What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-07 · 395 added, 528 removed, 238 unchanged (80% of the section changed)

3 unchanged sentences

(IN THOUSANDS)

SEPTEMBER 30,

2025 DECEMBER 31,

Current assets:

4 unchanged sentences

Interest and other receivables 2,817 2,853

Inventory 56,222 38,714

Prepaid expenses and other current assets 6,822 5,053

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Deposits and other assets 4,035 4,079

$ 562,450 $ 593,781

LIABILITIES AND STOCKHOLDERS' EQUITY

3 unchanged sentences

Operating lease liabilities 981 974

Liability related to sale of future royalties

15,532 20,372

Accrued liabilities 28,886 35,549

1 unchanged sentence

Noncurrent operating lease liabilities 2,069 2,266

Noncurrent liability related to sale of future royalties

110,381 104,421

Noncurrent debt 118,728 118,476

1 unchanged sentence

Stockholders' equity:

Common stock 637 606

Additional paid-in capital 2,059,473 2,051,794

2 unchanged sentences

Total stockholders' equity 268,238 280,320

$ 562,450 $ 593,781

See accompanying notes.

3 unchanged sentences

THREE MONTHS ENDED

NINE MONTHS ENDED

SEPTEMBER 30,

Product revenue, net $ 39,436 $ —

Royalties 167 304

Total revenues $ 39,603 $ 304

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Other income and (expense), net ( 83 ) ( 62 )

Basic and diluted net loss per share

Shares used in computing

Net loss $ ( 19,835 ) $ ( 55,390 )

Basic and diluted net loss per share $ ( 0.03 ) $ ( 0.09 )

Shares used in computing basic and diluted net loss per share 665,905,469 603,493,451

See accompanying notes.

3 unchanged sentences

THREE MONTHS ENDED

NINE MONTHS ENDED

SEPTEMBER 30,

Net loss $ ( 19,835 ) $ ( 55,390 )

Net unrealized gain/(loss) on marketable securities 55 ( 448 )

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GERON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS O F STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Gain (Loss) Total

Stockholders'

Shares Amount

Balance at December 31, 2024 606,387,666 $ 606 $ 2,051,794 $ ( 1,772,341 ) $ 261 $ 280,320

Net loss — — — ( 19,835 ) — ( 19,835 )

Other comprehensive loss — — — — 55 55

Foreign currency translation

Issuances of common stock and

pre-funded warrant to purchase

common stock in public

offering, net of issuance

costs of $ 9,000

Issuances of common stock in

connection with exercise of

Issuances of common stock

under equity plans

Stock-based compensation related to

issuances of common stock and

options for services

Stock-based compensation for

equity-based awards to

employees and directors

Foreign currency translation adjustment — — — — ( 12 ) ( 12 )

Exercise of Pre-Funded Warrant 30,369,830 31 — — — 31

Issuances of common stock under equity plans 155,349 256 — — 256

Stock-based compensation related to issuances of common stock and options for services 4,913 — 15 — — 15

Stock-based compensation for equity-based awards to employees and directors — — 7,408 — — 7,408

Balance at March 31, 2025 636,917,758 $ 637 $ 2,059,473 $ ( 1,792,176 ) $ 304 $ 268,238

Other comprehensive loss

Foreign currency translation

Offering expenses

Issuances of common stock in

connection with exercise of

Stock-based compensation related

to issuances of common stock

and options in exchange

Issuances of common stock

under equity plans

Stock-based compensation for

equity-based awards to

employees and directors

Employee stock purchases

Balance at June 30, 2024

Other comprehensive income

Foreign currency translation

Issuance of common stock in

connection with exercise of

Stock-based compensation related

to issuance of common stock

and options in exchange

Issuance of common stock

under equity plans

Stock-based compensation for

equity-based awards to

employees and directors

Balance at September 30, 2024

GERON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Gain (Loss) Total

Stockholders'

Shares Amount

Balance at December 31, 2023 544,912,215 $ 545 $ 1,844,988 $ ( 1,597,769 ) $ 185 $ 247,949

Net loss — — — ( 55,390 ) — ( 55,390 )

Other comprehensive income — — — — ( 448 ) ( 448 )

Foreign currency translation

Issuance of common stock and

pre-funded warrant to purchase

common stock in public

offering, net of issuance

costs of $ 14,507

Issuance of common stock in

connection with exercise of

Stock-based compensation related

to issuance of common stock

and options in exchange

Issuance of common stock

under equity plans

Stock-based compensation for

equity-based awards to

employees and directors

Foreign currency translation adjustment — — — — ( 10 ) ( 10 )

Issuance of common stock and pre-funded warrant to purchase common stock in public offering, net of issuance costs of $ 9,000

41,999,998 42 140,958 — — 141,000

Issuance of common stock in connection with exercise of warrants 37,640 — 49 — — 49

Stock-based compensation related to issuance of common stock and options in exchange for services 4,211,493 4 6,745 — — 6,749

Issuance of common stock under equity plans 2,462 — 92 — — 92

Stock-based compensation for equity-based awards to employees and directors — — 4,877 — — 4,877

Balance at March 31, 2024 591,163,808 $ 591 $ 1,997,709 $ ( 1,653,159 ) $ ( 273 ) $ 344,868

Other comprehensive loss

Foreign currency translation

Issuance of common stock in

connection with exercise of

Stock-based compensation related

to issuances of common stock

and options in exchange

Issuance of common stock

under equity plans

Stock-based compensation for

equity-based awards to

employees and directors

Balance at June 30, 2023

Other comprehensive loss

Foreign currency translation

Stock-based compensation

related to issuance of common

stock and options in exchange

Issuance of common stock in

connection with exercise of

Issuances of common stock

under equity plans

Stock-based compensation for

equity-based awards to

employees and directors

Balance at September 30, 2023

See accompanying notes.

2 unchanged sentences

(IN THOUSANDS)

NINE MONTHS ENDED

SEPTEMBER 30,

THREE MONTHS ENDED

Cash flows from operating activities:

Net loss $ ( 19,835 ) $ ( 55,390 )

Adjustments to reconcile net loss to net cash used in operating activities:

2 unchanged sentences

Amortization of debt issuance costs/debt discounts 253 802

Non-cash interest expense on liabilities for sales of future royalties 4,801 —

Payment on Royalty agreement ( 3,682 ) —

Stock-based compensation for services by non-employees 15 92

1 unchanged sentence

Amortization of right-of-use assets 177 164

Increase in allowance for doubtful accounts 131 —

Changes in assets and liabilities:

Inventory ( 17,508 ) —

Accounts receivable, net 4,649 —

6 unchanged sentences

Proceeds from maturities of marketable securities 98,884 100,440

Net cash used in investing activities

Net cash provided by investing activities 52,439 34,207

Cash flows from financing activities:

Proceeds from issuances of common stock from equity plans 256 6,749

Proceeds from issuance of common stock from offering

and pre-funded warrant, net of paid issuance costs

Proceeds from issuance of common stock from offering and pre-funded warrant, net of paid issuance costs — 141,000

Proceeds from exercise of warrants — 49

Proceeds from employee stock purchase plan

Net cash provided by financing activities 256 147,798

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MARCH 31, 2025

BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION, USE OF ESTIMATES AND RECENT ACCOUNTING PRONOUNCEMENTS

Basis of Presentation

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Accordingly, they do not include all of the information and footnotes required by United States, or U.S., generally accepted accounting principles, or GAAP, for complete financial statements.

In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any other period.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other period.

These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements for each of the three years ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024, or the 2024 Form 10-K.

1 unchanged sentence

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Geron Corporation and its wholly-owned subsidiaries, Geron UK and Geron Netherlands.

The unaudited condensed consolidated financial statements include the accounts of Geron Corporation and its wholly-owned subsidiaries, Geron UK and Geron Netherlands.

For Geron UK and Geron Netherlands, we have eliminated intercompany accounts and transactions.

2 unchanged sentences

The resultant translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, on our condensed consolidated balance sheets.

Net Loss Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the periods presented without consideration of potential common shares.

In connection with previous public offerings, we issued pre-funded warrants to purchase shares of our common stock.

These pre-funded warrants are exercisable immediately at an exercise price of $ 0.001 per share each, and as of September 30, 2024, none of these pre-funded warrants have been exercised.

These pre-funded warrants, which represent an aggregate of 59,433,145 shares of common stock, have been included in the computation of basic net loss per share, since their exercise price is negligible and they may be exercised at any time.

Diluted net income per share would be calculated by adjusting the weighted-average number of shares of common stock outstanding for the dilutive effect of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued, as determined using the treasury-stock method.

Potential dilutive securities consist of outstanding stock options and warrants to purchase our common stock.

Diluted net loss per share excludes potential dilutive securities for all periods presented as their effect would be anti-dilutive.

Accordingly, basic and diluted net loss per share is the same for all periods presented in the accompanying condensed consolidated statements of operations.

Since we incurred a net loss for the three and nine months ended September 30, 2024 and 2023, the diluted net loss per share calculation excludes potential dilutive securities of 76,588,779 and 77,651,673 , respectively, related to outstanding stock options and warrants as their effect would have been anti-dilutive.

Use of Estimates

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S.

The preparation of financial statements in conformity with U.S.

GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

On an ongoing basis, we evaluate our estimates, including those related to accrued liabilities, revenue recognition, fair value of marketable securities, operating leases, right-of-use assets, lease liabilities, income taxes, and stock-based compensation.

On an ongoing basis, we evaluate our estimates, including those related to accrued liabilities, revenue recognition, fair value of marketable securities and equity investments, operating leases, right-of-use assets, lease liabilities, income taxes, and stock-based compensation.

We base our estimates on historical experience and on various other market specific and relevant assumptions that we believe to be reasonable under the circumstances.

Actual results could differ from those estimates.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Accounts Receivable

In general, accounts receivable consists of amounts due from customers, net of customer allowances for cash discounts, product returns, and chargebacks.

Accounts receivable are stated net of an allowance that reflects our current estimate of credit losses expected to occur over the life of the receivable.

In developing our allowance for expected credit losses, we use assumptions to capture the risk of loss, even if remote, based on a number of factors including existing contractual payment terms, individual customer circumstances, historical payment patterns of our customers, a review of the local economic environment and its potential impact on expected future customer payment patterns .

The payment terms on our trade receivables are relatively short.

As a result, our collection risk is mitigated to a certain extent by the fact that sales are collected in a relatively short period of time, allowing for the ability to reduce exposure on defaults if collection issues are identified .

We update our allowance as necessary to reflect expected credit losses over the remaining lives of the accounts receivable for outstanding trade receivables that are past due, have known disputes or have experienced any negative credit events that may result in future collectability issues.

We do not currently expect our current or future exposures to credit losses to have a significant impact on us.

The estimated allowance for expected credit losses was not material as of September 30, 2024 , nor were the changes to the allowance during any of the periods presented.

Inventory is recorded at the lower of cost or net realized value, with cost determined under the weighted average method.

Inventory costs include third-party contract manufacturing, third-party packaging services, freight, salaries, wages and stock-based compensation for personnel involved in the manufacturing process, and indirect overhead costs.

We periodically review our inventories to identify obsolete, slow moving, excess or otherwise unsaleable items.

If obsolete, slow moving, excess or unsaleable items are observed and there are no alternate uses for the inventory, we record a write-down to net realizable value.

The determination of net realizable value requires judgment including consideration of many factors, such as estimates of future product demand, product net selling prices, current and future market conditions and potential product obsolescence, among others.

Prior to regulatory approval, we expensed costs associated with the manufacture of a product candidate to research and development expense unless we are reasonably certain such costs have future commercial use and net realizable value.

Since we consider attaining regulatory approval of a product candidate to be highly uncertain and difficult to predict, we expect only in rare instances that pre-launch inventory will be capitalized, if at all.

We began capitalizing inventory related to RYTELO in the quarter ended June 30, 2024, as we received approval of RYTELO on June 6, 2024, and the related costs were expected to be recoverable through the commercialization of RYTELO.

Cost of Goods Sold

Cost of goods sold includes the cost of producing and distributing inventories that are related to product revenue during the respective period, including salary related and stock-based compensation expense for employees involved with production and distribution, freight, and indirect overhead costs.

Cost of goods sold may also include costs related to excess or obsolete inventory adjustment charges, abnormal costs, unabsorbed manufacturing and overhead costs, and manufacturing variances.

For the three and nine months ended September 30, 2024 , other than packaging costs, substantially all of our RYTELO inventory sold had a zero-cost basis as it was recorded as research and development expenses prior to the FDA’s approval.

Fair Value of Financial Instruments

Cash Equivalents and Marketable Securities

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

We are subject to credit risk related to our cash equivalents and marketable securities.

Our marketable debt securities include U.S.

Treasury securities, government-sponsored enterprise securities, commercial paper and corporate notes.

We classify our marketable debt securities as available for sale.

We record available-for-sale debt securities at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in stockholders’ equity.

Realized gains and losses are included in interest income and are derived using the specific identification method for determining the cost of securities sold and have been insignificant to date.

Dividend and interest income are recognized when earned and included in interest income on our condensed consolidated statements of operations.

See Note 4 on Fair Value Measurements.

At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present.

Operating leases are included in operating leases, right-of-use assets and lease liabilities on our condensed consolidated balance sheets.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities

Summary of Significant Accounting Policies

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2025 are consistent with those discussed in Note 1 to the consolidated financial statements in the 2024 Form 10-K.

Recent Accounting Pronouncements

New Accounting Pronouncements – Issued But Not Yet Adopted

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

represent our obligation to make lease payments arising from the lease.

Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of remaining lease payments over the expected lease term.

The present value of remaining lease payments within the 12 months following the balance sheet date are classified as current lease liabilities.

The present value of lease payments not within the 12 months following the balance sheet date are classified as noncurrent lease liabilities.

The interest rate implicit in lease contracts is typically not readily determinable.

As such, to calculate the net present value of lease payments, we apply our incremental borrowing rate, which is the estimated rate to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment as of the lease commencement date.

We may adjust the right-of-use assets for certain adjustments, such as initial direct costs paid or incentives received.

In addition, we include any options to extend or terminate the lease in the expected lease term when it is reasonably certain that we will exercise any such option.

Lease expense is recognized on a straight-line basis over the expected lease term.

For lease agreements entered into after January 1, 2019 that include lease and non-lease components, such components are generally accounted for separately.

We have also elected not to recognize on our condensed consolidated balance sheets leases with terms of one year or less.

Debt Issuance Costs and Debt Discounts

Debt issuance costs include legal fees, accounting fees, and other direct costs incurred in connection with the execution of our debt financing.

Debt discounts represent costs paid to the lenders.

Debt issuance costs and debt discounts are deducted from the carrying amount of the debt liability and are amortized to interest expense over the term of the related debt using the effective interest method.

MARCH 31, 2025

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The amendments in ASU 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement.

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

We are evaluating the impact of this ASU on our condensed consolidated financial statements.

Other recent accounting pronouncements issued by the FASB are not believed by management to have a material impact on our financial statements.

REVENUE RECOGNITION

We recognize revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers , or Topic 606.

In determining the appropriate amount and timing of revenue to be recognized under this guidance, we perform the following five steps:

(i) identify the contract(s) with our customer;

(ii) identify the promised goods or services in the agreement and determine whether they are performance obligations, based on whether they are capable of being distinct and distinct in the context of the agreement;

(iii) determine the transaction price, including the constraint on variable consideration;

(iv) allocate the transaction price to the performance obligations based on stand-alone selling prices;

and (v) recognize revenue when (or as) we satisfy each performance obligation.

We recognize shipping and handling costs as an expense in cost of goods sold when we transfer control to a customer.

A performance obligation is a promise in an agreement to transfer a distinct good or service to the customer and is the unit of account in Topic 606.

Significant management judgment is required to determine the level of effort required and the period over which completion of the performance obligations is expected under an agreement.

If reasonable estimates regarding when performance obligations are either complete or substantially complete cannot be made, then revenue recognition is deferred until a reasonable estimate can be made.

Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method.

We allocate the total transaction price to each performance obligation based on the estimated relative stand-alone selling prices of the promised goods or services underlying each performance obligation.

Estimated selling prices for license rights are calculated using an income approach model and include the following key assumptions, judgments and estimates:

the development timeline, revenue forecast, commercialization expenses, discount rate and probabilities of technical and regulatory success.

We distribute RYTELO in the U.S.

through third party distributors and specialty pharmacies who are our customers.

The third party distributors subsequently resell our product through their related specialty pharmacy providers to patients and health care providers.

Separately, we have or may enter into payment arrangements with various third-party payers including pharmacy benefit managers, private healthcare insurers and government healthcare programs who provide coverage and reimbursement for our product that have been prescribed to a patient.

The following is a description of the principal activities from which we generate revenue.

License fees and royalty revenue primarily represent amounts earned under agreements that out-license our technology to various companies.

To date, our only source of product revenue has been from the U.S.

sales of RYTELO, which we began shipping to our customers in June 2024.

See Note 2 Revenue Recognition.

Net Product Revenues

Our net product revenues are recognized, net of variable consideration related to certain allowances and accruals, at the time our customers obtain control of our product, which is generally upon delivery to our customers.

We use the expected value method, which

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

is the sum of probability-weighted amounts in a range of possible consideration amounts to estimate variable consideration and consideration payable to parties other than our customers related to our product sales.

We record reserves, based on contractual terms, for components related to product sold during the reporting period, as well as our estimate of product that remains in the distribution channel inventory at the end of the reporting period that we expect will be sold to qualified healthcare providers.

On a quarterly basis, we update our estimates and record any needed adjustments in the period we identify the adjustments.

We sell RYTELO to our customers at wholesale acquisition cost, and calculate product revenue from RYTELO sales, net of variable consideration and consideration payable to parties other than our customers.

Variable consideration and consideration payable to parties other than our customers consists of estimates related to the following categories:

Other Allowances

We pay fees for distribution services, such as fees for certain data that customers provide to us.

We estimate our customers will earn these fees and deduct these fees from gross product revenues and accounts receivable at the time we recognize the related revenues.

Discounts for Prompt Payment

We provide for prompt payment discounts to our customers, which are recorded as a reduction in gross product revenue in the same period that the related product revenue is recognized.

Product Returns

We offer customers the right to return products if they are damaged, defective, or expired, as defined in customer agreements.

We estimate product returns considering experience from similar products in the market, historical return patterns, sales data, and inventory levels in the distribution channel.

These estimates are recorded as a reduction in gross product revenue at the time of sale.

Once products are returned, they are destroyed;

we do not record a right of return asset.

Chargebacks occur when our contracted customers, mainly federal agencies that can purchase off the Federal Supply Schedule and Public Health Service 340B covered entities, buy directly from our distributors and wholesalers at discounted prices.

The distributors and wholesalers then charge us the difference between their purchase price and the discounted price.

We estimate chargebacks considering the terms of the applicable arrangement and our visibility regarding utilization.

These chargebacks are recorded in the same period as the related revenue, reducing our net product revenue and receivables.

We typically issue credits for these amounts within a few weeks of notification.

Government Rebates

We are subject to discount obligations under government programs.

Reserves for rebates payable under these government programs are recorded in the same period as gross product revenue, reducing our gross product revenue and creating a liability in accrued liabilities.

Major rebates include those from the Medicare and Medicaid programs.

Estimates for rebates are made considering statutory discount rates and expected utilization.

These estimates are updated each period with actual claims and other current information, taking into account historical data, comparable products and other considerations.

Co-payment Assistance

We offer co-payment assistance to patients with commercial insurance that have coverage and reside in states that allow co-payment assistance.

We estimate the average co-payment assistance amounts for our products based on expected customer demographics and record any such amounts within accrued expenses and a reduction to product revenue.

License Agreements

In connection with the divestiture of Geron’s human embryonic stem cell assets, including intellectual property and proprietary technology, to Lineage Cell Therapeutics, Inc.

(formerly BioTime, Inc.

which acquired Asterias Biotherapeutics, Inc.) in 2013, we are entitled to receive royalties on sales of certain research or commercial products utilizing Geron’s divested intellectual property.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

For agreements with sales-based royalties, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (a) when the related sales occur, or (b) when the performance obligation, to which some or all of the royalty has been allocated, has been satisfied (or partially satisfied).

At each reporting date, we estimate the sales incurred by each licensee during the reporting period based on historical experience and accrue the associated royalty amount.

Restricted Cash

Restricted cash consists of funds maintained in separate money market or certificate of deposit accounts for credit card purchases.

Research and Development Expenses

Research and development expenses currently consist of expenses incurred in developing and testing imetelstat and research related to potential next generation telomerase inhibitors.

These expenses include, but are not limited to, payroll and personnel expense, lab supplies, non-clinical studies, clinical trials, including support for investigator-led clinical trials, raw materials to manufacture clinical trial drugs, manufacturing costs for research and clinical trial materials, sponsored research at other labs, consulting, costs to maintain technology licenses and research-related overhead.

Our current imetelstat clinical trials are being supported by contract research organizations, or CROs, and other vendors.

We accrue expenses for clinical trial activities performed and managed by CROs based upon the amount of work completed on each trial.

Expenses are recorded based on contracted amounts agreed to with our CROs and through monthly reporting provided by CROs.

We monitor activities conducted and managed by the CROs to the extent possible through internal reviews, review of contractual terms and correspondence with CROs.

We record expense on the best information available at the time.

However, additional information may become available to us which may require adjustments to research and development expenses in future periods.

Depreciation and Amortization

We record property and equipment at cost and calculate depreciation using the straight-line method over the estimated useful lives of the assets, generally four years .

Leasehold improvements are amortized over the shorter of the estimated useful life or remaining term of the lease.

Stock-Based Compensation

We maintain various stock incentive plans under which stock options and restricted stock awards can be granted to employees, non-employee directors and consultants.

We also have an employee stock purchase plan for all eligible employees.

We recognize stock-based compensation expense based on grant-date fair values of service-based stock options on a straight-line basis over the requisite service period, which is generally the vesting period.

For performance-based stock options with vesting based on the achievement of certain strategic milestones, stock-based compensation expense is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable.

If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all.

If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of the change.

The determination of grant-date fair values for our service-based and performance-based stock options and employee stock purchases using the Black-Scholes option‑pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables.

The grant-date fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant.

We evaluate whether an adjustment to the assumptions of fair value of our common stock and historical volatility are required if observed prices of our common stock materially differ from historical information.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The following table summarizes the stock-based compensation expense included in operating expenses on our condensed consolidated statements of operations related to stock options and employee stock purchases for the three and nine months ended September 30, 2024 and 2023, which was allocated as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

Research and development

Selling, general and administrative

Total stock-based compensation expense

Stock-based compensation of $ 0.3 million and $ 0.4 million was capitalized to inventory for the three and nine months ended September 30, 2024, respectively.

As stock-based compensation expense recognized in our condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, but at a minimum, reflects the grant-date fair value of those awards that actually vested in the period.

Forfeitures have been estimated at the time of grant based on historical data and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

We have recognized stock-based compensation expense for the achievement of a milestone achieved upon FDA approval of RYTELO on our condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023.

Stock Options

We grant service-based and performance-based stock options under our equity plans to employees, non-employee directors and consultants.

The service-based vesting period for employee stock options is generally four years from the date of the stock option grant.

Performance-based stock options vest upon the achievement of specified strategic milestones.

The fair value of service-based stock options granted during the nine months ended September 30, 2024 and 2023 has been estimated at the date of grant using the Black- Scholes option-pricing model with the following assumptions:

Nine Months Ended September 30,

Dividend yield

Expected volatility range

82.94 % to 86.68 %

81.53 % to 82.12 %

Risk-free interest rate range

3.53 % to 4.62 %

3.42 % to 4.62 %

Expected term

Employee Stock Purchase Plan

The fair value of employees’ stock purchase rights during the nine months ended September 30, 2024 and 2023 has been estimated using the Black-Scholes option-pricing model with the following assumptions:

Nine Months Ended September 30,

Dividend yield

Expected volatility range

72.08 % to 119 %

79.05 % to 83.22 %

Risk-free interest rate range

4.79 % to 5.37 %

4.73 % to 5.40 %

Expected term range

6 months to 12 months

Dividend yield is based on historical cash dividend payments and Geron has paid no cash dividends to date.

The expected volatility range is based on historical volatilities of our stock, since traded options on Geron common stock do not correspond to option terms and the trading volume of options is limited.

The risk-free interest rate range is based on the U.S.

Zero Coupon Treasury Strip Yields for the expected term in effect on the date of grant for an award.

The expected term of stock options is derived from actual historical exercise and post-vesting cancellation data and represents the period of time that stock options granted are expected to be outstanding.

The expected term of employees’ stock purchase rights is equal to the purchase period.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Non-Employee Stock-Based Awards

We measure share-based payments to non-employees based on the grant-date fair value of the equity awards.

We recognize stock-based compensation expense for the fair value of the vested portion of non-employee stock-based awards on our condensed consolidated statements of operations.

Segment Information

Our executive management team represents our chief decision maker.

We view our operations as a single segment, the development and commercialization of therapeutic products for oncology.

As a result, the financial information disclosed herein materially represents all of the financial information related to our principal operating segment.

Recent Accounting Pronouncements

New Accounting Pronouncements – Recently Adopted

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , or ASU 2020-06.

The key elements of ASU 2020-06 aim to reduce unnecessary complexity in GAAP for certain financial instruments with characteristics of liabilities and equity.

In addressing the complexity, the FASB focused on amending the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity.

For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock.

For contracts in an entity’s own equity, the FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity.

The FASB also decided to improve and amend the related earnings per share guidance.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities that are not smaller reporting companies.

For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

We adopted ASU 2020-06 as of January 1, 2024 and it did not have a material impact on our condensed consolidated financial statements.

New Accounting Pronouncements – Issued But Not Yet Adopted

In March 2024, the FASB issued ASU 2024-01, Accounting for Application of Profits Interest and Similar Awards , or ASU 2024-01.

The key elements of ASU 2024-01 aim to account for profit interest awards as compensation to employees or nonemployees in return for goods and services effective for annual periods beginning after December 15, 2024 and interim periods with those annual periods.

We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on our condensed consolidated financial statements.

REVENUE RECOGNITON

Net Product Revenue

1 unchanged sentence

sales of RYTELO, which we began shipping to our customers in June 2024.

The reconciliation of gross product sales to net product sales by each significant category of gross-to-net adjustments was as follows for the three and nine months ended September 30, 2024 (in thousands):

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

The reconciliation of gross product sales to net product sales by each significant category of gross-to-net adjustments was as follows for the three months ended March 31, 2025 (in thousands):

Three Months Ended March 31, Three Months Ended March 31,

(in thousands)

1 unchanged sentence

Gross-to-net adjustments:

Chargebacks and distributor service fees

Chargebacks, and customer credits ( 5,697 ) —

Government rebates ( 66 ) —

2 unchanged sentences

Net product revenue $ 39,436 $ —

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(1) As of September 30, 2024 approximately $ 1.4 million of estimated gross-to-net accruals have been recorded within accounts payable and accrued expenses on the condensed consolidated balance sheets.

All of our inventories are related to the manufacturing of RYTELO.

The following table presents our inventory as of September 30, 2024 (in thousands):

As of September 30, 2024

The following table presents our inventory as of March 31, 2025 (in thousands):

Three Months Ended March 31, As of December 31,

(in thousands)

3 unchanged sentences

Total inventory $ 56,222 $ 38,714

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

FAIR VALUE MEASUREMENTS

Cash Equivalents and Marketable Securities

Cash equivalents, restricted cash and marketable securities by security type at September 30, 2024 were as follows:

(In thousands)

Cash equivalents, restricted cash and marketable securities by security type at March 31, 2025 were as follows:

(In thousands) Amortized

Losses Estimated

Included in cash and cash equivalents:

1 unchanged sentence

Commercial paper 3,980 — ( 1 ) 3,979

$ 55,505 $ — $ ( 1 ) $ 55,504

Restricted cash:

1 unchanged sentence

Certificate of deposit 273 — — 273

$ 1,865 $ — $ — $ 1,865

Marketable securities:

Treasury securities (due in

less than one year)

Government-sponsored enterprise

securities (due in less than one year)

Government-sponsored enterprise securities

(due in one to two years)

Commercial paper (due in less than

Treasury securities (due in less than one year) $ 8,991 $ 15 $ — $ 9,006

Treasury securities (due in 1 to 2 years) 18,678 32 — 18,710

Government-sponsored enterprise securities (due in less than one year) 4,000 — ( 4 ) 3,996

Commercial paper (due in less than one year) 127,931 57 ( 11 ) 127,977

Corporate notes (due in less than one year) 171,965 209 ( 21 ) 172,153

Corporate notes (due in one to two years) 40,030 60 ( 5 ) 40,085

$ 371,595 $ 373 $ ( 41 ) $ 371,927

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Cash equivalents, restricted cash and marketable securities by security type at December 31, 2024 were as follows:

(In thousands)

(In thousands) Amortized

Losses Estimated

Included in cash and cash equivalents:

Money market funds $ 45,215 $ — $ — $ 45,215

Commercial paper 4,978 — ( 1 ) 4,977

$ 50,193 $ — $ ( 1 ) $ 50,192

Restricted cash:

1 unchanged sentence

Certificate of deposit 273 — — 273

$ 1,860 $ — $ — $ 1,860

Marketable securities:

Treasury securities (due in

less than one year)

Treasury securities (due in

one to two years)

Government-sponsored enterprise securities

(due in less than one year)

Government-sponsored enterprise securities

(due in one to two years)

Commercial paper (due in less than

Treasury securities (due in less than one year) $ 7,937 $ 22 $ — $ 7,959

Treasury securities (due in one to two years) 22,620 1 ( 11 ) 22,610

Government-sponsored enterprise securities (due in less than one year) 8,741 7 — 8,748

Commercial paper (due in less than one year) 180,131 150 ( 56 ) 180,225

Corporate notes (due in less than one year) 130,361 284 ( 27 ) 130,618

Corporate notes (due in one to two years) 72,000 6 ( 97 ) 71,909

$ 421,790 $ 470 $ ( 191 ) $ 422,069

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Cash equivalents and marketable securities with unrealized losses that have been in a continuous unrealized loss position for less than 12 months and 12 months or longer at September 30, 2024 and December 31, 2023 were as follows:

Less Than 12 Months

12 Months or Longer

(In thousands)

As of September 30, 2024:

Commercial paper (due in less than

Corporate notes (due in less than

Corporate notes (due in one to

MARCH 31, 2025

Cash equivalents and marketable securities with unrealized losses that have been in a continuous unrealized loss position for less than 12 months and 12 months or longer at March 31, 2025 and December 31, 2024 were as follows:

Less Than 12 Months 12 Months or Longer Total

(In thousands) Estimated

Fair Value Gross

Losses Estimated

Fair Value Gross

Losses Estimated

Fair Value Gross

As of March 31, 2025:

Government-sponsored enterprise securities (due in less than one year) $ 3,996 $ ( 4 ) $ — $ — $ 3,996 $ ( 4 )

Commercial paper (due in less than one year) 40,386 ( 10 ) — — 40,386 ( 10 )

Corporate notes (due in less than one year) 40,062 ( 21 ) 1,998 ( 1 ) 42,060 ( 22 )

Corporate notes (due in one to two years) 3,930 ( 5 ) — — 3,930 ( 5 )

$ 88,374 $ ( 40 ) $ 1,998 $ ( 1 ) $ 90,372 $ ( 41 )

As of December 31, 2024:

Government-sponsored enterprise

securities (due in less than one year)

Commercial paper (due in less than

Corporate notes (due in

less than one year)

Corporate notes (due in

one to two years)

Treasury securities (due in less than one year) $ 18,593 $ ( 10 ) $ — $ — $ 18,593 $ ( 10 )

Commercial paper (due in less than one year) 66,076 ( 56 ) — — 66,076 ( 56 )

Corporate notes (due in less than one year) 31,549 ( 26 ) 1,993 ( 1 ) 33,542 ( 27 )

Corporate notes (due in one to two years) 53,506 ( 98 ) — — 53,506 ( 98 )

$ 169,724 $ ( 190 ) $ 1,993 $ ( 1 ) $ 171,717 $ ( 191 )

The gross unrealized losses related to U.S.

Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of September 30, 2024 and December 31, 2023 were due to changes in interest rates and not credit risk.

Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of March 31, 2025 and December 31, 2024 were due to changes in interest rates and not credit risk.

If an available-for-sale security’s fair value is less than its amortized cost basis, we evaluate whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses.

We have not recorded any allowances for credit losses on our available-for-sale securities for the three and nine months ended September 30, 2024 and 2023 as we have not identified any unrealized losses for these securities attributable to credit factors.

We have not recorded any allowances for credit losses on our available-for-sale securities for the three months ended March 31, 2025 and December 31, 2024 as we have not identified any unrealized losses for these securities attributable to credit factors.

Our exposure to unrealized losses may increase in the future due to the economic pressures or uncertainties associated with macroeconomic or other global economic conditions, including those resulting from inflation, rising interest rates, prospects of a recession, bank failures and other disruptions to financial systems, civil or political unrest, military conflicts, pandemics or other health crises.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

Fair Value on a Recurring Basis

1 unchanged sentence

The categories are as follows:

Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

2 unchanged sentences

Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper, and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Below is a description of the valuation methodologies used for financial instruments measured at fair value on our consolidated balance sheets, including the category for such financial instruments.

Money market funds and certificates of deposit are categorized as Level 1 within the fair value hierarchy as their fair values are based on quoted prices available in active markets.

Commercial paper, U.S.

Treasury securities, municipal securities, government-sponsored enterprise securities and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.

The embedded derivatives are classified within Level 3 of the fair value hierarchy.

See Note 6 on Debt.

Liability Related to the Sale of Future Royalties

We will utilize the prospective method to account for subsequent changes in the estimated future payments to be made to Royalty Pharma and will update the effective interest rate on a quarterly basis.

We determined the fair value of the liability related to the sale of future royalties based on our current estimates of future royalties expected to be paid to Royalty Pharma over the life of the arrangement, which are considered Level 3.

See Note 6 on Debt.

There were no transfers between Level 1, Level 2, and Level 3 during the periods presented.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicates the fair value category assigned.

MARCH 31, 2025

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 and indicates the fair value category assigned.

Fair Value Measurements at Reporting Date Using

1 unchanged sentence

Active Markets for

Significant Other

Identical Assets

Observable Inputs

(In thousands)

As of September 30, 2024:

Identical Assets Significant Other

Observable Inputs Significant

(In thousands) Level 1 Level 2 Level 3 Total

As of March 31, 2025:

Money market funds (1)(2)

$ 53,117 $ — $ — $ 53,117

Certificate of deposit (2)

Treasury securities (3)(4)

Government-sponsored enterprise

securities (3)(4)

— 27,716 — 27,716

Government-sponsored enterprise securities (3)

— 3,997 — 3,997

Commercial paper (3)

— 131,956 — 131,956

Corporate notes (3)(4)

— 212,238 — 212,238

Total $ 53,390 $ 375,907 $ — $ 429,297

As of December 31, 2024:

Money market funds (1)(2)

$ 46,802 $ — $ — $ 46,802

Certificate of deposit (2)

Treasury securities (3)(4)

Government-sponsored enterprise

securities (3)(4)

— 30,570 — 30,570

Government-sponsored enterprise securities (3)

— 8,748 — 8,748

Commercial paper (3)

— 185,201 — 185,201

Corporate notes (3)(4)

— 202,527 — 202,527

Total $ 47,075 $ 427,046 $ — $ 474,121

_______________________________

(1) Included in cash and cash equivalents on our condensed consolidated balance sheets.

2 unchanged sentences

(4) Included in noncurrent portion of marketable securities on our condensed consolidated balance sheets.

We currently place our cash, restricted cash, cash equivalents and marketable securities with multiple institutions in the United States.

Generally, these deposits may be redeemed upon demand and therefore, bear minimal risk.

Deposits with banks may exceed the amount of insurance provided on such deposits.

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and marketable securities.

Cash equivalents and marketable securities currently consist of money market funds, government-sponsored enterprise securities, U.S.

Treasury securities, municipal securities, commercial paper and corporate notes.

Our investment policy, approved by the audit committee of our board of directors, limits the amount we may invest in any one type of investment issuer, thereby reducing credit risk concentrations.

However, we are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents to the extent recorded in our consolidated balance sheets.

We have not experienced any losses in such accounts and we believe that we are not exposed to significant credit risk of our financial position at the depository institutions in which those deposits are held.

As of March 31, 2025 four customers accounted for 100 % of our gross accounts receivable:

McKesson Financial Center, which accounted for 40 % of our gross accounts receivable;

ASD Specialty Healthcare LLC, which accounted for 37 % of our gross accounts receivable;

Cardinal Health

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

Inc., which accounted for 21 % of our gross accounts receivable;

and Sina Drug, which accounted for 2 % of our gross accounts receivable .

ACCRUED LIABILITIES

Accrued liabilities consisted of the following as o f September 30, 2024 and December 31, 2023:

SEPTEMBER 30,

(In thousands)

Accrued liabilities consisted of the following as of March 31, 2025 and December 31, 2024:

(In thousands) MARCH 31,

2025 DECEMBER 31,

CRO and clinical trial costs $ 10,502 $ 18,968

2 unchanged sentences

Interest payable — 2,186

On September 30, 2020, we, Hercules Capital, Inc., or Hercules, and Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N.A.

(as successor to Silicon Valley Bank)), or SVB, entered into a term loan facility, or the Original Loan Agreement, consisting of up to $ 75.0 million aggregate principal amount available to us, as amended in August 2021.

On June 30, 2022, or the Effective Date, we entered into a second amendment to the Original Loan Agreement, or as amended, the Hercules Loan Agreement.

Under the second amendment, the aggregate principal amount available to us increased from $ 75.0 million to $ 125.0 million, with such principal being

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

available in a series of tranches, subject to certain terms and conditions.

On December 14, 2023, we entered into a third amendment to the Hercules Loan Agreement.

As of September 30, 2024, a total of $ 80.0 million had been drawn under the Hercules Loan Agreement.

On the effective date of the second amendment, we paid $ 100,000 as a facility charge that we recognized as a debt discount and are amortizing such cost to interest expense over the life of the loan using the effective interest rate method.

Additional facility charges applied to future drawdowns will be treated similarly.

We also incurred legal fees in connection with the second amendment, which we recognized as debt issuance costs and are amortizing such cost to interest expense over the life of the loan using the effective interest rate method.

Under the third amendment, the aggregate principal amount drawn down and remaining available to us under the Hercules Loan Agreement remained at $ 125.0 million at September 30, 2024, with such principal available in a series of tranches, subject to certain terms and conditions.

The third amendment also provided that (i) the fourth tranche of the Hercules Loan Agreement was increased from $ 10.0 million to $ 30.0 million, (ii) the commitment period for the fifth tranche of the Hercules Loan Agreement of $ 20.0 million, which was made available due to achievement of a regulatory milestone and satisfaction of certain capitalization requirements and was extended through December 15, 2024, (iii) the variable annual interest rate on the outstanding loans was decreased to the greater of:

(x) 9.0 %, or (y) the sum of (A) the Prime Rate (as reported in The Wall Street Journal) minus 4.5 %, plus (B) 9.0 %;

and (iv) the interest only period of the Hercules Loan Agreement was extended from June 30, 2024 through December 31, 2024, due to regulatory approval of RYTELO and satisfaction of certain financial and capitalization requirements.

In connection with the third amendment, on the third amendment effective date, we borrowed and received the entire fourth tranche of the Hercules Loan Agreement in the amount of $ 30.0 million.

After giving effect to such borrowing, the outstanding principal amount under the Hercules Loan Agreement was $ 80.0 million at September 30, 2024.

On the effective date of the third amendment, we paid $ 300,000 as a facility charge that we recognized as a debt discount and are amortizing such cost to interest expense over the life of the loan using the effective interest rate method.

Additional facility charges applied to future drawdowns will be treated similarly.

We also incurred legal fees in connection with the third amendment, which we recognize as debt issuance costs and amortize such cost to interest expense over the life of the loan using the effective interest rate method.

The third amendment of the Hercules Loan Agreement was not substantially different as compared to the Original Loan Agreement, and accordingly, we treated the amendment as a modification of the debt in accordance with ASC 470.

On September 15, 2023, the third tranche of $ 20.0 million of the Hercules Loan Agreement expired and was no longer available for us, but was added to the fourth tranche as part of the third amendment to the Hercules Loan Agreement.

Under the Hercules Loan Agreement as amended, the Hercules Loan Agreement matures on October 1, 2025 , or the Loan Maturity Date, which was extended from April 1, 2025 upon regulatory approval of RYTELO.

The Hercules Loan Agreement bears interest at a floating rate per annum equal to the greater of either (i) 9.0 % or (ii) the sum of (A) the Prime Rate (as reported in The Wall Street Journal) minus 4.5 %, plus (B) 9.0 % ( 12.5 % as of September 30, 2024).

The interest only period of the Hercules Loan Agreement was extended from June 30, 2024 through December 31, 2024.

due to regulatory approval of RYTELO and satisfaction of certain financial and capitalization requirements.

Following the expiration of the interest-only period, we are required to repay the Hercules Loan Agreement in equal monthly amortization payments of principal and interest until the Loan Maturity Date.

Upon full repayment of the Hercules Loan Agreement, we are also obligated to pay an end of term charge in an amount equal to 6.55 % of the amount of the Hercules Loan Agreement actually borrowed.

Such end of term charge is being accrued to interest expense over the term of the Loan Agreement using the effective interest rate method.

At our option, upon at least seven business days’ prior written notice to Hercules, we are able to prepay all or any portion greater than or equal to $ 5.0 million of the outstanding loan by paying the entire principal balance (or portion thereof) and all accrued and unpaid interest.

There was no prepayment charge for prepayments of drawdowns under Tranche 1 or Tranche 2.

Prepayments of drawdowns under Tranche 3, Tranche 4, Tranche 5 or Tranche 6 are subject to a prepayment charge of 1.5 % of the prepayment amount, if the prepayment is made prior to June 30, 2025.

Thereafter, any prepayment of Tranche 3, Tranche 4, Tranche 5 or Tranche 6 is not subject to a prepayment charge.

We were in compliance with the covenants under the Hercules Loan Agreement as of September 30, 2024.

As of September 30, 2024 , the net carrying value of the debt under the Hercules Loan Agreement was $ 83.8 million, which includes the principal amount of $ 80.0 million less net unamortized debt discounts and issuance costs of $ 258,000 plus accrued end of term charge of $4 .1 million.

The carrying value of the debt approximates the fair value as of September 30, 2024.

The debt discounts and debt issuance costs are being amortized to interest expense over the life of the outstanding loan amounts using the effective interest rate method.

Accrued Revenue adjustments

Other 2,185 2,081

$ 28,886 $ 35,549

Pharmakon Loan Agreement

On November 1, 2024, we entered into a loan agreement, or the Pharmakon Loan Agreement, with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, each, a Lender, which are investment funds managed by Pharmakon Advisors, LP, and BioPharma Credit PLC, as collateral agent, that provides for a 5-year senior secured term loan facility of up to $ 250.0 million, divided into three committed tranches:

(i) a Tranche A Loan in an aggregate principal amount of $ 125.0 million, or the Tranche A Loan, which was funded on November 1, 2024, or the Tranche A Closing Date;

(ii) a Tranche B Loan in an aggregate principal amount of $ 75.0 million, or the Tranche B Loan, which is available, subject to certain limited conditions, at our option;

and (iii) a Tranche C Loan in an aggregate principal amount of $ 50.0 million, or the Tranche C Loan, and together with the Tranche A Loan and the Tranche B Loan, collectively, the Term Loans, which is available to us upon reaching a specified trailing twelve-month RYTELO revenue milestone.

The Tranche B Loan and the Tranche C Loan, once available, may be requested on or prior to December 31, 2025.

A portion of the proceeds from the Tranche A Loan were used to repay, in full, all amounts owed under the Hercules Loan Agreement, which was terminated effective November 1, 2024.

The remaining proceeds will be used to fund our general corporate and working capital requirements.

The Term Loans mature on November 1, 2029.

The Term Loans bear interest at a variable rate per annum equal to 5.75 % plus the three-month Secured Overnight Financing Rate, or SOFR, with a SOFR floor of 3.00 %.

As of inception of the Tranche A Loan, the interest rate applicable to the Tranche A Loan was 10.32 %.

Interest is due and payable quarterly on the last day of each quarter with the first payment due on December 31, 2024.

The Pharmakon Loan Agreement requires we pay an amount equal to 2.50 % of the Lenders’ total committed amount to fund the Term Loans, payable with respect to each Term Loan on the funding date of such Term Loan.

We may elect to prepay the Term Loans in part or in whole prior to the Maturity Date with such prepayments being subject to a prepayment premium equal to the principal amount so prepaid multiplied by 3 % if made prior to the 3rd anniversary of the funding date of the applicable Term Loan, 2 % if made on or after the 3rd anniversary of the funding date of the applicable Term Loan but prior to the 4th anniversary of the funding date of the applicable Term Loan, and 1 % if made on or after the 4th anniversary of the funding date of the applicable Term Loan but prior to the Maturity Date.

In addition to the prepayment premium, prepayments of any Term Loan prior to the 2nd anniversary of the funding date of such Term Loan are subject to a make-whole amount equal to the sum of all interest that would have accrued through such 2nd anniversary.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of September 30, 2024 (in thousands):

Remainder of 2024

MARCH 31, 2025

Our obligations under the Pharmakon Loan Agreement are secured by substantially all of our assets, including our intellectual property.

Certain of our subsidiaries may, from time to time after the Tranche A Closing Date, be required to guarantee our obligations under the Pharmakon Loan Agreement and, in connection with such guarantee, pledge substantially all of their assets, including intellectual property, to secure such guarantee.

The Pharmakon Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties.

We are bound by certain affirmative covenants setting forth actions that are required during the term of the Pharmakon Loan Agreement, including, without limitation, certain information delivery requirements, obligations to maintain certain insurance, and certain notice requirements.

There are no financial covenants.

Additionally, we are bound by certain restrictive covenants setting forth actions that are not permitted to be taken during the term of the Pharmakon Loan Agreement, including, without limitation, (i) selling or disposing of assets, (ii) amending, modifying or waiving our rights under material agreements, (iii) consummating change in control transactions unless all amounts becoming due under the Loan Agreement are paid in full immediately upon (and concurrent with) the consummation of any such change in control transaction, (iv) incurring additional indebtedness, (v) incurring non-permitted liens or encumbrance on our or our subsidiaries’ assets, (vi) paying dividends or making any distribution or payment on or redeeming, retiring or purchasing any equity interests, and (vii) making payments on subordinated indebtedness, in each case, subject to specified exceptions.

The Pharmakon Loan Agreement also contains the following events of default:

(i) failure to pay principal, interest and other amounts when due, (ii) the breach of the covenants under the Loan Agreement, (iii) the occurrence of a material adverse change or the occurrence of a withdrawal event in respect of RYTELO, (iv) certain attachments of the credit parties assets and restraints on their business, (v) certain insolvency, liquidation, bankruptcy or similar events, (vi) certain cross-default of third-party indebtedness and royalty revenue contracts, (vii) the failure to pay certain judgements, (viii) material misrepresentations, (ix) the loan documents ceasing to create a valid security interest in a material portion of the collateral, (x) the occurrence of certain ERISA events and (xi) the occurrence of a default under any subordination or intercreditor agreement, in each case subject to the grace periods, cure period and thresholds as specified in the Pharmakon Loan Agreement.

Upon the occurrence and during the continuance of an event of default, the Lenders may, among other things, accelerate our obligations under the Pharmakon Loan Agreement (including all obligations for principal, interest and any applicable make-whole and prepayment premiums);

provided that upon an event of default relating to certain insolvency, liquidation, bankruptcy or similar events, all outstanding obligations will be immediately accelerated.

Future Minimum Payments

The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of March 31, 2025 (in thousands):

2025 $ 12,750

Total $ 186,689

amount representing interest ( 61,690 )

unamortized debt discount and issuance costs ( 6,271 )

unaccrued end of term charge

current portion of debt

Noncurrent portion of debt $ 118,728

Subsequent to September 30, 2024, all obligations outstanding under the Hercules Loan Agreement, amounting to $ 86.5 million, were repaid in full by us in connection with our entry into and funding under a new loan agreement, with BioPharma Credit PLC and the lenders party thereto.

See Note 9 on Subsequent Events in Notes to Condensed Consolidated Financial Statements of this Report for additional information.

Liabilities Related to Sale of Future Royalties

On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma.

Pursuant to the Royalty Pharma Agreement, we received an upfront payment of $ 125.0 million, or the Purchase Price, in exchange for

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

which Royalty Pharma obtained the right, or the Revenue Participation Right, to receive certain amounts calculated as a percentage of future U.S.

net sales of RYTELO for each calendar quarter, or Royalty Payments, during the term contemplated by the Royalty Pharma Agreement.

Specifically, the revenue participation rate commences at 7.75 % for annual U.S.

net sales of up to and equal to $ 500.0 million declining to 1.0 % for annual U.S.

net sales exceeding $ 1.0 billion until the date when the aggregate Royalty Payments equal or exceed 1.65 times the Purchase Price, if this occurs by June 30, 2031 or the date when the aggregate Royalty Payments equal or exceed 2.0 times the Purchase Price.

In addition, we had the option to repurchase all of the Revenue Participation Right from Royalty Pharma for a purchase price of equal to the Buy-Out-Payment, as defined below, if we entered into a definitive agreement to consummate a change of control, or Buy-Back Option.

“Buy-Out Payment” means an amount equal to (a) 1.65 times the Purchase Price minus the aggregate Royalty Payments as of the change of control, if the change of control occurs on or prior to December 31, 2027, or (b) 2.0 times the Purchase Price minus the aggregate Royalty Payments as of the change of control, if the change of control occurs after December 31, 2027.

We accounted for the Royalty Pharma Agreement as a financing liability, primarily because it has significant continuing involvement in generating the future revenue on which the Royalty Payments are based.

The liability related to Revenue Participation Right and the related interest expense are measured based on our current estimate of the timing and amount of expected future Royalty Payments expected to be paid over the estimated term of the Royalty Pharma Agreement The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over the estimated term of the agreement.

We have determined the fair value of the liability related to the sale of future royalties is based on our current estimates of future royalties expected to be paid to Royalty Pharma over the life of the arrangement, which are considered Level 3.

The following table shows the activity within the liability related to sale of future royalties during the three months ended March 31, 2025:

(in thousands) Liability Related to Sale of Future Royalties

Carrying value of liability related to sale of future royalties at December 31, 2024

Interest expense recognized 4,801

Royalty payments ( 3,681 )

Carrying value of liability related to sale of future royalties at March 31, 2025

Embedded Derivatives and Debt Discounts

The conditional exercisable call option related to the event of default is considered to be an embedded derivative which is required to be bifurcated and accounted for as a separate financial instrument.

In the periods presented, the value of the embedded derivative is not material and therefore, no amount has been recognized.

If an event of default becomes more probable than is currently estimated, then the embedded derivative could become material in future periods and would be recognized as a separate financial instrument at that time.

The embedded derivatives are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.

CONTINGENCIES AND UNCERTAINTIES

Legal Proceedings

We are not currently a party to any material pending legal proceedings.

From time to time, we may and have previously been involved in legal proceedings arising in the ordinary course of business, including potential securities lawsuits.

On March 13 and March 14, 2025, we and certain of our current and former officers were named as defendants in two putative securities class action lawsuits, each filed in the United States District Court for the Northern District of California, captioned Debestani v.

Geron Corporation, et al.

3:25-cv-02507-CRB and Potvin v.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

Corporation, et al., No.

3:25-cv-02563-CRB, respectively.

Both lawsuits allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 10b-5 promulgated thereunder in connection with allegedly false and misleading statements concerning the commercial potential of RYTELO.

The plaintiffs allege, among other things, that we overstated RYTELO's commercial potential by making materially false and misleading statements and/or concealing material adverse facts concerning RYTELO's commercial potential, including the lack of awareness among healthcare providers for RYTELO, the burden of monitoring requirements in administering the drug, and the impacts of seasonality and existing competition on RYTELO's sales, and that our stock price dropped when we disclosed in our earnings call on February 26, 2025, that we had observed flat revenue trends over the prior few months.

The plaintiffs seek damages and interest, and an award of reasonable costs, including attorneys' and experts' fees.

On April 15, 2025 and April 16, 2025, three purported stockholders filed derivative complaints, each in the United States District Court for the Northern District of California, captioned Bishop v.

Scarlett, et al ., No.

3:25-cv-03356, Lerner v.

Scarlett, et al.

3:25-cv-03401, and Willis v.

Scarlett, et al ., No:

3:25-cv-03396, respectively.

The three derivative lawsuits name certain of our current and former directors and officers and allege that they breached their fiduciary duties and violated federal securities laws by issuing allegedly false and misleading statements concerning the commercial potential of RYTELO.

The allegations in each of the three derivative complaints are substantially similar to the two aforementioned securities class action lawsuits, which these lawsuits are premised on.

Each of the three plaintiffs seek damages and interest, and an award of reasonable costs, including attorneys' and experts' fees.

The plaintiffs in Bishop v.

Scarlett, et al.

and Willis v.

Scarlett, et al.

also seek punitive damages.

It is possible that additional lawsuits will be filed or allegations made by stockholders with respect to these same or other matters and also naming us and/or our officers and directors as defendants.

We intend to vigorously defend against the claims brought by the plaintiffs in these matters.

Such lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors.

We could be forced to expend significant resources in the defense of any additional lawsuits, and we may not prevail.

The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain.

We could be forced to expend significant resources and may incur substantial legal fees and costs in defending against the pending lawsuits and any other related lawsuits, and we may not prevail.

Monitoring, initiating and defending against legal actions is time-consuming for our management, is likely to be expensive, and may detract from our ability to fully focus our internal resources on our business activities.

We could be forced to expend significant resources in any potential future lawsuits, and we may not prevail in such lawsuits.

Additionally, we may not be successful in having any such lawsuits dismissed or settled within the limits of our insurance coverage.

Expenses associated with any potential future lawsuits could be material to our consolidated financial statements if we do not prevail in the defense of such lawsuits, or even if we do prevail.

We have not established any reserve for any potential liability relating to any potential future lawsuits.

It is possible that we could, in the future, incur judgments or enter into settlements of claims for monetary damages.

Given the early stage of these lawsuits and the inherent uncertainly of litigation, we cannot predict how long it may take to resolve the pending lawsuits or the potential outcome or possible amount of any damages.

As such, we currently are unable to reasonably estimate the possible losses or a range of possible losses that may result from these matters, if any.

Expenses associated with the pending lawsuits and any potential related lawsuits could be material to our consolidated financial statements if we do not prevail in the defense of such lawsuits, or even if we do prevail.

Indemnifications to Officers and Directors

4 unchanged sentences

Since a maximum obligation is not explicitly stated in our bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated.

Severance Plan

We have adopted two severance plans that apply to all of our employees who are not subject to performance improvement plans, one plan covering employees above the Vice President level, i.e., executives, and all other employees hired before January 1, 2022, and the other plan covering all non-executive employees hired on or after January 1, 2022.

The severance plans provide for, among other benefits:

(i) a severance payment upon a Change of Control Triggering Event and Separation from Service and (ii) a severance payment for each non‑executive employee upon a Non‑Change of Control Triggering Event and Separation from Service.

As defined in the severance plans, a Change of Control Triggering Event and Separation from Service requires a “double trigger” where:

(i) an employee is terminated by us without cause in connection with a change of control or within 12 months following a change of control provided, however, that if an employee is terminated by us in connection with a change of control but immediately accepts employment with our successor or acquirer, the employee will not be eligible for the benefits outlined in the plans, (ii) an employee resigns because in connection with a change of control, the offered terms of employment (new or continuing) by us or our successor or acquirer within 30 days after the change of control results in a material change in the terms of employment, or (iii) after accepting (or continuing) employment with us after a change of control, an employee resigns within 12 months following a change of control due to a material change in the terms of employment.

Under the severance plans, a Non‑Change of Control Triggering Event and Separation

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

from Service is defined as an event where an employee is terminated by us without cause.

Severance payments range from three to 18 months of base salary in connection with a Change of Control Triggering Event or from six weeks to 12 months of base salary in connection with a Non-Change of Control Triggering Event, as well as a pro-rata portion of the employee’s annual target bonus, depending on the employee’s position with us, payable in a lump sum payment, and monthly COBRA payments for the severance period.

The severance plans also provide that they shall not supersede the provisions of any individual employment agreements entered into between us and our employees, and that the employees with such agreements will be entitled to whichever benefits are greater under the severance plan or their employment agreement.

A copy of the severance plan covering our executive officers is filed as an exhibit to the 2023 Form 10-K.

As of September 30, 2024, all our executive officers have employment agreements with severance provisions and will receive the greater severance benefits of their agreements or those in the severance plan applicable to them.

Purchase Commitments

We have engaged third‑party contract manufacturers and have re-established our own manufacturing supply chain to manufacture and supply additional quantities of RYTELO that meet applicable regulatory standards for current and potential future clinical trials and commercial uses.

Related to those contract manufacturing agreements, we have noncancelable commercial purchase commitments for appro ximately $ 62.4 milli on in the aggregate as of September 30, 2024.

Related to those contract manufacturing agreements, we have noncancelable commercial purchase commitments for approximately $ 110.9 million in the aggregate as of March 31,

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

These purchase commitments can vary based on the commercial demand of RYTELO and are binding based on future manufacturing needs.

10 unchanged sentences

The 2024 pre-funded warrant has an exercise price of $ 0.001 per share and may be exercised at any time until the 2024 pre-funded warrant is exercised in full.

As of September 30, 2024 , none of the 2024 pre-funded warrant has been exercised.

The net cash proceeds from the March 2024 offering were approximately $ 141.0 million, after deducting the underwriting discount and other offering expenses paid by us, and excluding any future proceeds from the exercise of the pre-funded warrant.

As of March 31, 2025, 5,380,000 pre-funded warrants issued in connection with our 2024 underwritten public offering have been net exercised, which resulted in the issuance of 5,378,199 shares of our common stock.

Upon the issuance of the 2024 pre-funded warrant, we evaluated the warrant terms to determine the appropriate accounting and classification pursuant to FASB Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity , and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging .

3 unchanged sentences

Warrant Exercises

In the first quarter of 2024, warrants to purchase 37,640 shares of our common stock were exercised for net cash proceeds of approximately $ 49,000 .

In the second quarter of 2024, warrants to purchase 281,211 shares of our common stock were exercised for net cash proceeds of approximately $ 365,000 .

In th e third quarter of 2024, warrants to purchase 3,080 shares of our common stock were exercised for net cash proceeds of approximately $ 4,000 .

The warrants were issued in connection with underwritten public offerings of common stock and pre-funded warrants, together with accompanying stock purchase warrants in May 2020.

As of September 30, 2024, the following warrants remained outstanding:

In the first quarter of 2025, 30,380,000 pre-funded warrants issued in connection with our underwritten public offerings have been net exercised, which resulted in the issuance of 30,369,830 shares of our common stock.

The warrants were issued in connection with underwritten public offerings of common stock and pre-funded warrants.

As of March 31, 2025, the following warrants remained outstanding from our offerings:

• pre-funded warrants with an exercise price of $ 0.001 per share to purchase 29,053,145 shares of our common stock, which have no expiration date;

• stock purchase warrants with an exercise price of $ 1.30 per share to purchase 1,402,522 shares of our common stock, which expire on December 31, 2025.

Net Loss Per Share

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

• stock purchase warrants with an exercise price of $ 1.30 per share to purchase 2,152,570 shares of our common stock related to the public offering of our common stock in May 2020, which expire on December 31, 2025 .

SUBSEQUENT EVENTS

Pharmakon Loan Agreement

On November 1, 2024, we entered into a loan agreement, or the Pharmakon Loan Agreement, with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, each, a Lender, which are investment funds managed by Pharmakon Advisors, LP, and BioPharma Credit PLC, as collateral agent, that provides for a 5 -year senior secured term loan facility of up to $ 250.0 million, divided into three committed tranches:

(i) a Tranche A Loan in an aggregate principal amount of $ 125.0 million, or the Tranche A Loan, which was funded on November 1, 2024, or the Tranche A Closing Date;

(ii) a Tranche B Loan in an aggregate principal amount of $ 75.0 million, or the Tranche B Loan, which is available, subject to certain limited conditions, at our option;

The Tranche B Loan and the Tranche C Loan, once available, may be requested on or prior to December 31, 2025.

A portion of the proceeds from the Tranche A Loan were used to repay, in full, all amounts owed ($ 86.5 million) under the Hercules Loan Agreement, which was terminated effective November 1, 2024 .

The remaining proceeds will be used to fund our general corporate and working capital requirements.

The Term Loans mature on November 1, 2029 .

The Term Loans bear interest at a variable rate per annum equal to 5.75 % plus the three-month Secured Overnight Financing Rate, or SOFR, with a SOFR floor of 3.00 %.

As of inception of the Tranche A Loan, the interest rate applicable to the Tranche A Loan was 10.32 % .

Interest is due and payable quarterly on the last day of each quarter with the first payment due on December 31, 2024.

In addition to the prepayment premium, prepayments of any Term Loan prior to the 2nd anniversary of the funding date of such Term Loan are subject to a makewhole amount equal to the sum of all interest that would have accrued through such 2nd anniversary.

Our obligations under the Pharmakon Loan Agreement are secured by substantially all of our assets, including our intellectual property.

The Pharmakon Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties.

We and our subsidiaries are bound by certain affirmative covenants setting forth actions that are required during the term of the Pharmakon Loan Agreement, including, without limitation, certain information delivery requirements, obligations to maintain certain insurance, and certain notice requirements.

There are no financial covenants.

Additionally, we and our subsidiaries are bound by certain restrictive covenants setting forth actions that are not permitted to be taken during the term of the Pharmakon Loan Agreement, including, without limitation, (i) selling or disposing of assets, (ii) amending, modifying or waiving our rights under material agreements, (iii) consummating change in control transactions unless all amounts becoming due under the Loan Agreement are paid in full immediately upon (and concurrent with) the consummation of any such change in control transaction, (iv) incurring additional indebtedness, (v) incurring non-permitted liens or encumbrance on our or our subsidiaries’ assets, (vi) paying dividends or making any distribution or payment on or redeeming, retiring or purchasing any equity interests, and (vii) making payments on subordinated indebtedness, in each case, subject to specified exceptions.

The Pharmakon Loan Agreement also contains the following events of default:

(i) failure to pay principal, interest and other amounts when due, (ii) the breach of the covenants under the Loan Agreement, (iii) the occurrence of a material adverse change or a withdrawal event in respect of RYTELO, (iv) certain attachments of the credit parties assets and restraints on their business, (v) certain insolvency, liquidation, bankruptcy or similar events, (vi) certain cross-default of third-party indebtedness and royalty revenue contracts, (vii) the failure to pay certain judgements, (viii) material misrepresentations, (ix) the loan documents ceasing to create a valid security interest in a material portion of the collateral, (x) the occurrence of certain ERISA events and (xi) the occurrence of a default under any subordination or intercreditor agreement, in each case subject to the grace periods, cure period and thresholds as specified in the Pharmakon Loan Agreement.

Upon the occurrence of an event of default, the Lenders may, among other things, accelerate our obligations under the Pharmakon Loan Agreement (including all obligations for principal, interest and any applicable makewhole and prepayment premiums);

provided that upon an event of default relating to certain insolvency, liquidation, bankruptcy or similar events, all outstanding obligations will be immediately accelerated.

Termination of the Hercules Loan Agreement

All obligations outstanding under the Hercules Loan Agreement were repaid in full on November 1, 2024, upon which the Hercules Loan Agreement was terminated and all liens on our assets in granted in connection with the Hercules Loan Agreement were released.

See Note 6 on Debt in Notes to Condensed Consolidated Financial Statements of this Report for additional information about the Hercules Loan Agreement.

Royalty Pharma Revenue Participation Right Purchase Agreement

On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma.

Pursuant to the Royalty Pharma Agreement, we received an upfront payment of $ 125.0 million, or the Purchase Price, in exchange for which Royalty Pharma obtained the right to receive tiered revenue interest payments with respect to annual U.S.

net sales, or Annual Net Sales, of RYTELO beginning on July 1, 2024, ranging from:

(i) 7.75 % of Annual Net Sales up to $ 500.0 million;

(ii) 3.0 % of Annual Net Sales in excess of $ 500.0 million but less than or equal to $ 1.0 billion;

and (iii) 1.0 % in respect of Annual Net Sales in excess of $ 1.0 billion, or the Revenue Interest Payments.

The Revenue Interest Payments to Royalty Pharma are capped, such that they will cease upon reaching a multiple of 1.65 times the Purchase Price if Royalty Pharma receives Revenue Interest Payments in that amount in respect of net sales occurring on or before June 30, 2031, or upon reaching a multiple of 2.0 times the Purchase Price thereafter.

Our revenue payment obligations under the Royalty Pharma Agreement may be discharged in connection with a change of control of the Company in an amount equal to 1.65 times the Purchase Price minus the aggregate Revenue Interest Payments received by Royalty Pharma as of the date of the closing of the change of control, if the closing of the change of control occurs on or prior to December 31, 2027, or in an amount equal to 2.0 times the Purchase Price minus the aggregate Revenue Interest Payments received by Royalty Pharma as of the date of the closing of the change of control, if the closing of the change of control occurs after December 31, 2027.

T here are no other royalties payable on RYTELO, which was developed internally and is exclusively owned by Geron.

The Royalty Pharma Agreement contains customary representations, warranties and indemnities of the Company and Royalty Pharma and customary covenants relating to the Revenue Interest Payments.

MARCH 31, 2025

In connection with previous public offerings, we issued pre-funded warrants to purchase shares of our common stock.

Potential dilutive securities consist of outstanding stock options and warrants to purchase our common stock.

Diluted net loss per share excludes potential dilutive securities for all periods presented as their effect would be anti-dilutive.

Accordingly, basic and diluted net loss per share is the same for all periods presented in the accompanying condensed consolidated statements of operations.

Since we incurred a net loss for the three months ended March 31, 2025 and 2024, the diluted net loss per share calculation excludes potential dilutive securities of 80,776,089 and 84,430,455 , respectively, related to outstanding stock options and warrants as their effect would have been anti-dilutive.

Stock-Based Compensation

We maintain various stock incentive plans under which stock options and restricted stock awards and units can be granted to employees, non-employee directors and consultants, as applicable.

We also have an employee stock purchase plan for all eligible employees.

We recognize stock-based compensation expense based on grant-date fair values of service-based stock options and restricted stock units ("RS U") on a straight-line basis over the requisite service period, which is generally the vesting period.

For performance-based stock options ("PSO") with vesting based on the achievement of certain strategic milestones, stock-based compensation expense is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable.

If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of the change.

The grant-date fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant.

The following table summarizes the stock-based compensation expense included in operating expenses on our condensed consolidated statements of operations related to stock options, restricted stock units, and employee stock purchases for the three months ended March 31, 2025 and 2024, which was allocated as follows:

Three Months Ended March 31,

(In thousands) 2025 2024

Research and development $ 2,395 $ 1,681

Selling, general and administrative 5,013 3,196

Total stock-based compensation expense $ 7,408 $ 4,877

Stock-based compensation of $ 0.3 million and $ 0.0 was capitalized to inventory for the three months ended March 31, 2025 and 2024, respectively.

As stock-based compensation expense recognized in our condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, but at a minimum, reflects the grant-date fair value of those awards that actually vested in the period.

Forfeitures have been estimated at the time of grant based on historical data and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

Stock Options

We grant service-based and performance-based stock options under our equity plans to employees, non-employee directors and consultants.

The service-based vesting period for employee stock options is generally four years from the date of the stock option grant.

Performance-based stock options vest upon the achievement of specified strategic milestones.

The fair value of service-based stock options granted during the three months ended March 31, 2025 and 2024 has been estimated at the date of grant using the Black- Scholes option-pricing model with the following assumptions:

Three Months Ended March 31,

Dividend yield 0 % 0 %

Expected volatility range 71.42 % to 73.36 %

82.94 % to 86.68 %

Risk-free interest rate range 4.16 % to 4.47 %

4.05 % to 4.32 %

Expected term 6 years 6 years

Employee Stock Purchase Plan

The fair value of employees’ stock purchase rights during the three months ended March 31, 2025 and 2024 has been estimated using the Black-Scholes option-pricing model with the following assumptions:

Three Months Ended March 31,

Dividend yield 0 % 0 %

Expected volatility range 44.18 % to 93.79 %

59.46 % to 79.05 %

Risk-free interest rate range 4.17 % to 5.10 %

4.79 % to 5.40 %

Expected term range 6 months to 12 months

6 months to 12 months

Dividend yield is based on historical cash dividend payments and Geron has paid no cash dividends to date.

The risk-free interest rate range is based on the U.S.

Zero Coupon Treasury Strip Yields for the expected term in effect on the date of grant for an award.

The expected term of employees’ stock purchase rights is equal to the purchase period.

Restricted Stock Units

We grant service-based RSUs under our equity plans to employees.

The service-based vesting period for an employee RSU is generally four years from the date of the grant.

We measure the expense of the RSUs based on the grant-date fair value.

Non-Employee Stock-Based Awards

We measure share-based payments to non-employees based on the grant-date fair value of the equity awards.

We recognize stock-based compensation expense for the fair value of the vested portion of non-employee stock-based awards on our condensed consolidated statements of operations.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

The following table summarizes the activity for stock options, RSUs and PSOs for the three months ended March 31, 2025 (in thousands):

Stock Options RSU's PSO's

Equity awards outstanding, beginning of year 71,180,260 — 4,787,107

Changes during the year

11,834,500 3,673,750 —

( 125,999 ) — ( 29,350 )

Expired or Forfeited

( 11,558,265 ) ( 586,500 ) ( 350,000 )

Equity outstanding, end of period

71,330,496 3,087,250 4,407,757

Unvested portion of equity outstanding, end of period

35,516,641 3,087,250 100,000

As of March 31, 2025, total compensation cost related to unvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized were as follows ($ in thousands):

Stock Options RSU's

Unrecognized compensation cost

$ 45,466,916 6,684,077 32,971

Expected weighted-average period in years of compensation cost to be recognized 2.83 3.89 0.22

SEGMENT REPORTING

We are currently developing therapies for the treatment of hematologic malignancies.

To date, our only source of product revenue has been from U.S.

sales of RYTELO, which began shipping to customers in June 2024.

Additionally, we have generated insignificant royalty and license fee revenue under agreements that out-license technology to various companies.

For the three months ended March 31, 2025, we have identified one operating and reportable segment.

We define our operating segments based on internally reported financial information that is regularly reviewed by the Chief Operating Decision Maker or CODM to analyze financial performance, make decisions, and allocate resources.

Our Interim President and Chief Executive Officer is the CODM.

The CODM reviews the segment's profit or loss based on net (loss) income reported on the consolidated statement of operations and comprehensive (loss) income and considers forecast-to-actuals variances on a quarterly basis for expenses that are deemed significant.

Further, the CODM reviews the segment's assets based on total assets reported on the consolidated balance sheet.

All long-lived assets are held in the United States.

Our CODM views specific categories within research and development expenses and selling, general and administrative expenses as significant given the correlation between cash burn and profitability.

The following table reconciles reported revenues to net (loss) income under the significant expense principle for the three months ended March 31, 2025 and 2024:

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

2025 MARCH 31,

Product revenue, net $ 39.4 $ —

Royalties 0.2 0.3

Total revenues $ 39.6 $ 0.3

Operating expenses:

Cost of goods sold 1.2 —

Research and development

Research and clinical expenses 13.7 16.4

Chemistry, manufacturing, and control expenses 1.5 11.2

Selling, general and administrative

Commercial expenses 20.0 11.3

Other segment expenses* 19.9 17.5

Total operating expenses $ 56.3 $ 56.4

Loss from operations ( 16.7 ) ( 56.1 )

Total interest and other income (expense) ( 3.1 ) 0.7

Net loss $ ( 19.8 ) $ ( 55.4 )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements