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United States
Securities and Exchange Commission
Washington D.C. 20549
FORM 10-Q/A
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period Ended March 31, 1997
or
( ) 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
Delaware 75-2287752
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
230 Constitution Drive, Menlo Park, CA 94025
(Address of principal executive offices)
Registrant's telephone number, including area code: (650) 473-7700
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $0.001 par value
(Title of Class)
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
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class: Common Stock $0.001 par value Outstanding at April 11, 1997: 10,221,470
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GERON CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Balance Sheets as of March 31, 1997 and
December 31, 1996
Condensed Statements of Operations for the three months
ended March 31, 1997 and 1996
Condensed Statements of Cash Flows for the three months
ended March 31, 1997 and 1996
Notes to Financial Statements
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
Item 2: Changes In Securities
Item 3: Defaults upon Senior Securities
Item 4: Submission of Matters to a Vote of Security Holders
Item 5: Other Information
Item 6: Exhibits and Reports on Form 8-K
SIGNATURES
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The Registrant hereby amends the following Item of its Form 10-Q for the
quarterly period ended March 31, 1997 filed with the Securities and Exchange
Commission on May 13, 1997:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.26* License and Research Collaboration Agreement dated March 23, 1997
between Registrant and Pharmacia & Upjohn, S.p.A.
10.27* Amendment No. 2 to License and Research Collaboration Agreement
dated April 24, 1995 between Registrant and Kyowa Hakko Kogyo, Co.,
Ltd. dated March 23, 1997
10.28* Three Party Agreement dated March 23, 1997 by and among Registrant,
Kyowa Hakko Kogyo Co., Ltd. and Pharmacia & Upjohn, S.p.A.
10.29* Common Stock Purchase Agreement dated March 23, 1997 between
Registrant and Pharmacia & Upjohn, S.p.A.
10.30* Intellectual Property License Agreement dated December 9, 1996
between Registrant and the University Technology Corporation
10.31+ Second Amendment to Note Secured by
Second Deed of Trust with Hilleman
10.32+ Second Amendment to Note Secured by
Stock Pledge Agreement with West
10.33+ First Amendment to Note Secured by Deed
of Trust with Harley
10.34+ Note Secured by Second Deed of Trust
with Greenwood
11.1 + Computation of Net Loss Per Share
27.1 + Financial Data Schedule
_______________
* Certain portions of this Exhibit have been omitted for which
confidential treatment has been requested and filed separately
with the Securities and Exchange Commission.
+ Previously filed.
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(b) REPORTS ON FORM 8-K
(i) The Company filed the following
reports on Form 8-K relating to the
issuance of certain press releases:
Form 8-K
Report Date: December 23, 1996
Filing Date: January 3, 1997
Item 5: Other Events
Item 7(c): Exhibits
Form 8-K
Report Date: March 23, 1997
Filing Date: March 26, 1997
Item 5: Other Events
Item 7(c): Exhibits
(ii) The Company filed the following
reports on Form 8-K relating to the
issuance of securities pursuant to
Regulation S promulgated under the
Securities Act of 1933, as amended:
Form 8-K
Report Date: January 10, 1997
Filing Date: January 24, 1997
Item 7(c): Exhibits
Item 9: Sale of Equity Securities Pursuant
to Regulation S
SIGNATURES
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, thereunto duly authorized.
GERON CORPORATION
By: /s/ David L. Greenwood
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David L. Greenwood
Chief Financial Officer, Treasurer
and Secretary
(Duly Authorized Signatory and Principal
Financial and Accounting Officer)
Date: June 15, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.26* License and Research Collaboration Agreement dated March 23, 1997 between
Registrant and Pharmacia & Upjohn, S.p.A.
10.27* Amendment No. 2 to License and Research Collaboration Agreement dated
April 24, 1995 between Registrant and Kyowa Hakko Kogyo Co., Ltd., dated
March 23, 1997
10.28* Three Party Agreement dated March 23, 1997 by and among Registrant, Kyowa
Hakko Kogyo Co., Ltd. and Pharmacia & Upjohn, S.p.A.
10.29* Common Stock Purchase Agreement dated March 23, 1997 between Registrant
and Pharmacia & Upjohn, S.p.A.
10.30* Intellectual Property License Agreement dated December 9, 1996 between
Registrant and the University Technology Corporation
10.31+ Second Amendment to Note Secured by Second Deed of Trust with Hilleman
10.32+ Second Amendment to Note Secured by Stock Pledge Agreement with West
10.33+ First Amendment to Note Secured by Deed of Trust with Harley
10.34+ Note Secured by Second Deed of Trust with Greenwood
11.1 + Computation of Net Loss Per Share
27.1 + Financial Data Schedule
________________
* Certain portions of this Exhibit have been omitted for which
confidential treatment has been requested and filed separately
with the Securities and Exchange Commission.
+ Previously filed.
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