You or someone in your family may have purchased or otherwise acquired shares of Geron Corporation common stock between December 10, 2012 and March 11, 2014, both dates inclusive. The Court has directed us to send you the Notice because, as a potential Class Member, you have a right to know about your options before the Court rules on the proposed Settlement of this case. Additionally, you have the right to understand how a class action lawsuit may generally affect your legal rights.
If you did not receive a copy of the Notice and believe you may be a part of the Settlement, you can view the Notice here.Back To Top
The Complaint alleges the Defendants violated the Securities Exchange Act of 1934 by making three categories of false and misleading statements during the Class Period. The Complaint alleges that investors who purchased or otherwise acquired Geron common stock during the Class Period suffered damages. The lawsuit seeks money damages against Defendants for alleged violations of the federal securities laws. Defendants deny that they made any false or misleading statements during the Class Period.Back To Top
Lead Plaintiff and Lead Counsel have agreed to the Settlement in order to avoid the costs and risks of further litigation and trial.
In light of the risks of continued litigation, Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Class. Lead Plaintiff and Lead Counsel also believe that the Settlement provides a substantial benefit now, namely Defendants’ payment of $6,250,000.00 in cash (less the various deductions described in the Notice) to be distributed to the Settlement Class, as compared to the risk that the claims would produce a similar, smaller, or no recovery after summary judgment, trial and appeals, possibly years in the future. In this regard, Lead Plaintiff has conducted confirmatory discovery, including the review of documents produced by Defendants.
Defendants have denied and continue to deny each and all of the claims and contentions alleged by Lead Plaintiff, as well as all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action. Defendants believe the Action has no merit. Defendants deny that they made any false or misleading statements during the Class Period, that they had the state of mind required to render any of the alleged misrepresentations and omissions actionable, and that any alleged loss was caused by any alleged misrepresentations. Nonetheless, taking into account the uncertainty, risks, and costs inherent in any litigation, especially in complex cases such as this Action, Defendants have concluded that further conduct of the Action could be protracted and distracting. Defendants have, therefore, determined that it is desirable and beneficial to them that the Action be settled in the manner and upon the terms and conditions set forth in the Settlement.Back To Top
If there were no Settlement and Lead Plaintiff failed to establish any essential legal or factual element of his claims against Defendants, neither Lead Plaintiff nor members of the Class would recover anything from Defendants. Also, if Defendants were successful in proving any of their defenses, the Class likely would recover substantially less than the amount provided in the Settlement, or nothing at all.Back To Top
If you are a member of the Class, you are subject to the Settlement unless you timely request to be excluded. The Class consists of: all persons or entities who purchased or otherwise acquired the common stock of Geron Corporation (ticker symbol: GERN) between December 10, 2012 and March 11, 2014, both dates inclusive; except those persons or entities that timely and validly request exclusion from the Class pursuant to the Notice sent to members of the Settlement Class. Also excluded from the Class are: Defendants; members of the immediate family of the individual Defendants; the officers and directors of Geron; any firm, trust, partnership, corporation, officer, directors, or other individual or entity in which any Defendants have a controlling interest; and the legal representatives, heirs, successors, and assigns of such excluded parties.Back To Top
The Court will hold a hearing on July 21, 2017 at 10:00 a.m., to decide whether to approve the Settlement. If the Settlement is approved, the Claims Administrator will complete the administration process and determine how much each Authorized Claimant is entitled to receive. Lead Counsel will then seek permission from the Court to distribute the Settlement Amount on a pro rata basis to Authorized Claimants. This may take several months. Please be patient and check this website for updates.
The $6,250,000.00 Settlement Amount, and the interest earned thereon while it is held in escrow before distribution, is referred to as the “Settlement Fund.” If you are entitled to a payment, your share of the Settlement Fund will depend on the number of members of the Settlement Class who submit valid Proofs of Claim (the “Authorized Claimants”). Payments will be calculated on a pro rata basis, meaning that the Settlement Fund (less all administrative costs, including the costs of notice, attorneys’ fees, and expenses) will be divided among the Authorized Claimants and distributed accordingly after the deadline for submission of the Proof of Claim Form has passed.
Claims that result in payment of less than $10 will be deemed de minimis, and payment will not be issued.Back To Top
Unless you exclude yourself, you will remain a Settlement Class Member, and that means that, if the Settlement is approved, you will give up all “Settled Claims” (as defined below), including all “Unknown Claims” (as defined below), against the “Defendant Releasees” (as defined below):
“Defendant Releasees” means: (1) Defendants, (2) Defendants’ Counsel, (3) with regard to Geron all past or present subsidiaries, parents, affiliates, principals, successors and predecessors, assigns, officers, directors, accountants, investment bankers, commercial bankers, shareholders, underwriters, financial or investment advisors, trustees, partners, limited partners, controlling shareholders, joint venturers, co-developers, collaborators, agents, fiduciaries, contractors, employees, attorneys, auditors, insurers, co-insurers, and reinsurers; (4) with regard to Dr. John A. Scarlett, M.D., Ms. Olivia K. Bloom, and Dr. Stephen M. Kelsey, M.D., each such individual’s spouses, marital communities, immediate family members, heirs, executors, personal representatives, estates, administrators, trusts, predecessors, successors, and assigns or other individual or entity in which any of Dr. Scarlett, Ms. Bloom, and Dr. Kelsey has a controlling interest, and each and all of their respective past or present subsidiaries, divisions, parents, affiliates, principals, successors and predecessors, assigns, officers, directors, trusts, partners, agents, fiduciaries, contractors, employees, attorneys, auditors, accountants, advisors, insurers, co-insurers, and re-insurers; and each of Dr. Scarlett, Ms. Bloom, and Dr. Kelsey’s present and former attorneys, legal representatives, insurers, and assigns in connection with the Action.
“Settled Claims” means: any and all claims, rights, demands, obligations, controversies, debts, damages, losses, causes of action and liabilities of any kind or nature whatsoever (including, but not limited to, any claims for damages, restitution, rescission, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses, or liability whatsoever), whether based on federal, state, local, statutory, or common law or any other law, rule, or regulation, whether fixed or contingent, accrued, or un-accrued, liquidated or unliquidated, at law or in equity, matured or unmatured, or class or individual in nature (including both known and Unknown Claims) against Defendant Releasees, based on, arising out of, relating in any way to, or in connection with both (i) the facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, or omissions which were or could have been alleged in the Action, and (ii) the purchase or acquisition of Geron common stock during the Class Period.
“Unknown Claims” means: any and all Settled Claims which Lead Plaintiff in the Action or any Class Member does not know to exist in his, her, or its favor at the time of the release of Defendant Releasees, and any Defendants’ Claims which Defendants did not know to exist in their favor at the time of the release of the Released Plaintiff Parties, which if known might have affected the decision to enter into the Settlement or the decision not to object to the Settlement. With respect to any and all Settled Claims and Defendants’ Claims, the parties stipulate and agree that upon the Effective Date, Lead Plaintiff and Defendants shall expressly, and each Class Member shall be deemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights and benefits of Cal. Civ. Code § 1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
Lead Plaintiff and Defendants shall expressly and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code § 1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Settled Claims, but Lead Plaintiff shall expressly, fully, finally and forever settle and release, and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released, any and all Settled Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff and Defendants acknowledge, and other Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Settled Claims and Defendants’ Claims was separately bargained for and was a key element of this Settlement.
If you remain a member of the Class, all of the Court’s orders will apply to you and legally bind you. You will be bound by the releases whether or not you submit a Proof of Claim Form and/or receive a payment under the Settlement.Back To Top
To date, Lead Counsel has not been paid for its services for conducting this Litigation on behalf of Lead Plaintiffs and the Settlement Class nor for its substantial out-of-pocket expenses. In accordance with the fee agreement between Lead Plaintiff and the attorneys who have been appointed to represent the class, Lead Counsel will ask the Court to award them a fee equal to 25% of the Settlement Amount, after deduction of Litigation Expenses, plus reimbursement of expenses incurred in prosecuting this lawsuit to be paid from the Settlement proceeds, not to exceed $200,000. Lead Counsel also intends to ask the Court to grant Lead Plaintiff an expense award not to exceed $10,000 in total. The Court may, however, award less than the requested amount. In that case, the difference will remain with the Settlement Fund.Back To Top
To qualify for a settlement payment from the proceeds of the Settlement, you must send in a Proof of Claim Form. A Proof of Claim Form is enclosed with the Notice. You also may get a Proof of Claim Form from this website, or by calling the Claims Administrator. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign the form, and mail it postmarked no later than July 11, 2017.Back To Top
If you do not want a payment from this Settlement, but you want to keep any right you may have to sue or continue to sue Defendants on your own about the Released Claims, then you must take steps to exclude yourself—or as it is sometimes referred to, you must “opt out” of the Settlement Class.
To exclude yourself from the Settlement, you must send a letter by mail to the Claims Administrator saying that you want to be excluded from In re Geron Corp. Sec. Litig., No 3:14-CV-1224-CRB. Be sure to include:
Mail your exclusion request postmarked no later than June 26, 2017, to:
Geron Corporation Securities Litigation
c/o Claims Administrator
P.O. Box 4153
Portland, OR 97208-4153
You cannot exclude yourself on the phone, by email or this website. If you do not follow the above procedures—including meeting the postmark deadline—you will not be excluded from the Class, and you will be bound by all of the orders and judgments entered by the Court regarding the Settlement. You must exclude yourself even if you already have a pending case against Defendants based on the claims being released.
If you ask to be excluded, you will not get any payment from the Settlement, you cannot object to the Settlement, and you will not be legally bound by anything that happens in this lawsuit. You might be able to sue Defendants in the future.Back To Top
The Court has scheduled a hearing on the proposed Settlement for July 21, 2017 at 10:00 a.m., before the Honorable Charles R. Breyer in Courtroom 6, 17th Floor, in the U.S. District Court for the Northern District of California, United States Courthouse, 450 Golden Gate Avenue, San Francisco, CA 94102. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate, and will consider Lead Counsel’s application for attorneys’ fees. If there are objections, the Court will consider them. At or after the hearing, the Court will decide whether to approve the Settlement.
Please note that the date of the Court hearing is subject to change without further notice. If you plan to attend the hearing, you should check with Lead Counsel to be sure no change to the date and time of the hearing has been made.Back To Top
If you are a Class Member who has not asked to be excluded from the Class, you may ask the Court for permission to speak at the hearing. To do so, you must send a letter or other paper called a “Notice of Intention to Appear at Fairness Hearing in In re Geron Corp. Sec. Litig., No. 3:14-CV-01224-CRB.” Be sure to include your name, address, telephone number, and your signature. Your Notice of Intention to Appear must be filed with the Clerk of the Court and sent to Lead Counsel so that is received no later than June 26, 2017 as follows:
Richard W. Gonnello
Faruqi & Faruqi, LLP
685 Third Avenue
New York, NY 10017
You cannot speak at the hearing if you have asked to be excluded from the Class.
If you are member of the Class and you do not exclude yourself, you can object to the Settlement or any part of it, including Lead Counsel’s application for attorneys’ fees, and give reasons why you think the Court should not approve it. To object, you must send a letter or other filing saying that you object to the proposed Settlement and/or the attorneys’ fee application in In re Geron Corp. Sec. Litig., No 3:14-CV-01224-CRB. Your written objection must be filed with the Clerk of the United States District Court for the Northern District of California, received no later than June 26, 2017. The address is:
CLERK OF THE COURT
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
450 Golden Gate Avenue
San Francisco, CA 94102
If you purchased or otherwise acquired Geron common stock for the beneficial interest of a person or organization other than yourself, you must either:
If you choose the second option, the Claims Administrator will send a copy of the Notice and the Proof of Claim Form to each beneficial owner whose name and address you provide. Upon full compliance with these directions, nominees may seek reimbursement of their reasonable expenses actually incurred by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. Copies of the Notice may be downloaded here, or you can request additional copies via email to questions@GeronCorporationSecuritiesLitigation.com.Back To Top
This website contains only a summary of the terms of the proposed Settlement. More detailed information about the matters involved in the Action is available at here including, among other documents, copies of the Settlement and the Complaint. All inquiries concerning the Notice and/or this website should be directed to:
Geron Corporation Securities Litigation
c/o Claims Administrator
P.O. Box 4153
Portland, OR 97208-4153
Faruqi & Faruqi, LLP
Richard W. Gonnello
685 Third Avenue
New York, NY 10017
PLEASE DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK OF THE COURT REGARDING THE NOTICE.Back To Top