On September 4, 2020, Geron Corporation (the "Company") reported that it entered into an At Market Issuance Sales Agreement (the "2020 Sales Agreement") with B. Riley Securities, Inc. ("B. Riley"), pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $100 million from time to time through B. Riley as its sales agent (Filing, 8-K, Geron, SEP 4, 2020, View Source [SID1234564496]). The Company is not obligated to make any sales of common stock under the 2020 Sales Agreement. In connection with entering into the 2020 Sales Agreement, the Company and B. Riley terminated the At Market Issuance Sales Agreement previously entered into by the Company and B. Riley, dated May 18, 2018.
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The issuance and sale of common stock by the Company under the 2020 Sales Agreement is subject to the effectiveness of the Company’s shelf registration statement on Form S-3 to be filed with the United States Securities and Exchange Commission (the "SEC") on September 4, 2020 (the "Shelf Registration Statement"). The Company makes no assurances as to if or whether the Shelf Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Shelf Registration Statement.
Sales of the Company’s common stock through B. Riley may be made by any method that is deemed an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Subject to the terms and conditions of the 2020 Sales Agreement, B. Riley will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company imposes).
Unless earlier terminated as provided below, the 2020 Sales Agreement will automatically terminate upon the earlier of (1) the sale of all Company common stock subject to the 2020 Sales Agreement or (2) September 4, 2023. The 2020 Sales Agreement may also be terminated by the Company or B. Riley at any time upon 10 days’ notice to the other party, or by B. Riley at any time in certain circumstances, including the occurrence of a material adverse change in the Company.
The Company will pay B. Riley an aggregate commission rate equal to up to 3.0% of the gross proceeds of the sales price per share for common stock sold through B. Riley under the 2020 Sales Agreement. The Company has also provided B. Riley with customary indemnification rights.
The foregoing description of the 2020 Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the 2020 Sales Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.