GERON CORP 10-Q

ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, prior to the filing of this Report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting described below. Material Weakness A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified a material weakness in our internal control over financial reporting. Specifically, management identified deficiencies in the design and operation of certain Information Technology General Controls, or ITGCs, related to user access and program change management for our Enterprise Resource Planning and payment processing systems. Consequently, IT application controls and IT dependent manual business process controls that rely upon information from these systems, were also deemed ineffective. The material weakness was determined to have existed as of and remains unremediated as of September 30, 2025. While the material weakness did not result in a misstatement of our previously filed annual or interim consolidated financial statements, this material weakness, until remediated, could result in a material misstatement to one or more accounts or disclosures in the annual or interim consolidated financial statements that would not be prevented or detected. Management's Plan to Remediate the Material Weakness We are currently in the process of implementing measures and taking steps designed to address the underlying causes of the material weakness, which we have determined were influenced by changes in our personnel and IT processes and the rapid growth of our company in 2025. Our remediation efforts will include enhancing the design of 37 our ITGC-related controls, as well as providing training to relevant personnel on the design and operation of our ITGCs. We expect to complete implementation of the remediation measures by the end of the fourth quarter of 2025. While we are performing certain remediation activities to strengthen our controls to address the identified material weakness, control weaknesses are not considered remediated until enhanced internal controls have been operational for a period of time, are tested, and management concludes that these controls are operating effectively. We will continue to monitor the effectiveness of our remediation measures in connection with future assessments of the effectiveness of our internal control over financial reporting and disclosure controls and procedures, and we will make any changes to the design of our plan and take such other actions that we deem appropriate given the circumstances. Changes in Internal Control Over Financial Reporting Other than the remediation efforts described above, there were no changes in our internal control over financial reporting during the quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures In designing and evaluating disclosure controls and procedures, our management recognizes that any system of controls, however well designed and operated, can provide only reasonable assurance, and not absolute assurance, that the desired control objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals in all future circumstances. 38 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See Note 7 on Contingencies and Uncertainties in Notes to Condensed Consolidated Financial Statements of this Report for information on legal proceedings.