SEC Comment Letter for GERON CORP (GERN) (CIK 0000886744) (GERN) — Aug 31, 2005
GERON CORP (GERN) (CIK 0000886744)
Date: Aug. 31, 2005 · CIK: 0000886744 · Accession: 0000000000-05-045363
AI Filing Summary & Sentiment
File numbers found in text: 333-127816
Letter
Mail Stop 6010 August 31, 2005 Thomas B. Okarma President and Chief Executive Officer Geron Corporation 230 Constitution Drive Menlo Park, California 94025
RE: Geron Corporation Form S-3 filed August 24, 2005 Registration No. 333-127816
Dear Mr. Okarma:
This is to advise you that we are not conducting a full review of the Form S-1 filed by Geron Corporation (the "Company") on August 24, 2005. However, we will be monitoring for resolution of all issues in connection with pending confidential treatment requests filed by the company. All outstanding issues on the confidential treatment request must be resolved before we will grant any request for acceleration on the Form S-3.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: ? should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
As appropriate, please amend your filing in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation.
Any comments or questions may be directed to Zafar Hasan at (202) 551-3653 or to me at (202) 551-3715.
Sincerely,
Jeffrey Riedler
Assistant Director
Show Raw Text
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<TEXT>
Mail Stop 6010 August 31, 2005
Thomas B. Okarma
President and Chief Executive Officer
Geron Corporation
230 Constitution Drive
Menlo Park, California 94025
RE: Geron Corporation
Form S-3 filed August 24, 2005
Registration No. 333-127816
Dear Mr. Okarma:
This is to advise you that we are not conducting a full
review
of the Form S-1 filed by Geron Corporation (the "Company") on
August
24, 2005. However, we will be monitoring for resolution of all
issues in connection with pending confidential treatment requests
filed by the company. All outstanding issues on the confidential
treatment request must be resolved before we will grant any
request
for acceleration on the Form S-3.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
As appropriate, please amend your filing in response to
these
comments. If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.
Any comments or questions may be directed to Zafar Hasan at
(202) 551-3653 or to me at (202) 551-3715.
Sincerely,
Jeffrey Riedler
Assistant Director
CC: Alan Mendelson
Latham & Watkins
135 Commonwealth Drive
Menlo Park, California 94025
+1(650) 463-2600 Fax
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