GERON CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES (I) Evaluation of Disclosure Controls and Procedures We have carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a‑15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report on Form 10‑K. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022. 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. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met and, as set forth above, our Chief Executive Officer and our Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this annual report on Form 10‑K, that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of our disclosure control system were met. (II) Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. (III) Management’s Report on Internal Control over Financial Reporting Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management is responsible for establishing and maintaining an adequate internal control over financial reporting for us. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. 137 Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the framework set forth in “Internal Control—Integrated Framework,” our management concluded that our internal control over financial reporting was effective as of December 31, 2022. (IV) Report of Independent Registered Public Accounting Firm This annual report on Form 10-K does not include an attestation report of our independent registered public accounting firm. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting as long as we are a smaller reporting company pursuant to the provisions of Rule 12b-2 of the Exchange Act. ITEM 9B. OTHE R INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III Certain information required by Part III is omitted from this annual report on Form 10‑K because we will file with the U.S. Securities and Exchange Commission a definitive proxy statement pursuant to Regulation 14A in connection with the solicitation of proxies for Geron’s Annual Meeting of Stockholders expected to be held in May 2023, or the Proxy Statement, not later than 120 days after the end of the fiscal year covered by this annual report on Form 10‑K, and certain information included therein is incorporated herein by reference, or an amendment to this annual report on Form 10-K under cover of Form 10-K/A containing the information required by this Part III. ITEM 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE Identification of Directors and Nominees for Director The information required by this item concerning our directors and nominees for director is incorporated by reference from the section captioned “Proposal 1: Election of Directors” contained in our Proxy Statement. Identification of Executive Officers The information required by this item concerning our executive officers is set forth in Part I, Item 1 of this annual report on Form 10‑K. Code of Ethics We have adopted a Code of Conduct with which every person who works for Geron, including our board of directors, is expected to comply. The Code of Conduct is publicly available on our website under the Investors & Media section at www.geron.com. This website address is intended to be an inactive, textual reference only; none of the material on this website is part of this annual report on Form 10‑K. If any substantive amendments are made to the Code of Conduct or any waiver granted, including any implicit waiver, from a provision of the Code of Conduct to our Chief Executive Officer, Chief Financial Officer or Corporate Controller, we will disclose the nature of such amendment or waiver on that website or in a report on Form 8‑K. Copies of the Code of Conduct will be furnished without charge to any person who submits a written request directed to the attention of our Corporate Secretary, at our offices located at 919 East Hillsdale Boulevard, Suite 250, Foster City, California, 94404. Certain Corporate Governance Matters The information required by this item concerning our audit committee, audit committee financial expert and procedures by which stockholders may recommend nominees to our board of directors, may be found under the sections captioned “Board Leadership and Governance” and “Other Matters” contained in the Proxy Statement. 138 ITEM 11. EXECUTI VE COMPENSATION The information required by this item is incorporated by reference from the sections captioned “Summary Compensation Table and Narrative Disclosure to Summary Compensation Table,” and “Compensation of Directors” contained in the Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference from the sections captioned “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” contained in the Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference from the sections captioned “Proposal 1: Election of Directors” and “Certain Transactions” contained in the Proxy Statement. ITEM 14. PRINCIPAL ACCOU NTANT FEES AND SERVICES The information required by this item is incorporated by reference from the section captioned “Principal Accountant Fees and Services” contained in the Proxy Statement. PART IV ITEM 15. EXHIBITS AND FINAN CIAL STATEMENT SCHEDULES (a) (1) Financial Statements Included in Part II, Item 8 of this Report: Page Report of Independent Registered Public Accounting Firm 103 Consolidated Balance Sheets—December 31, 2022 and 2021 105 Consolidated Statements of Operations—Years Ended December 31, 2022, 2021 and 2020 106 Consolidated Statements of Comprehensive Loss—Years Ended December 31, 2022, 2021 and 2020 107 Consolidated Statements of Stockholders’ Equity—Years Ended December 31, 2022, 2021 and 2020 108 Consolidated Statements of Cash Flows—Years Ended December 31, 2022, 2021 and 2020 109 Notes to Consolidated Financial Statements 110 (2) Financial Statement Schedules Financial statement schedules are omitted because they are not required or the information is disclosed in the financial statements listed in Item 15(a)(1) above. 139 (3) Exhibits Incorporation by Reference Exhibit Number Description Exhibit Number Filing Filing Date File No. 2.1 Asset Contribution Agreement by and among Geron Corporation, BioTime, Inc. and Asterias Biotherapeutics, Inc. (formerly known as BioTime Acquisition Corporation) 2.1 8‑K January 8, 2013 000‑20859 3.1 Restated Certificate of Incorporation 3.3 8‑K May 18, 2012 000‑20859 3.2 Certificate of Amendment of the Restated Certificate of Incorporation 3.1 8‑K May 18, 2012 000‑20859 3.3 Certificate of Amendment of the Restated Certificate of Incorporation 3.1 8-K June 7, 2019 000-20859 3.4 Certificate of Amendment of the Restated Certificate of Incorporation 3.1 8-K May 13, 2021 000-20859 3.5 Amended and Restated Bylaws of Registrant 3.1 8‑K March 19, 2010 000‑20859 3.6 Amendment to Amended and Restated Bylaws of Registrant 3.4 8-K November 22, 2017 000‑20859 4.1 Description of Capital Stock 4.1 10-K March 10, 2022 000‑20859 4.2 Form of Common Stock Certificate 4.1 10‑K March 15, 2013 000‑20859 4.3 Form of Pre-Funded Warrant to Purchase Common Stock 4.1 8-K May 26, 2020 000‑20859 4.4 Form of Warrant to Purchase Common Stock 4.2 8-K May 26, 2020 000‑20859 4.5 Form of Pre-Funded Warrant to Purchase Common Stock 4.1 8-K March 30, 2022 000‑20859 4.6 Form of Warrant to Purchase Common Stock 4.2 8-K March 30, 2022 000‑20859 4.7 Form of Pre-Funded Warrant to Purchase Common Stock 4.1 8-K January 6, 2023 000‑20859 10.1 Form of Indemnification Agreement 10.1 10‑K March 7, 2012 000‑20859 10.2 Amended and Restated 2006 Directors’ Stock Option Plan* 10.5 10‑Q November 7, 2013 000‑20859 10.3 2011 Incentive Award Plan* 10.1 8‑K May 16, 2011 000‑20859 10.4 Form of Stock Option Agreement under 2011 Incentive Award Plan* 10.11 10‑K March 15, 2013 000‑20859 10.5 Form of Restricted Stock Award Agreement under 2011 Incentive Award Plan* 10.12 10‑K March 15, 2013 000‑20859 10.6 Form of Non‑Employee Director Stock Option Agreement under 2011 Incentive Award Plan* 10.2 10‑Q May 7, 2015 000‑20859 10.7 2018 Equity Incentive Plan, as amended* 10.1 8-K May 13, 2022 000-20859 10.8 UK Sub-Plan to 2018 Equity Incentive Plan* 10.1 10-Q November 7, 2022 000-20859 10.9 Form of 2018 Equity Incentive Plan Option Agreement (Time Based)* 10.2 10-Q November 7, 2022 000-20859 10.10 Form of 2018 Equity Incentive Plan Option Agreement (Performance Based)* 10.2 10-Q November 7, 2022 000-20859 10.11 Form of Non-Employee Director Stock Option Agreement under 2018 Equity Incentive Plan* 10.4 8-K May 18, 2018 000-20859 10.12 Form of Non-Employee Director Stock Option Agreement under 2018 Equity Incentive Plan, as amended* 10.13 10-K March 7, 2019 000-20859 10.13 Form of Performance-Vesting Stock Option Agreement under 2018 Equity Incentive Plan* 10.14 10-K March 7, 2019 000-20859 10.14 Form of Performance-Vesting Stock Option Agreement under 2018 Equity Incentive Plan, as amended* 10.15 10-K March 7, 2019 000-20859 10.15 2018 Inducement Award Plan, as amended July 15, 2022* 10.3 10-Q August 11, 2022 000-20859 10.16 UK Sub-Plan to 2018 Inducement Award Plan* 10.5 10-Q November 7, 2022 000-20859 10.17 Form of Stock Option Agreement under 2018 Inducement Award Plan* 10.2 8-K December 14, 2018 000‑20859 140 10.18 Form of Stock Option Agreement under 2018 Inducement Award Plan, as amended* 10.19 10-K March 7, 2019 000-20859 10.19 Form of Performance-Vesting Stock Option Agreement under 2018 Inducement Award Plan* 10.20 10-K March 7, 2019 000-20859 10.20 2014 Employee Stock Purchase Plan, as amended* 10.2 8‑K May 13, 2022 000‑20859 10.21 Form of 2018 Inducement Award Plan Option Agreement (Time Based)* 10.6 10-Q November 7, 2022 000‑20859 10.22 Form of 2018 Inducement Award Plan Option Agreement (Performance Based)* 10.7 10-Q November 7, 2022 000‑20859 10.23 Non-Employee Director Compensation Policy, as amended February 16, 2022 and March 7, 2022* 10.20 10-K March 10, 2022 000-20859 10.24 Directors’ Market Value Stock Purchase Plan, effective October 1, 2018* 10.1 10-Q November 1, 2018 000-20859 10.25 Amended and Restated Severance Plan, effective as of January 1, 2022* 10.22 10-K March 10, 2022 000-20859 10.26 Amended and Restated Employment Agreement between the Registrant and John A. Scarlett, M.D., effective as of January 31, 2019* 10.29 10-K March 7, 2019 000-20859 10.27 Amended and Restated Employment Agreement between the Registrant and Andrew J. Grethlein, effective as of January 31, 2019* 10.31 10-K March 7, 2019 000-20859 10.28 Amended and Restated Employment Agreement between the Registrant and Olivia K. Bloom, effective as of January 31, 2019* 10.32 10-K March 7, 2019 000-20859 10.29 Employment Agreement between the Registrant and Anil Kapur, effective as of December 2, 2019 * 10.33 10-K March 12, 2020 000-20859 10.30 Office Lease Agreement by and between Registrant and 3 Sylvan Realty LLC, effective as of April 30, 2019 10.18 10-Q May 2, 2019 000‑20859 10.31 Office Lease Agreement by and between Registrant and Hudson Metro Center LLC, effective as of October 9, 2019 10.1 8-K October 15, 2019 000‑20859 10.32 At Market Issuance Sales Agreement, dated September 4, 2020, by and between Registrant and B. Riley Securities, Inc. 10.1 8-K September 4, 2020 000-20859 10.33† Loan and Security Agreement, dated September 30, 2020, amongst Registrant, Hercules Capital, Inc., and Silicon Valley Bank 10.1 10-Q November 5, 2020 000-20859 10.34† Amendment to Loan and Security Agreement, dated August 12, 2021, amongst Registrant, Hercules Capital, Inc., and Silicon Valley Bank 10.1 10-Q August 16, 2021 000-20859 10.35† Second Amendment to Loan and Security Agreement, dated June 30, 2022 amongst Registrant, Hercules Capital, Inc., and Silicon Valley Bank 10.4 10-Q August 11, 2022 000-20859 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney (see signature page) 31.1 Certification of Chief Executive Officer pursuant to Form of Rule 13a‑14(a), as Adopted Pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated March 16, 2023 31.2 Certification of Chief Financial Officer pursuant to Form of Rule 13a‑14(a), as Adopted Pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated March 16, 2023 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to 141 Section 906 of the Sarbanes‑Oxley Act of 2002, dated March 16, 2023** 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated March 16, 2023** 101 The following materials from the Registrant’s annual report on Form 10‑K for the year ended December 31, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL) include: (i) Consolidated Balance Sheets as of December 31, 2022 and 2021, (ii) Consolidated Statements of Operations, Consolidated Comprehensive Loss, Stockholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2022, and (iii) Notes to Consolidated Financial Statements 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) † Confidential treatment has been granted for certain portions of this exhibit. Omitted information has been filed separately with the Securities and Exchange Commission. * Management contract or compensation plan or arrangement. ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this annual report on Form 10‑K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this annual report on Form 10‑K), irrespective of any general incorporation language contained in such filing. ITEM 16. FORM 10‑K SUMMARY None. 142 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GERON CORPORATION Date: March 16, 2023 By: /s/ Olivia Bloom OLIVIA K. BLOOM Executive Vice President, Finance, Chief Financial Officer and Treasurer POWER OF ATTORNEY KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, John A. Scarlett, M.D., and Olivia K. Bloom, and each one of them, attorneys‑in‑fact for the undersigned, each with the power of substitution, for the undersigned in any and all capacities, to sign any and all amendments to this annual report on Form 10‑K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys‑in‑fact, or his or her substitutes, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated opposite his/her name. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ John A. Scarlett President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) March 16, 2023 JOHN A. SCARLETT /s/ Olivia Bloom Executive Vice President, Finance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) March 16, 2023 OLIVIA K. BLOOM /s/ Dawn C. Bir Director March 16, 2023 DAWN C. BIR /s/ Karin Eastham Director March 16, 2023 KARIN EASTHAM /s/ V. Bryan Lawlis Director March 16, 2023 V. BRYAN LAWLIS /s/ John McDonald Director March 16, 2023 JOHN F. McDONALD /s/ Susan Molineaux Director March 16, 2023 SUSAN M. MOLINEAUX /s/ Elizabeth G. O’Farrell Director March 16, 2023 ELIZABETH G. O’FARRELL /s/ Robert J. Spiegel Director March 16, 2023 ROBERT J. SPIEGEL 143