New BOD representation

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Hoosier Investor
Posts: 4
Joined: Thu Jun 18, 2020 5:48 pm

New BOD representation

Post by Hoosier Investor » Mon Jul 13, 2020 2:01 am

I’m hoping one or both of our new investors with over 10 percent ownership will be able to get seats on the BOD. I think it would be good to have someone on the board who represents a meaningful financial stake in the company.

biopearl123
Posts: 409
Joined: Fri Jul 20, 2018 5:13 pm

Re: New BOD representation

Post by biopearl123 » Mon Jul 13, 2020 7:39 pm

Is the ownership not limited to under 10% for each entity? Not sure if any one investor has the firepower to command a board seat but if they do, they would almost certainly try to monetize sooner. For us old guys that might be good but the full potential of the company might not be realized if a take over or less advantageous partnership occurs too soon. Best Regards, bp

CKTC
Posts: 10
Joined: Sun May 31, 2020 4:26 am

Re: New BOD representation

Post by CKTC » Tue Jul 14, 2020 8:47 pm

The way the recent offering was structured, there was a limitation on exercise preventing any of the participating investors from beneficially owning in excess of 9.99% of the number of shares of Geron’s common stock outstanding – including warrants, which all three of the buyers below exercised fully. So here’s how it ended up for the three who purchased the most shares, and who are now Geron’s largest three shareholders (unless shares were offloaded after the filing in early June).

EcoR1 Capital
28,846,154 shares
9.2942% ownership

Great Point Partners
23,097,117 shares
7.4419% ownership

Growth Equity Opportunities 17 (New Enterprise Associates)
20,192,307 shares
6.5060% ownership

biopearl123
Posts: 409
Joined: Fri Jul 20, 2018 5:13 pm

Re: New BOD representation

Post by biopearl123 » Wed Jul 15, 2020 2:47 am

Thank you CKTC for clarification. Does this arrangement "protect" the board's current composition and guard against a large investor's potential influence on decision making? These recent investors are pretty big hitters and to HI's point would likely wish to influence the company's direction. bp

CKTC
Posts: 10
Joined: Sun May 31, 2020 4:26 am

Re: New BOD representation

Post by CKTC » Wed Jul 15, 2020 4:00 am

These types of purchase limitations in secondary offerings prevent any one investor from securing too much influence – at a discount. An investor can always go into the open market and acquire enough shares at market price to challenge management.

I’m sure these investors would, as you say, wish to influence the company’s direction - if they plan on holding their shares.

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