Item 9A. Controls and Procedures
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, 2023.
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, 2023 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.
116
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, 2023.
(IV) Report of Independent Registered Public Accounting Firm
This annual report on Form 10-K includes an attestation report of our independent registered public accounting firm. It is set forth in Item 8 above.
ITEM 9B. OTHE R INFORMATION
Trading Arrangements
During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.
Character of Trading Arrangement
Name and Title
Action
Date
Rule 10b5-1*
Non-Rule 10b5-1 **
Total Shares to be Sold
Expiration Date
Faye Feller, M.D. , Executive
Vice President and
Chief Medical Officer
Termination 1
October 25, 2023
X
30,000
January 12, 2024
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act.
1 Represents the termination of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as then in effect when adopted on January 13, 2023 .
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 2024, 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.
117
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.
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
83
Consolidated Balance Sheets—December 31, 2023 and 2022
86
Consolidated Statements of Operations—Years Ended December 31, 2023, 2022 and 2021
87
Consolidated Statements of Comprehensive Loss—Years Ended December 31, 2023, 2022 and 2021
88
Consolidated Statements of Stockholders’ Equity—Years Ended December 31, 2023, 2022 and 2021
89
Consolidated Statements of Cash Flows—Years Ended December 31, 2023, 2022 and 2021
90
Notes to Consolidated Financial Statements
91
118
(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.
119
(3) Exhibits
Incorporation by Reference
Exhibit
Number
Description
Exhibit
Number
Filing
Filing Date
File No.
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
Certificate of Amendment of the Restated Certificate of Incorporation
3.1
8-K
June 2, 2023
000-20859
3.6
Amended and Restated Bylaws of Registrant
3.1
8‑K
December 15, 2023
000‑20859
4.1
Description of Capital Stock
4.1
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
June 2, 2023
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)*
10.3
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 *
10.2
10-Q
August 3, 2023
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
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
120
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, March 7, 2022 and February 14, 2024*
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
Employment Agreement by and between the Registrant and Faye Feller, effective as of July 9, 2022*
10.31
Employment Agreement by and between the Registrant and Scott A. Samuels, effective as of August 1, 2023*
10.1
10-Q
November 2, 2023
000-20859
10.32
Employment Agreement by and between the Registrant and Michelle Robertson, effective as of September 25, 2023*
10.2
10-Q
November 2, 2023
000-20859
10.33
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
10.34
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
10.35
At Market Issuance Sales Agreement, dated November 1, 2023, by and between Registrant and B. Riley Securities, Inc.
10.1
8-K
November 2, 2023
000-20859
10.36
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
10.37
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
10.38
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
10.39
Third Amendment to Loan and Security Agreement, dated December 14, 2023 amongst Registrant, Hercules Capital, Inc., and Silicon Valley Bank^
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
121
Section 302(a) of the Sarbanes‑Oxley Act of 2002, dated February 28, 2024
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 February 28, 2024
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, dated February 28, 2024**
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 February 28, 2024**
97.1
Incentive Compensation Recoupment Policy, effective October 2, 2023*
101
The following materials from the Registrant’s annual report on Form 10‑K for the year ended December 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL) include: (i) Consolidated Balance Sheets as of December 31, 2023 and 2022, (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, 2023, and (iii) Notes to Consolidated Financial Statements
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
^ Certain portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant customarily and actually treats as private or confidential.
* 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.
122
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: February 28, 2024
By:
/s/ Michelle Robertson
MICHELLE ROBERTSON
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 Michelle Robertson, 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)
February 28, 2024
JOHN A. SCARLETT
/s/ Michelle Robertson
Executive Vice President, Finance, Chief
Financial Officer and Treasurer (Principal
Financial and Accounting Officer)
February 28, 2024
MICHELLE ROBERTSON
/s/ GAURAV AGGARWAL
Director
February 28, 2024
GAURAV AGGARWAL
/s/ Dawn C. Bir
Director
February 28, 2024
DAWN C. BIR
/s/ V. Bryan Lawlis
Director
February 28, 2024
V. BRYAN LAWLIS
/s/ John McDonald
Director
February 28, 2024
JOHN F. McDONALD
/s/ Susan Molineaux
Director
February 28, 2024
SUSAN M. MOLINEAUX
/s/ Elizabeth G. O’Farrell
Director
February 28, 2024
ELIZABETH G. O’FARRELL
/s/ Robert J. Spiegel
Director
February 28, 2024
ROBERT J. SPIEGEL
123