Geron Corporation Announces the Pricing of its Public Offering of Common Stock and Warrants
30 March 2022 - 5:25PM
Business Wire
Geron Corporation (Nasdaq: GERN), a late-stage clinical
biopharmaceutical company, today announced the pricing of its
previously announced underwritten public offering of 53,333,334
shares of its common stock and pre-funded warrants to purchase
18,095,238 shares of its common stock, together with accompanying
warrants to purchase 35,714,286 shares of its common stock. The
combined offering price to the public of each share of common stock
and accompanying warrant is $1.05. The combined offering price to
the public of each pre-funded warrant and accompanying warrant is
$1.049. The common stock and pre-funded warrants will be sold in
combination with an accompanying warrant to purchase 0.5 of a share
of common stock issued for each share of common stock or pre-funded
warrant sold. The accompanying warrant has an exercise price of
$1.45 per share and expires five years from the date of issuance;
however, such term will be shortened upon achievement of a
regulatory milestone.
All of the securities in the offering are being sold by Geron.
The gross proceeds to Geron from this underwritten public offering
are expected to be approximately $75.0 million, before deducting
the underwriting discount and other estimated offering expenses
payable by Geron. The offering is expected to close on or about
April 1, 2022, subject to the satisfaction of customary closing
conditions.
Geron currently intends to use the net proceeds from this public
offering, together with its existing cash, cash equivalents,
restricted cash and marketable securities to fund potential
regulatory filings in the United States and European Union for
imetelstat in lower risk myelodysplastic syndromes (MDS), assuming
top-line results in the IMerge Phase 3 clinical trial are
supportive, and to support toward the completion of the IMpactMF
clinical trial in refractory myelofibrosis and the planned
exploratory studies in new indications, including IMproveMF and
investigator-led trials in acute myeloid leukemia and higher risk
MDS, the preclinical work in lymphoid malignancies and the
discovery research program related to next generation telomerase
inhibitors.
Stifel and Baird are acting as joint book-running managers for
the offering. Needham & Company is acting as lead manager for
the offering.
A shelf registration statement on Form S-3 relating to the
public offering of the shares of common stock, pre-funded warrants
and accompanying warrants described above was previously filed with
the Securities and Exchange Commission (SEC) and subsequently
declared effective by the SEC. A preliminary prospectus supplement
relating to and describing the terms of the offering has been filed
with the SEC and a final prospectus supplement relating to the
offering will be filed with the SEC and will be available on the
SEC’s web site at www.sec.gov. When available, copies of the final
prospectus supplement relating to the offering may also be obtained
from Stifel, Nicolaus & Company, Incorporated, Attention:
Syndicate, One Montgomery Street, Suite 3700, San Francisco,
California 94104, by telephone at 415-364-2720 or by email at
syndprospectus@stifel.com or Robert W. Baird & Co.
Incorporated, Attention: Syndicate Department, 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, by telephone at 800-792-2473 or
by email at syndicate@rwbaird.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Geron
Geron is a late-stage clinical biopharmaceutical company focused
on the development and potential commercialization of a
first-in-class telomerase inhibitor, imetelstat, in hematologic
malignancies. The Company currently is conducting two Phase 3
clinical trials: IMerge in lower risk myelodysplastic syndromes and
IMpactMF in refractory myelofibrosis.
Use of Forward-Looking Statements
Investors are cautioned that statements in this press release
regarding the anticipated gross proceeds from the offering and
completion and timing of the public offering constitute
forward-looking statements that involve risks and uncertainties,
including, without limitation, risks and uncertainties related to:
market and other conditions; the satisfaction of customary closing
conditions related to the public offering and the impact of general
economic, industry or political conditions in the United States or
internationally, including the impact of the COVID-19 pandemic
and/or the Russia/Ukraine conflict on Geron’s business operations
and activities. There can be no assurance that Geron will be able
to complete the public offering on the anticipated terms, or at
all. Geron will continue to need significant additional capital to
fund its operations and may be unable to raise capital when needed,
which would force Geron to delay, reduce or eliminate its
imetelstat development program. Actual results may differ
materially from the results anticipated in these forward-looking
statements. Additional information on other potential factors that
could affect Geron’s results and other risks and uncertainties can
be found under the heading “Risk Factors” in Geron’s periodic
reports, including its annual report on Form 10-K for the year
ended December 31, 2021 and in the preliminary prospectus
supplement related to the public offering filed with the SEC on
March 29, 2022, each available on the SEC’s web site at
www.sec.gov. Geron expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in its expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are
based.
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version on businesswire.com: https://www.businesswire.com/news/home/20220329006103/en/
Aron Feingold Investor and Media Relations investor@geron.com
media@geron.com
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