GERON CORP 10-Q

ITEM 5. OTHER 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 V. Bryan Lawlis, Ph.D. , Director Adoption February 14, 2024 X 35,000 1 May 20, 2024 John A. Scarlett, M.D. , Chairman of the Board, President and Chief Executive Officer Adoption February 20, 2024 X 600,000 2 February 20, 2025 * 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 Includes up to 35,000 shares subject to stock options previously granted by Geron to Dr. Lawlis. 2 Includes up to 600,000 shares subject to stock options previously granted by Geron to Dr. Scarlett. 67 ITEM 6. EXHIBITS Incorporation by Reference Exhibit Number Description Exhibit Number Filing Filing Date File No. 3.1 Certificate of Amendment of the Restated Certificate of Incorporation * 3.1 8-K June 2, 2023 000-20859 3.2 Amended and Restated Bylaws of Registrant * 3.1 8-K December 15, 2023 000-20859 4.1 Form of Pre-Funded Warrant to Purchase Common Stock 4.1 8-K March 20, 2024 000-20859 10.1 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 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 May 2, 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 May 2, 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 May 2, 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 May 2, 2024.** 101 The following materials from the Registrant’s March 31, 2024 Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL) include: (i) Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2024 and 2023, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2024 and 2023, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 and (v) Notes to Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document ) _____________________ + Filed herewith. * Included herein solely for purposes of correcting an incorrect hyperlink in the Exhibit Index to the Company's Annual Report on Form 10-K for the year ended December 31, 2023. ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q, 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 Form 10-Q), irrespective of any general incorporation language contained in such filing. 68 SIGNATURES Pursuant to the requirements 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: May 2, 2024 By: /s/ MICHELLE ROBERTSON MICHELLE ROBERTSON Executive Vice President, Finance, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial and Accounting Officer) 69