UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Geron Corporation
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
| 374163103 (CUSIP Number) |
March 6, 2004
(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).
SCHEDULE 13G
CUSIP No. 374163103
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Merix Bioscience, Inc. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Delaware, United States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
5,000,000 (See Item 4) 6. Shared Voting Power
0 7. Sole Dispositive Power
5,000,000 (See Item 4) 8. Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
11.3% (See Item 4) |
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| 12. | Type of Reporting Person (See Instructions)
CO |
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| Item 1. | ||
| (a) | Name of Issuer | |
| Geron Corporation | ||
| (b) | Address of Issuer’s Principal Executive Offices
230 Constitution Drive Menlo Park, California 94025 | |
| Item 2. | ||
| (a) | Name of Person Filing | |
| Merix Bioscience, Inc. | ||
| (b) | Address of Principal Business Office or, if none, Residence
4233 Technology Drive Durham, NC 27704 | |
| (c) | Citizenship
State of Delaware, United States | |
| (d) | Title of Class of Securities
Common Stock | |
| (e) | CUSIP Number
374163103 | |
| 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: | |
| (a) | ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| (e) | ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| Item 4. |
Ownership. | |
| (a) |
Amount beneficially owned:
5,000,000 shares of Common Stock | |
| (b) |
Percent of class:
11.3%1 | |
| (c) |
Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote
5,000,000 | ||
| (ii) Shared power to vote or to direct the vote
0 | ||
| (iii) Sole power to dispose or to direct the disposition of
5,000,000 | ||
| (iv) Shared power to dispose or to direct the disposition of
0 | ||
| Item 5. |
Ownership of Five Percent or Less of a Class | |
| Inapplicable. | ||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |
| Inapplicable. | ||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |
| Inapplicable. | ||
| Item 8. |
Identification and Classification of Members of the Group | |
| . |
Inapplicable. | |
| Item 9. |
Notice of Dissolution of Group | |
| Inapplicable. | ||
1Based on 39,316,742 shares of Common Stock issued and outstanding as of December 31, 2003 as reported by the Issuer on its most recent filing on Form 10-K, plus the 5,000,000 shares of Common Stock issued by the Issuer to Merix Bioscience, Inc., on March 6, 2004, for a total of 44,316,742 shares of Common Stock.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 16, 2004
| Merix Bioscience, Inc. | ||
| By: | /s/ Timothy Trost | |
| Timothy Trost, Chief Financial Officer | ||