Geron Corp (GERN)

[TRUISM]

CURRENT REPORT FILING-8K-GERN SETTLEMENT-8/25/16

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Item 8.01 Other Events.

On August 19, 2016, the Superior Court of the State of California, County of San Mateo (the “Superior Court of California”), entered an order preliminarily approving a proposed settlement of (i) the consolidated state derivative lawsuits titled Oriente v. Scarlett, et al., Case No. CIV 528121 and Cavel v. Scarlett, et al., Case No. CIV 535151, pending in the Superior Court of California (collectively, the “State Derivative Action”), and (ii) the consolidated federal derivative lawsuits titled DiLaura v. Scarlett, et al., Case No. 4:15-CV-02989 and Haddock v. Scarlett, et al., Case No. 3:15-CV-03007, pending in the United States District Court, Northern District of California (collectively, the “Federal Derivative Action”). The State Derivative Action and the Federal Derivative Action are referred to collectively as the “Derivative Actions”. The proposed settlement is subject to final approval by the Superior Court of California.

As required by the preliminary approval order, the Summary Notice of Proposed Settlement (the “Summary Notice”), the Notice of Proposed Settlement (the “Actual Notice”), and the Amended Stipulation of Settlement, dated August 18, 2016 (the “Stipulation”) are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2, and 99.3, respectively. The Summary Notice, the Actual Notice, and the Stipulation are also available on Geron Corporation’s (the “Company” or “Geron”) website at http://ir.geron.com/phoenix.zhtml?c=67323%20&p=irol-sec, and on Geron’s Investor Relations page at http://ir.geron.com/phoenix.zhtml?c=67323&p=irol-irhome. Other information contained in or accessible through the Company’s website does not constitute part of, and is not incorporated into, this Current Report on Form 8-K.

Subject to final approval of the settlement by the Superior Court of California, and in exchange for a release of all claims by the plaintiffs and a dismissal of the Derivative Actions with prejudice, the Company has agreed (i) to implement certain corporate governance refinements and (ii) to instruct the Company’s insurer to pay in full the plaintiffs’ attorneys a total of $950,000 United States dollars.

The Stipulation does not involve the stockholder class actions consolidated under the caption In re: Geron Corporation Securities Litigation , Case No. 3:14-CV-01224-CRB, which is currently pending in the United States District Court, Northern District of California.



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