-------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2004 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) Item 5. Other Events. On April 28, 2004, Geron Corporation, a Delaware corporation (the "Company"), announced that Kirin Brewery Co., Ltd. has filed a lawsuit against Geron in the U.S. District Court for the Northern District of California. The lawsuit alleges interference with contract and interference with Kirin's prospective business advantage in connection with Geron's recent acquisition of rights from Merix Bioscience, Inc. for the development of cancer vaccines. The Company's press release announcing the lawsuit is filed as an exhibit to this Current Report on Form 8-K. The summary description of the lawsuit and the press release are qualified in their entirety by reference to the document filed as an exhibit hereto. Item 7. Exhibits. Exhibits 99.1 Press release dated April 28, 2004 2 SIGNATURE 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: April 28, 2004 By: /s/ William D. Stempel ---------------------------------- Name: William D. Stempel Title: Vice President and General Counsel EXHIBIT INDEX Exhibits 99.1 Press release dated April 28, 2004 3