What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 127 added, 98 removed, 535 unchanged (30% of the section changed)

44 unchanged sentences

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2025 2024 2025 2024

Product revenue, net $ 49,007 $ 780 $ 88,443 $ 780

1 unchanged sentence

Total revenues $ 49,036 $ 882 $ 88,639 $ 1,186

Operating expenses:

Costs and operating expenses:

Cost of goods sold 1,190 17 2,396 17

14 unchanged sentences

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2025 2024 2025 2024

Net loss $ ( 16,375 ) $ ( 67,383 ) $ ( 36,210 ) $ ( 122,773 )

19 unchanged sentences

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 related to issuances of common stock and options in exchange 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

Net loss — — ( 16,375 ) — ( 16,375 )

Other comprehensive loss — — — — ( 191 ) ( 191 )

Foreign currency translation adjustment — — — — 4 4

Stock-based compensation related to issuances of common stock and options in exchange for services 5,540 — 26 — — 26

Issuances of common stock under equity plans 509,072 1 590 — — 591

Stock-based compensation for equity-based awards to employees and directors — — 6,738 — — 6,738

Employee stock purchases 417,369 — 500 — — 500

Balance at June 30, 2025 637,849,739 $ 638 $ 2,067,327 $ ( 1,808,551 ) $ 117 $ 259,531

Common Stock Additional

16 unchanged sentences

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

Net loss — — — ( 67,383 ) — ( 67,383 )

Other comprehensive loss — — — — ( 243 ) ( 243 )

Foreign currency translation adjustment — — — — ( 21 ) ( 21 )

Offering expenses — — ( 271 ) — — ( 271 )

Issuance of common stock in connection with exercise of warrants 281,211 — 365 — — 365

Stock-based compensation related to issuances of common stock and options in exchange for services 1,916 1 15 — — 16

Issuance of common stock under equity plans 9,400,121 9 16,364 — — 16,373

Stock-based compensation for equity-based awards to employees and directors — — 12,625 — — 12,625

Employee stock purchases 201,052 366 — — 366

Balance at June 30, 2024 601,048,108 $ 601 $ 2,027,173 $ ( 1,720,542 ) $ ( 537 ) $ 306,695

See accompanying notes.

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(IN THOUSANDS)

THREE MONTHS ENDED

SIX MONTHS ENDED

Cash flows from operating activities:

5 unchanged sentences

Non-cash interest expense on liabilities for sales of future royalties 9,880 —

Payment on Royalty agreement ( 3,682 ) —

Stock-based compensation for services by non-employees 41 107

7 unchanged sentences

Current and noncurrent liabilities ( 21,484 ) ( 4,913 )

Payment on Royalty agreement ( 6,705 ) —

Net cash used in operating activities ( 75,394 ) ( 115,731 )

3 unchanged sentences

Proceeds from maturities of marketable securities 196,065 225,215

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

Net cash provided by (used in) investing activities 72,754 ( 1,939 )

Cash flows from financing activities:

2 unchanged sentences

Proceeds from exercise of warrants — 414

Proceeds from employee stock purchase plan 500 366

Net cash provided by financing activities 1,347 164,631

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

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

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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.

Operating results for the three and six months ended June 30, 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.

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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.

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and six months ended June 30, 2025 are consistent with those discussed in Note 1 to the consolidated financial statements in the 2024 Form 10-K.

Recent Accounting Pronouncements

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

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

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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 months ended March 31, 2025 (in thousands):

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

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 six months ended June 30, 2025 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

2025 2024 2025 2024

Gross product revenue $ 57,874 $ 890 $ 103,186 $ 890

6 unchanged sentences

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

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

Three Months Ended March 31, As of December 31,

The following table presents our inventory as of June 30, 2025 (in thousands):

Six Months Ended June 30, As of December 31,

(in thousands)

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

FAIR VALUE MEASUREMENTS

Cash Equivalents and Marketable Securities

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

Cash equivalents, restricted cash and marketable securities by security type at June 30, 2025 were as follows:

(In thousands) Amortized

Losses Estimated

Losses Fair Value

Included in cash and cash equivalents:

16 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

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

(In thousands) Amortized

Losses Estimated

Losses Fair Value

Included in cash and cash equivalents:

16 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

JUNE 30, 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 June 30, 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

(In thousands) Fair Value Gross

Losses Fair Value Gross

Fair Value Gross

As of March 31, 2025:

As of June 30, 2025:

Government-sponsored enterprise securities (due in less than one year) $ — $ — $ — $ — $ — $ —

10 unchanged sentences

The gross unrealized losses related to U.S.

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.

Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of June 30, 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 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.

We have not recorded any allowances for credit losses on our available-for-sale securities for the three and six months ended June 30, 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, fluctuations in 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

JUNE 30, 2025

Fair Value on a Recurring Basis

23 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

JUNE 30, 2025

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 and indicates the fair value category assigned.

Fair Value Measurements at Reporting Date Using

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(In thousands) Level 1 Level 2 Level 3 Total

As of March 31, 2025:

As of June 30, 2025:

Money market funds (1)(2)

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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:

As of June 30, 2025, five customers accounted for 100 % of our gross accounts receivable:

McKesson Financial Center, which accounted for 44 % of our gross accounts receivable;

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Inc., which accounted for 20 % of our gross accounts receivable;

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

Biologics Inc, which accounted for 1 % of our gross accounts receivable;

and Sina Drug for 1 % of our gross accounts receivable .

ACCRUED LIABILITIES

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

(In thousands) MARCH 31,

Accrued liabilities consisted of the following as of June 30, 2025 and December 31, 2024:

(In thousands) JUNE 30,

2025 DECEMBER 31,

3 unchanged sentences

Interest payable — 2,186

Accrued Revenue adjustments

Gross-to-net adjustments 1,184 1,166

Other 2,153 915

Total Accrued Liabilities

$ 26,294 $ 35,549

16 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

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

9 unchanged sentences

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

The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of June 30, 2025 (in thousands):

Total $ 183,472

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

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

8 unchanged sentences

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:

The following table shows the activity within the liability related to sale of future royalties during the six months ended June 30, 2025:

(in thousands) Liability Related to Sale of Future Royalties

2 unchanged sentences

Royalty payments ( 3,023 )

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

Carrying value of liability related to sale of future royalties at June 30, 2025 $ 127,968

Embedded Derivatives and Debt Discounts

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Legal Proceedings

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.

JUNE 30, 2025

District of California, captioned Dabestani v.

Geron Corporation, et al.

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

Geron Corporation, et al., No.

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

2 unchanged sentences

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

On May 29, 2025, the Court consolidated the Dabestani and Potvin cases into one consolidated action captioned In re Geron Corporation Securities Litigation , or the Securities Class Action, and appointed lead plaintiffs and counsel for lead plaintiffs.

On June 10, 2025, the Court ordered plaintiffs to file a consolidated amended complaint by August 8, 2025.

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.

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also seek punitive damages.

On May 16, 2025, the Court consolidated the three derivative complaints into one consolidated action captioned In re Geron Corporation Derivative Litigation , or the Consolidated Derivative Action.

On June 17, 2025, the Court stayed the Consolidated Derivative Action pending a final ruling on the anticipated motion to dismiss in the Securities Class Action.

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.

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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.

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 approximately $ 110.9 million in the aggregate as of March 31,

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Purchase Commitments

Related to those contract manufacturing agreements, we have noncancelable commercial purchase commitments for approximately $ 124.7 million in the aggregate as of June 30, 2025.

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

4 unchanged sentences

STOCKHOLDERS’ EQUITY

Registered Offering

On March 21, 2024, we completed an underwritten public offering of 41,999,998 shares of our common stock and a pre-funded warrant to purchase 8,002,668 shares of our common stock, or the 2024 pre-funded warrant.

All of the securities were issued separately.

The public offering price of the common stock was $ 3.00 per share.

The public offering price of the 2024 pre-funded warrant was $ 2.99 per share.

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.

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 .

Warrants are classified as liabilities when the warrant terms allow settlement of the warrant exercise in cash and classified as equity when the warrant terms only allow settlement in shares of common stock.

The terms of the 2024 pre-funded warrant include certain provisions related to fundamental transactions and a cashless exercise provision in the event registered shares are not available, and do not include any mandatory redemption provisions.

Based on our evaluation, we concluded the 2024 pre-funded warrant should be classified as equity with no subsequent remeasurement as long as such warrant continue to be classified as equity.

Warrant Exercises

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:

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

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

There was no activity related to the pre-funded warrants during the second quarter of 2025.

As of June 30, 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;

1 unchanged sentence

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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

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

3 unchanged sentences

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.

Since we incurred a net loss for the three and six months ended June 30, 2025 and 2024, the diluted net loss per share calculation excludes potential dilutive securities of 80,516,533 and 78,759,286 , 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.

We also have an employee stock

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

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, or RS Us, on a straight-line basis over the requisite service period, which is generally the vesting period.

For performance-based stock options, or PSOs, 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.

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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.

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,

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 and six months ended June 30, 2025 and 2024, which was allocated as follows:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2025 2024 2025 2024

2 unchanged sentences

Total stock-based compensation expense $ 6,738 $ 12,625 $ 14,147 $ 17,502

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.

Stock-based compensation of $ 0.3 million and $ 0.6 million was capitalized to inventory for the three and six months ended June 30, 2025, respectively, and $ 0.1 million was capitalized to inventory for the three and six months ended June 30, 2024.

As stock-based compensation expense recognized in our condensed consolidated statements of operations for the three and six months ended June 30, 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.

Amendments to 2018 Equity Incentive Plan and 2014 Employee Stock Purchase Plan

In May 2025, our stockholders approved amendments to (i) our 2018 Equity Incentive Plan, or 2018 EIP, to increase the total number of shares issuable under the 2018 EIP by 20,000,000 shares of our common stock, for an aggregate total reserve of 105,455,419 shares;

and (ii) our 2014 Employee Stock Purchase Plan, or 2014 Purchase Plan, to increase the total number of shares issuable under the 2014 Purchase Plan by 6,000,000 shares of our common stock, for an aggregate total reserve of 8,000,000 shares.

As of June 30, 2025, an aggregate of 47,398,383 shares of our common stock have been issued under our 2018 EIP and an aggregate of 2,159,003 shares of our common stock have been issued under our 2014 Purchase Plan.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Stock Options

1 unchanged sentence

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,

PSOs vest upon the achievement of specified strategic milestones.

The fair value of service-based stock options granted during the six months ended June 30, 2025 and 2024 has been estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Six Months Ended June 30,

Dividend yield 0 % 0 %

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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,

The fair value of employees’ stock purchase rights during the six months ended June 30, 2025 and 2024 has been estimated using the Black-Scholes option-pricing model with the following assumptions:

Six Months Ended June 30,

Dividend yield 0 % 0 %

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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

JUNE 30, 2025

The following table summarizes the activity for stock options, RSUs and PSOs as of June 30, 2025:

Stock Options RSUs

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

8 unchanged sentences

32,083,468 3,878,250 67,000

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

As of June 30, 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 RSUs

Unrecognized compensation cost

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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.

For the three and six months ended June 30, 2025, we have identified one operating and reportable segment.

We define our operating segment 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.

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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:

The following table reconciles reported revenues to net (loss) income under the significant expense principle for the three and six months ended June 30, 2025 and 2024:

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

2025 MARCH 31,

JUNE 30, 2025

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Product revenue, net $ 49.0 $ 0.8 $ 88.4 $ 0.8

1 unchanged sentence

Total revenues $ 49.0 $ 0.9 $ 88.6 $ 1.2

Operating expenses:

Costs and operating expenses:

Cost of goods sold 1.2 — 2.4 —

9 unchanged sentences

Net loss $ 16.4 $ 67.3 $ ( 36.2 ) $ ( 122.8 )

___________________________

*Other segment expenses includes stock-based compensation expense and other general and administrative expenses largely resulting from personnel costs for individuals in administrative functions and legal and professional fees.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SUBSEQUENT EVENTS

Effective August 1, 2025, the Compensation Committee of our Board of Directors approved an amendment to our 2018 Inducement Award Plan to increase the number of shares of our common stock issuable thereunder from 40,300,000 shares to 51,300,000 shares, to be used exclusively for grants of inducement awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as a material inducement within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules to each such individual’s entry into employment with the Company.

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