859
99.2	Geron Corporation 2018 Inducement Award Plan, as amended	10.3	10-Q	August 11, 2022	000-20859
99.3	Geron Corporation 2014 Employee Stock Purchase Plan, as amended	10.2	8-K	May 13, 2022	000-20859
EX-FILING FEES	Filing Fee Table	—	—	—	—

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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 11, 2022.

GERON CORPORATION
By:	/s/Stephen Rosenfield
	STEPHEN 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	August 11, 2022
John A. Scarlett	Chairman of the Board (Principal Executive Officer)
/s/ OLIVIA BLOOM	Executive Vice President, Finance, Chief	August 11, 2022
Olivia K. Bloom	Financial Officer and Treasurer (Principal
	Financial and Accounting Officer)
/s/ DAWN BIR	Director	August 11, 2022
Dawn C. Bir
/s/ KARIN EASTHAM	Director	August 11, 2022
Karin Eastham
/s/ V. BRYAN LAWLIS	Director	August 11, 2022
V. Bryan Lawlis
/s/ SUSAN M. MOLINEAUX	Director	August 11, 2022
Susan M. Molineaux
/s/ ELIZABETH G. O’FARRELL	Director	August 11, 2022
Elizabeth G. O’Farrell
/s/ ROBERT J. SPIEGEL	Director	August 11, 2022
Robert J. Spiegel

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