UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GERON CORPORATION
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of
Securities)
374163103
(CUSIP Number)
___________December 31, 2023__________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
| |
¨ |
Rule 13d-1(b) |
| |
x |
Rule 13d-1(c) |
| |
¨ |
Rule 13d-1(d) |
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 374163103
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
| NUMBER
OF |
5 |
SOLE VOTING POWER
0 |
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
55,145,502 |
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0
|
| WITH: |
8 |
SHARED DISPOSITIVE POWER
55,145,502 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,145,502 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
|
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
CUSIP No. 374163103
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF |
5 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
55,145,502 |
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
| WITH: |
8 |
SHARED DISPOSITIVE POWER
55,145,502 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,145,502 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
|
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
CUSIP No. 374163103
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF |
5 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
55,145,502 |
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
| WITH: |
8 |
SHARED DISPOSITIVE POWER
55,145,502 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,145,502 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
|
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
CUSIP No. 374163103
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Healthcare Fund, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF |
5 |
SOLE VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
55,145,502 |
EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
| WITH: |
8 |
SHARED DISPOSITIVE POWER
55,145,502 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,145,502 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
|
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
| Item 1(a). | Name
of Issuer: |
Geron Corporation (the “Issuer”)
| Item 1(b). | Address
of Issuer’s Principal Executive Offices: |
919 East Hillsdale Boulevard, Suite 250, Foster City,
CA 94404
| Item 2(a). | Names
of Persons Filing: |
The names of the persons filing this
report (collectively, the “Reporting Persons”) are:
RA Capital Management, L.P. (“RA Capital”)
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the “Fund”)
| Item 2(b). | Address
of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of
the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th
Floor, Boston MA 02116
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
| Item 2(d). | Title
of Class of Securities: |
| |
Common Stock, $0.001 par value per share (“Common Stock”) |
| Item 3. | If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a: |
Not applicable.
The Fund directly holds (i) 46,202,425 shares of Common
Stock and (ii) 51,430,447 Pre-funded warrants (“Pre-Funded Warrants”) through which it has a right to acquire 51,430,447
shares of Common Stock subject to a Beneficial Ownership Blocker (as defined below).
The shares reported herein for the Reporting Persons represent
(i) 46,202,425 shares of Common Stock held directly, and (ii) 8,943,077 shares of Common Stock that the Reporting Persons beneficially
own based on the right to acquire, upon the exercise of Pre-Funded Warrants. The Pre-Funded Warrants contain a provision (the “Beneficial
Ownership Blocker”) which precludes the exercise of the warrants to the extent that, following exercise, the Reporting Person,
together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Reporting
Person is currently prohibited from exercising the warrants to the extent that such exercise would result in beneficial ownership of
more than 55,145,502 shares of Common Stock.
The information required by this item with respect to each
Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G/A. The beneficial ownership percentages
reported are based on (i) 543,063,950 outstanding shares of Common Stock, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2023 filed on November 2, 2023, plus (ii) 8,943,077 shares of Common
Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, as limited by the Beneficial
Ownership Blocker.
RA Capital Healthcare Fund GP, LLC is the general partner
of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the
controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of
the Securities Exchange Act of 1934 (the “Act”), of any securities of the Issuer held by the Fund. The Fund has delegated
to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the
shares of the Issuer’s Common Stock reported herein. Because the Fund has divested voting and investment power over the reported
securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of
the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah
may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned
by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule
13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule
13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such
securities for any other purpose.
| Item 5. | Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification
and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice
of Dissolution of Group. |
Not applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a–11.
Exhibit List
Exhibit 1: Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
RA CAPITAL MANAGEMENT, L.P.
| By: |
/s/
Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Authorized Signatory |
|
PETER KOLCHINSKY
RAJEEV SHAH
RA CAPITAL HEALTHCARE FUND, L.P.
| By: |
RA Capital Healthcare Fund GP, LLC |
|
| Its: |
General Partner |
|
| |
|
| By: |
/s/
Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Manager |
|
EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of February 14, 2024, is
by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively
referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities
and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, $0.001 par value per share of Geron Corporation
beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated
under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and
any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit
to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers
upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
RA CAPITAL MANAGEMENT, L.P.
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Authorized Signatory |
|
PETER KOLCHINSKY
RAJEEV SHAH
RA CAPITAL HEALTHCARE FUND, L.P.
| By: |
RA Capital Healthcare Fund GP, LLC |
|
| Its: |
General Partner |
|
| |
|
| By: |
/s/ Peter Kolchinsky |
|
| |
Name: |
Peter Kolchinsky |
|
| |
Title: |
Manager |
|
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