SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FEBRUARY 25, 2005 Date of Report (Date of earliest event reported) GERON CORPORATION ----------------- (Exact name of registrant as specified in its charter) Delaware 0-20859 75-2287752 ----------------------------- ------------------------ ---------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 230 Constitution Drive 94025 Menlo Park, California ---------- ---------------------------------------- (Zip Code) (Address of principal executive offices) (650) 473-7700 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure Pursuant to Securities and Exchange Commission Release Nos. 33-8216 and 34-47583, Geron Corporation is furnishing this information under Items 7.01 and 9.01 of Form 8-K. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. On February 25, 2005, Geron Corporation issued an earnings release announcing its financial results for the three and twelve months ended December 31, 2004. A copy of the earnings release is attached as Exhibit 99.1. Item 9.01. Exhibits (c) Exhibits 99.1 Press Release dated February 25, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GERON CORPORATION Date: February 25, 2005 By: /s/ David L. Greenwood -------------------------- Name: David L. Greenwood Title: EVP, CFO EXHIBIT INDEX Exhibit Description ------------- ----------- 99.1 Press Release dated February 25, 2005.