Item 8.01. Other Events.

On February 12, 2009, Geron Corporation (the "Company") entered into an underwriting agreement with UBS Securities LLC and Lazard Capital Markets LLC related to the public offering of 7,250,000 shares of the Company's common stock, par value $0.001 per share. The price to the public in this offering is $6.60 per share. The underwriting agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference, and the description of the terms of the underwriting agreement is qualified in its entirety by reference to such exhibit.