Here is the link about the hearing.
SECURITIES EXCHANGE ACT OF 1934
Release No. 72219 / May 22, 2014
ADMINISTRATIVE PROCEEDING
File No. 3-15882
In the Matter of
ANGEL ACQUISITION
CORP. n/k/a BIOGERON,
INC.
Respondent.
ORDER INSTITUTING
ADMINISTRATIVE PROCEEDINGS AND
NOTICE OF HEARING PURSUANT TO
SECTION 12(j) OF THE SECURITIES
EXCHANGE ACT OF 1934
I.
The Securities and Exchange Commission (“Commission”) deems it necessary and
appropriate and for the protection of investors that public administrative proceedings be, and
hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange
Act”) against Respondent Angel Acquisition Corp. n/k/a BioGeron, Inc. (“Respondent” or
“BioGeron”).
II.
After an investigation, the Division of Enforcement alleges that:
RESPONDENT
1. BioGeron is a Nevada corporation with principal offices in Carson City, Nevada
and Carlsbad, California. Respondent has a class of equity securities registered with the
Commission pursuant to Section 12(g) of the Exchange Act. As of March 17, 2014, the
Respondent’s common stock (ticker “AGEL”) was quoted on the OTC Link (previously “Pink
Sheets”) operated by OTC Markets Group, Inc., had eight market makers, and was eligible for the
“piggyback” exception of Exchange Act Rule 15c2-11(f)(3).
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DELINQUENT FILINGS
2. Section 13(a) of the Exchange Act and the rules promulgated thereunder require
issuers with classes of securities registered pursuant to Section 12 of the Exchange Act to file with
the Commission current and accurate information in periodic reports. Specifically, Rule 13a-1
requires issuers to file annual reports and Rule 13a-13 requires issuers to file quarterly reports.
3. The Respondent filed its last Form 10-K for the year ended December 31, 2010 on
April 11, 2011, and its last Form 10-Q for the quarter ended September 30, 2011 on November 14,
2011. Since then, the Respondent has not filed its required periodic reports.
4. The Respondent is delinquent in the following periodic filings:
Form Period Ended Due on or about
10-K December 31, 2011 March 31, 2012
10-Q March 31, 2012 May 15, 2012
10-Q June 30, 2012 August 14, 2012
10-Q September 30, 2012 November 14, 2012
10-K December 31, 2012 March 31, 2013
10-Q March 31, 2013 May 15, 2013
10-Q June 30, 2013 August 14, 2013
10-Q September 30, 2013 November 14, 2013
5. As a result of the conduct described above, the Respondent has failed to comply
with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder.
III.
In view of the allegations made by the Division of Enforcement, the Commission deems it
necessary and appropriate for the protection of investors to institute public administrative
proceedings to determine:
A. Whether the allegations set forth in Section II hereof are true and, in connection
therewith, to afford Respondent an opportunity to establish any defenses to such allegations; and,
B. Whether it is necessary and appropriate for the protection of investors to suspend
for a period not exceeding twelve months, or revoke the registration of each class of securities of
the Respondent registered pursuant to Section 12 of the Exchange Act.
IV.
IT IS ORDERED that a public hearing for the purpose of taking evidence on the questions
set forth in Section III hereof shall be convened at a time and place to be fixed, and before an
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Administrative Law Judge to be designated by further order as provided by Rule 110 of the
Commission’s Rules of Practice [17 C.F.R. § 201.110].
IT IS FURTHER ORDERED that Respondent shall file an Answer to the allegations
contained in this Order within ten (10) days after service of this Order, as provided by Rule 220 of
the Commission’s Rules of Practice [17 C.F.R. § 201.220].
If Respondent fails to file the directed Answer, or fails to appear at a hearing after being
duly notified, the Respondent may be deemed in default and the proceedings may be determined
against it upon consideration of this Order, the allegations of which may be deemed to be true as
provided by Rules 155(a), 220(f), 221(f) and 310 of the Commission’s Rules of Practice [17 C.F.R.
§§ 201.155(a), 201.220(f), 201.221(f) and 201.310].
This Order shall be served forthwith upon Respondent personally or by certified mail.
IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an initial
decision no later than 120 days from the date of service of this Order, pursuant to Rule 360(a)(2) of
the Commission’s Rules of Practice [17 C.F.R. § 201.360(a)(2)].
In the absence of an appropriate waiver, no officer or employee of the Commission engaged
in the performance of investigative or prosecuting functions in this or any factually related
proceeding will be permitted to participate or advise in the decision of this matter, except as witness
or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule making” within
the meaning of Section 551 of the Administrative Procedure Act, it is not deemed subject to the
provisions of Section 553 delaying the effective date of any final Commission action.
By the Commission.
Jill M. Peterson
Assistant Secretary
