What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-06 · 137 added, 108 removed, 554 unchanged (31% of the section changed)

3 unchanged sentences

(IN THOUSANDS)

SEPTEMBER 30,

2025 DECEMBER 31,

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Accumulated deficit ( 1,826,979 ) ( 1,772,341 )

Accumulated other comprehensive loss 117 261

Accumulated other comprehensive gain (loss) 408 261

Total stockholders' equity 248,707 280,320

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THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

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Selling, general and administrative 39,001 35,877 117,588 102,361

Total operating expenses $ 61,490 $ 70,215 $ 117,797 $ 126,653

Total costs and operating expenses $ 61,114 $ 56,486 $ 178,911 $ 183,139

Loss from operations ( 13,887 ) ( 28,215 ) ( 43,045 ) ( 153,682 )

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THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

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

Net loss ( 18,428 ) ( 18,428 )

Other comprehensive income — — — — 218 218

Foreign currency translation adjustment — — — — 73 73

Stock-based compensation related to issuance of common stock and options in exchange for services 5,702 — 29 — — 29

Issuance of common stock under equity plans 499,834 — 542 — — 542

Stock-based compensation for equity-based awards to employees and directors — — 6,742 — — 6,742

Balance at September 30, 2025 638,355,275 $ 638 $ 2,074,640 $ ( 1,826,979 ) $ 408 $ 248,707

Common Stock Additional

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

Net loss ( 26,447 ) ( 26,447 )

Other comprehensive loss — — — — 1,507 1,507

Foreign currency translation adjustment — — — — 47 47

Issuance of common stock in connection with exercise of warrants 3,080 — 4 — — 4

Stock-based compensation related to issuance of common stock and options in exchange for services 1,767 — 14 — — 14

Issuances of common stock under equity plans 2,049,118 2 3,572 — — 3,574

Stock-based compensation for equity-based awards to employees and directors — — 6,890 — — 6,890

Balance at September 30, 2024 603,102,073 $ 603 $ 2,037,653 $ ( 1,746,989 ) $ 1,017 $ 292,284

See accompanying notes.

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(IN THOUSANDS)

SIX MONTHS ENDED

NINE MONTHS ENDED

SEPTEMBER 30,

Cash flows from operating activities:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 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 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.

Operating results for the three and nine months ended September 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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Use of Estimates

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 and equity investments, 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, liabilities related to the sale of future royalties, operating leases, right-of-use assets, lease liabilities, inventory valuation, 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.

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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 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.

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and nine months ended September 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

JUNE 30, 2025

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

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

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, 2025 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands)

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

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

Six Months Ended June 30, As of December 31,

The following table presents our inventory as of September 30, 2025:

September 30, December 31,

(in thousands)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

FAIR VALUE MEASUREMENTS

Cash Equivalents and Marketable Securities

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

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

(In thousands) Amortized

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Treasury securities (due in less than one year) $ 22,836 $ 45 $ — $ 22,881

Treasury securities (due in 1 to 2 years) — — — —

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

Treasury securities (due in 1-2 years) — — — —

Municipal securities (due in 1 to 2 years)

5,041 13 — 5,054

Government-sponsored enterprise securities (due in 1-2 years) 5,000 — — 5,000

Commercial paper (due in less than one year) 118,244 34 ( 4 ) 118,274

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

SEPTEMBER 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 September 30, 2025 and December 31, 2024 were as follows:

Less Than 12 Months 12 Months or Longer Total

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Fair Value Gross

As of June 30, 2025:

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

As of September 30, 2025:

Commercial paper (due in less than one year) 27,555 ( 5 ) — — 27,555 ( 5 )

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The gross unrealized losses related to U.S.

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.

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

We have not recorded any allowances for credit losses on our available-for-sale securities for the three and nine months ended September 30, 2025 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Fair Value on a Recurring Basis

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

SEPTEMBER 30, 2025

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of September 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 June 30, 2025:

As of September 30, 2025:

Money market funds (1)(2)

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Certificate of deposit (2)

Municipal securities (4)

— 5,054 — 5,054

Treasury securities (3)

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(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.

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

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

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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 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;

ASD Specialty Healthcare LLC, which accounted for 34 % of our gross accounts receivable;

Cardinal Health

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

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

SEPTEMBER 30, 2025

Concentration of Credit Risk

As of September 30, 2025, seven customers accounted for 100 % of our gross accounts receivable:

McKesson Financial Center, which accounted for 47 % of our gross accounts receivable;

ASD Specialty Healthcare LLC, which accounted for 30 % of our gross accounts receivable;

Cardinal Health Inc., which accounted for 21 % 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 .

and Sina Drug, which accounted for 1 % of our gross accounts receivable;

and Tannergap, Inc, which accounted for 1 % of our gross accounts receivable .

ACCRUED LIABILITIES

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

(In thousands) JUNE 30,

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

(In thousands) SEPTEMBER 30,

2025 DECEMBER 31,

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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 %.

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

As of September 30, 2025, the applicable interest rate was 10.04 %.

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

JUNE 30, 2025

SEPTEMBER 30, 2025

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.

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

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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.

(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 judgments, (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);

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Future Minimum Payments

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):

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

Total $ 180,258

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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

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.

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, 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.

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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.

In addition, we have 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 enter 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.

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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 six months ended June 30, 2025:

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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(in thousands) Liability Related to Sale of Future Royalties

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Royalty payments 10,503

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

Embedded Derivatives and Debt Discounts

Carrying value of liability related to sale of future royalties at September 30, 2025 $ 129,333

Embedded Derivatives

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.

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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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

District of California, captioned Dabestani v.

Geron Corporation, et al.

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

3:25-cv-02507 and Potvin v.

Geron Corporation, et al., No.

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

3:25-cv-02563, 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.

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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 August 8, 2025, lead plaintiffs filed a consolidated amended complaint.

On October 7, 2025, we filed our motion to dismiss the consolidated amended complaint.

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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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.

On August 29, 2025, a purported stockholder made a demand on our board of directors to commence a civil action against certain of our current and former directors for breaching their fiduciary duties and violating the

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

securities laws by issuing allegedly false and misleading statements concerning the commercial potential of RYTELO.

On September 19, 2025, the board of directors responded that it would defer a final decision on the demand given the other pending derivative lawsuits and the Securities Class Action.

On October 7, 2025, the purported stockholder filed a suit in the United States District Court for the Northern District of California, captioned Jae Hyung v.

3:25-cv-08575.

The derivative lawsuit names certain of our current and former directors and officers.

The allegations in the derivative lawsuit are substantially similar to the Securities Class Action and the aforementioned derivative lawsuits.

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

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.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

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 $ 124.7 million in the aggregate as of June 30, 2025.

We have engaged third‑party contract manufacturers and have 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 $ 97.6 million in the aggregate as of September 30, 2025.

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

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Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful achievement of certain development, regulatory approval and commercial milestones, which may not be achieved.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

STOCKHOLDERS’ EQUITY

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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:

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

As of September 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;

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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 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.

Since we incurred a net loss for the three and nine months ended September 30, 2025 and 2024, the diluted net loss per share calculation excludes potential dilutive securities of 90,645,922 and 76,588,779 , 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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

purchase plan for all eligible employees.

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

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

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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The following table summarizes the stock-based compensation expense included in operating expenses on our condensed consolidated statements of operations related to stock options, RSUs, and employee stock purchases for the three and nine months ended September 30, 2025 and 2024, which was allocated as follows:

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

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Total stock-based compensation expense $ 6,742 $ 6,890 $ 20,888 $ 24,392

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.

Stock-based compensation of $ 0.3 million and $ 1.0 million was capitalized to inventory for the three and nine months ended September 30, 2025, respectively, and $ 0.3 million and $ 0.4 million was capitalized to inventory for the three and nine months ended September 30, 2024.

As stock-based compensation expense recognized in our condensed consolidated statements of operations for the three and nine months ended September 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

JUNE 30, 2025

Amendment to 2018 Inducement Award Plan

In August 2025, the compensation committee of our board of directors approved an amendment to our 2018 Inducement Award Plan, or 2018 Inducement Plan, to increase the total number of shares issuable under the 2018 Inducement Plan by 11,000,000 shares of our common stock, for an aggregate total reserve of 51,300,000 shares.

As of September 30, 2025, an aggregate of 39,653,097 shares of our common stock have been issued under our 2018 Inducement Plan.

Stock Options

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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,

The fair value of service-based stock options granted during the nine months ended September 30, 2025 and 2024 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 0 % 0 %

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Employee Stock Purchase Plan

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,

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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Nine Months Ended September 30,

Dividend yield 0 % 0 %

18 unchanged sentences

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

JUNE 30, 2025

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

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

Stock Options RSUs

9 unchanged sentences

40,354,141 4,311,000 67,000

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):

As of September 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

6 unchanged sentences

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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

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

For the three and nine months ended September 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.

Our 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.

All long-lived assets are held in the U.S.

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 and six months ended June 30, 2025 and 2024:

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

Other segment expenses*

Total operating expenses $ 61.5 $ 70.2 $ 117.8 $ 126.7

20.4 18.4 62.6 52.3

Total costs and operating expenses

61.1 56.5 178.9 183.1

Loss from operations ( 13.9 ) ( 28.2 ) ( 43.0 ) ( 153.7 )

5 unchanged sentences

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.

SEPTEMBER 30, 2025

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