What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 95 added, 58 removed, 509 unchanged (23% of the section changed)

17 unchanged sentences

Deposits and other assets 5,696 5,945

$ 534,120 $ 570,540

Total assets $ 519,009 $ 570,540

LIABILITIES AND STOCKHOLDERS' EQUITY

19 unchanged sentences

Total stockholders' equity 218,614 225,872

$ 534,120 $ 570,540

Total liabilities and stockholders' equity $ 519,009 $ 570,540

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2026 2025 2026 2025

Product revenue, net $ 57,473 $ 49,007 $ 109,244 $ 88,443

7 unchanged sentences

Total costs and operating expenses 69,976 61,490 121,655 117,797

Income (loss) from operations 158 ( 16,704 )

Loss from operations ( 12,496 ) ( 12,454 ) ( 12,338 ) ( 29,158 )

Interest income 2,971 4,656 6,392 9,808

9 unchanged sentences

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2026 2025 2026 2025

Net loss $ ( 16,680 ) $ ( 16,375 ) $ ( 20,322 ) $ ( 36,210 )

Net unrealized gain (loss) on marketable securities ( 412 ) 55

Net unrealized loss on marketable securities ( 55 ) ( 191 ) ( 467 ) ( 136 )

Foreign currency translation adjustment ( 93 ) 4 ( 141 ) ( 8 )

20 unchanged sentences

Balance at March 31, 2026 641,033 $ 641 $ 2,088,141 $ ( 1,859,483 ) $ ( 191 ) $ 229,108

Net loss — — — ( 16,680 ) — ( 16,680 )

Other comprehensive loss — — — — ( 55 ) ( 55 )

Foreign currency translation adjustment — — — — ( 93 ) ( 93 )

Issuances of common stock under equity plans 1,131 1 1,070 — — 1,071

Stock-based compensation related to issuances of common stock and options for services 6 — 16 — — 16

Stock-based compensation for equity-based awards to employees and directors — — 4,933 — — 4,933

Employee stock purchases 300 — 314 — — 314

Balance at June 30, 2026 642,470 $ 642 $ 2,094,474 $ ( 1,876,163 ) $ ( 339 ) $ 218,614

Common Stock Additional

2 unchanged sentences

Comprehensive

Income (Loss) Total

Gain (Loss) Total

Stockholders'

2 unchanged sentences

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

Other comprehensive loss — — — — 55 55

Other comprehensive gain — — — — 55 55

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

Exercise of Pre-Funded Warrant 30,370 31 — — — 31

Issuance of common stock under equity plans 155 — 256 — — 256

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

Stock-based compensation related to issuances of common stock and options for services 5 — 15 — — 15

1 unchanged sentence

Balance at March 31, 2025 636,918 $ 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

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

Stock-based compensation related to issuances of common stock and options for services 6 — 26 — — 26

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

Employee stock purchases 417 — 500 — — 500

Balance at June 30, 2025 637,850 $ 638 $ 2,067,327 $ ( 1,808,551 ) $ 117 $ 259,531

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(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 7,776 9,880

Inventory write-off 6,329 —

Stock-based compensation expense 9,862 14,187

Amortization of right-of-use assets 388 358

Increase in allowance for doubtful accounts — 131

Allowance for doubtful accounts increase/(decrease) ( 821 ) 21

Changes in assets and liabilities:

16 unchanged sentences

Proceeds from the exercise of warrants 1,511 —

Proceeds from employee stock purchase plan 314 500

Net cash provided by financing activities 3,809 1,347

Net effect of exchange rates on cash, cash equivalents and restricted cash ( 136 ) 21

Net increase (decrease) in cash, cash equivalents and restricted cash ( 8,661 ) 4,734

Net decrease in cash, cash equivalents and restricted cash ( 14,909 ) ( 1,272 )

Cash, cash equivalents and restricted cash at the beginning of the period 79,440 80,876

12 unchanged sentences

The accompanying unaudited condensed consolidated balance sheet as of December 31, 2025 has been derived from audited financial statements at that date.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other period.

Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other period.

We operate as one operating segment.

9 unchanged sentences

Summary of Significant Accounting Policies

The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 are consistent with those discussed in Note 1 to the consolidated financial statements in the 2025 Form 10-K.

The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 are consistent with those discussed in Note 1 to the consolidated financial statements in the 2025 Form 10-K.

Recent Accounting Pronouncements

15 unchanged sentences

have been not material.

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, 2026 and 2025:

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, 2026 and 2025:

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

(in thousands)

2026 2025 2026 2025

Gross product revenue $ 72,436 $ 57,874 $ 137,789 $ 103,186

6 unchanged sentences

Net product revenue $ 57,473 $ 49,007 $ 109,244 $ 88,443

As of June 30, 2026, three customers individually accounted for approximately 42 %, 36 % and 18 % of our gross accounts receivable associated with our product revenue, as compared to 43 %, 38 % and 17 % as of December 31, 2025, respectively.

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

The following table presents our inventory as of March 31, 2026 and December 31, 2025:

March 31, December 31,

The following table presents our inventory as of June 30, 2026 and December 31, 2025:

June 30, December 31,

(in thousands)

7 unchanged sentences

Cash Equivalents and Marketable Securities

Cash equivalents, restricted cash and marketable securities by security type at March 31, 2026 were as follows:

Cash equivalents, restricted cash and marketable securities by security type at June 30, 2026 were as follows:

(in thousands) Amortized

39 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2026 and December 31, 2025 were as follows:

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, 2026 and December 31, 2025 were as follows:

Less Than 12 Months 12 Months or Longer Total

2 unchanged sentences

Fair Value Gross

As of March 31, 2026:

As of June 30, 2026:

Government-sponsored enterprise securities (due in less than one year) $ 2,986 $ ( 1 ) $ — $ — $ 2,986 $ ( 1 )

Treasury securities (due in less than one year) 21,881 ( 15 ) — — 21,881 ( 15 )

Municipal securities (due in less than one year) 5,008 ( 4 ) — — 5,008 ( 4 )

Municipal securities (due in one to two years) 2,009 ( 11 ) — — 2,009 ( 11 )

Commercial paper (cash equivalent) 4,995 — — — 4,995 —

Commercial paper (due in less than one year) 65,893 ( 73 ) — — 65,893 ( 73 )

6 unchanged sentences

$ 49,252 $ ( 54 ) $ — $ — $ 49,252 $ ( 54 )

The gross unrealized losses related to municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of March 31, 2026 and December 31, 2025 were due to changes in interest rates and not credit risk.

The gross unrealized losses related to government-sponsored enterprise securities, U.S.

Treasury securities, municipal securities, commercial paper and corporate notes as of June 30, 2026 and December 31, 2025 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, 2026 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 local or global economic recessions as a result of ongoing geopolitical events, such as the current military conflicts between Ukraine and Russia or the United States and Iran, as well as recent and potential future disruptions in access to bank deposits or lending commitments due to bank failure.

We have not recorded any allowances for credit losses on our available-for-sale securities for the three and six months ended June 30, 2026 as we have not identified any unrealized losses for these securities attributable to credit factors.

We do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.

19 unchanged sentences

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

In addition, there have been no changes to our valuation techniques as of March 31, 2026 and December 31, 2025.

In addition, there have been no changes to our valuation techniques as of June 30, 2026 and December 31, 2025.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicates the fair value category assigned.

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value category assigned.

Fair Value Measurements at Reporting Date Using

4 unchanged sentences

(In thousands) Level 1 Level 2 Level 3 Total

As of March 31, 2026:

As of June 30, 2026:

Money market funds (1)(2)

36 unchanged sentences

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

(5) Included in current portion of liabilities related to sale of future royalties on our consolidated balance sheets.

(6) Included in noncurrent portion of liabilities related to sale of future royalties on our consolidated balance sheets.

(5) Included in current and noncurrent portion of liabilities related to sale of future royalties on our consolidated balance sheets.

GERON CORPORATION

1 unchanged sentence

OTHER CONDENSED CONSOLIDATED FINANCIAL STATEMENT DETAILS

Accrued liabilities consisted of the following as of March 31, 2026 and December 31, 2025:

(In thousands) MARCH 31,

Accrued liabilities consisted of the following as of June 30, 2026 and December 31, 2025:

(In thousands) JUNE 30,

2026 DECEMBER 31,

6 unchanged sentences

$ 30,715 $ 51,340

Accrued compensation and benefits consisted of the following as of March 31, 2026 and December 31, 2025:

(In thousands) MARCH 31,

Accrued compensation and benefits consisted of the following as of June 30, 2026 and December 31, 2025:

(In thousands) JUNE 30,

2026 DECEMBER 31,

4 unchanged sentences

$ 9,106 $ 30,497

Cash, cash equivalents, and restricted cash included in the Company's condensed consolidated statement of cash flows were as follows:

(In thousands) JUNE 30,

2026 JUNE 30,

Cash and cash equivalents $ 62,643 $ 77,734

Restricted cash 1,888 1,870

Total cash, cash equivalents, and restricted cash $ 64,531 $ 79,604

Pharmakon Loan Agreement

6 unchanged sentences

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

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July 30, 2026.

Neither the Tranche B Loan nor the Tranche C Loan were drawn, and both are no longer available.

The amendment also extended the date before which any Term Loan prepayment is subject to a make‑whole premium, or the Makewhole Date, from November 1, 2026 to May 1, 2027.

2 unchanged sentences

Fees incurred in connection with the amendment were not material and were expensed as incurred.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Term Loans mature on November 1, 2029.

1 unchanged sentence

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

As of March 31, 2026, the applicable interest rate was 10.80 %.

As of June 30, 2026, the applicable interest rate was 10.83 %.

Interest is due and payable quarterly on the last day of each quarter.

1 unchanged sentence

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.

In addition to the prepayment premium, prepayments of any Term Loan prior to May 1, 2027 are subject to a make-whole amount equal to the sum of all interest that would have accrued through such date.

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.

Certain of our subsidiaries may, from time to time, 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.

7 unchanged sentences

We concluded that the likelihood of such acceleration is remote, and therefore all debt is classified as long‑term.

As of March 31, 2026, we were in compliance with our Pharmakon Loan Agreement covenants.

As of June 30, 2026, we were in compliance with our Pharmakon Loan Agreement covenants.

GERON CORPORATION

1 unchanged sentence

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, 2026 (in thousands):

The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of June 30, 2026 (in thousands):

Total $ 167,980

22 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, 2026:

The following table shows the activity within the liability related to sale of future royalties during the six months ended June 30, 2026:

(in thousands) Liability Related to Sale of Future Royalties

3 unchanged sentences

Carrying value of liability related to sale of future royalties at March 31, 2026 $ 129,773

Interest expense recognized 3,864

Royalty payments ( 4,012 )

Carrying value of liability related to sale of future royalties at June 30, 2026 $ 129,625

COMMITMENTS AND CONTINGENCIES

13 unchanged sentences

On April 13, 2026, lead plaintiffs filed a second amended complaint.

We intend to move to dismiss the second amended complaint.

On May 18, 2026, we filed our motion to dismiss the second amended complaint.

On June 22, 2026, lead plaintiffs filed their opposition to our motion to dismiss the second amended complaint, and on July 10, 2026, we filed our reply in support of our motion to dismiss the second amended complaint.

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

5 unchanged sentences

3:25-cv-03396, respectively.

The three 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.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

commercial potential of RYTELO.

The allegations in each of the three derivative complaints are substantially similar to the Securities Class Action.

7 unchanged sentences

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.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 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.

23 unchanged sentences

Severance Plan

We maintain two severance plans:

one applied to (i) employees hired on or before December 31, 2021, and (ii) employees at the Senior Vice President level and above (i.e., executives), and the other applies to non‑executive employees hired on or after January 1, 2022.

The plans provide severance benefits upon qualifying terminations, including enhanced benefits in connection with a change of control.

As of March 31, 2026, all executive officers have employment agreements with severance provisions and will receive the greater of the severance benefits provided under their agreements or the applicable plan (without duplication).

We maintain a company-wide severance plan that provides severance benefits upon qualifying terminations, including enhanced benefits in connection with a change of control.

As of June 30, 2026, all executive officers have employment agreements with severance provisions and will receive the greater of the severance benefits provided under their agreements or the severance plan (without duplication).

GERON CORPORATION

4 unchanged sentences

We have engaged third‑party contract manufacturers 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 binding commercial purchase commitments of approximately $ 15.9 million that can be cancelled, but would incur cancellation penalties, and approximately $ 37.7 million in agreed upon manufacturing commitments that can be adjusted based on commercial demand of RYTELO as of March 31, 2026.

Related to those contract manufacturing agreements, we have binding commercial purchase commitments of approximately $ 10.2 million that can be cancelled, but would incur cancellation penalties, and approximately $ 37.3 million in agreed upon manufacturing commitments that can be adjusted based on commercial demand of RYTELO as of June 30, 2026.

Based on current plans and information available, the related commercial purchase commitments are intended to be utilized.

9 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, 2026 and 2025, the diluted net loss per share calculation excludes potential dilutive securities of 91,845,095 and 80,776,089 , 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, 2026 and 2025, the diluted net loss per share calculation excludes potential dilutive securities of 87,308,000 and 80,516,533 , respectively, related to outstanding stock options and warrants as their effect would have been anti-dilutive.

SEGMENT REPORTING

12 unchanged sentences

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, 2026 and 2025:

Three Months Ended March 31,

The following table reconciles reported revenues to net (loss) income under the significant expense principle for the three and six months ended June 30, 2026 and 2025:

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

(in millions)

2026 2025 2026 2025

Product revenue, net $ 57.4 $ 49.0 $ 109.2 $ 88.4

1 unchanged sentence

Total revenues $ 57.5 $ 49.0 $ 109.3 $ 88.6

Operating expenses:

Costs and operating expenses:

Cost of goods sold 9.2 1.2 10.9 2.4

15 unchanged sentences

The charges were recorded within restructuring charges in the consolidated statements of operations.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The workforce reduction was substantially completed in the first quarter of 2026.

There were no restructuring charges during the three months ended March 31, 2025.

(in millions)

Restructuring

There were no restructuring charges during the three and six months ended June 30, 2025.

(in thousands) Restructuring

Accrued balance as of December 31, 2025 $ 17,032

2 unchanged sentences

Accrued balance as of March 31, 2026 $ 3,106

Expenses and adjustments ( 157 )

Payments ( 2,771 )

Accrued balance as of June 30, 2026 $ 178

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