1 unchanged sentence
Trading Arrangements
−Removed: During the quarter ended September 30, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.
+Added: During the quarterly period covered by this report, the following directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K) as set forth in the table below.
Character of Trading Arrangement
−Removed: Name and Title
−Removed: Non-Rule 10b5-1 **
−Removed: Total Shares to be Sold
−Removed: Expiration Date
−Removed: Executive Vice President and Chief Medical Officer
−Removed: July 12, 2024
−Removed: June 30, 2025
−Removed: Grethlein, Ph.D.
−Removed: Executive Vice President and Chief Operating Officer
−Removed: July 12, 2024
−Removed: November 14, 2025
+Added: Name and Title Action Taken Date of Action R ule 10b5-1* Non-Rule 10b5-1** Nature of Trading Arrangement Aggregate Number of Securities Duration of Trading Arrangement
Scarlett, M.D.,
−Removed: Chairman of the Board, President and Chief Executive Officer
−Removed: July 12, 2024
+Added: Former Chairman of the Board, President and Chief Executive Officer
+Added: (until March 10, 2025)
+Added: Terminated February 27, 2025 X Sale 1,374,298 1
July 12, 2024−
−Removed: Executive Vice President, Corporate Strategy, and Chief Commercial Officer (until August 31, 2024)
−Removed: June 27, 2025
+Added: July 11, 2025, or such earlier date on which all shares under the plan are sold.
+Added: Susan Molineaux, Ph.D.
+Added: Adopted March 14, 2025 X Sale 656,000 2
+Added: March 14, 2025 −
+Added: March 13, 2026 , or such earlier date on which all shares under the plan are sold.
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
2 unchanged sentences
2 Consists of 656,000 shares subject to stock options previously granted by Geron to Dr.
−Removed: 3 Consists of 1,374,298 shares subject to stock options previously granted by Geron to Dr.
−Removed: Kapur's employment with Geron terminated on August 31, 2024.
−Removed: Consists of 1,587,500 shares subject to stock options previously granted by Geron to Mr.
Incorporation by Reference
−Removed: Employment Agreement by and between the Registrant and James Ziegler, effective as of September 9, 2024.
−Removed: Certification of Chief Executive Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated November 7, 2024.
−Removed: Certification of Chief Financial Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated November 7, 2024.
+Added: Number Description Exhibit
+Added: Number Filing Filing Date File No.
+Added: Non-Employee Director Compensation Policy, as amended *
+Added: Offer Letter by and between the Registrant and Dawn C.
+Added: Bir, effective March 17 , 2025 *
+Added: Certification of Chief Executive Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated May 7, 202 5 .
+Added: 31.2+ Certification of Chief Financial Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated May 7, 202 5 .
32.1+ Certification of Chief Executive Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated November 7, 2024.**
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated May 7 , 202 5 .**
32.2+ Certification of Chief Financial Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated November 7, 2024.**
−Removed: The following materials from the Registrant’s September 30, 2024 Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL) include:
−Removed: (i) Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2024 and 2023, (iv) Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2024 and 2023 and (v) Notes to Condensed Consolidated Financial Statements.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated May 7, 202 5 .**
+Added: 101 The following materials from the Registrant’s March 31, 2025 Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL) include:
+Added: (i) Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 and (v) Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2 unchanged sentences
* Management contract or compensation plan or arrangement.
−Removed: ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Form 10-Q), irrespective of any general incorporation language contained in such filing.
+Added: ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Report), irrespective of any general incorporation language contained in such filing.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
GERON CORPORATION
−Removed: November 7, 2024
/s/ MICHELLE ROBERTSON
2 unchanged sentences
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.