What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-08 · 178 added, 117 removed, 588 unchanged (33% of the section changed)

3 unchanged sentences

(IN THOUSANDS)

SEPTEMBER 30,

Current assets:

30 unchanged sentences

THREE MONTHS ENDED

SIX MONTHS ENDED

NINE MONTHS ENDED

SEPTEMBER 30,

Product revenue, net

17 unchanged sentences

THREE MONTHS ENDED

SIX MONTHS ENDED

Net unrealized loss on marketable securities

NINE MONTHS ENDED

SEPTEMBER 30,

Net unrealized gain/(loss) on marketable securities

Foreign currency translation adjustments

7 unchanged sentences

Balance at December 31, 2023

Other comprehensive income

Other comprehensive loss

Foreign currency translation

30 unchanged sentences

Balance at June 30, 2024

Other comprehensive income

Foreign currency translation

Issuance of common stock in

connection with exercise of

Stock-based compensation related

to issuance of common stock

and options in exchange

Issuance of common stock

under equity plans

Stock-based compensation for

equity-based awards to

employees and directors

Balance at September 30, 2024

GERON CORPORATION

4 unchanged sentences

Balance at December 31, 2022

Other comprehensive loss

Other comprehensive income

Foreign currency translation

28 unchanged sentences

Balance at June 30, 2023

Other comprehensive loss

Foreign currency translation

Stock-based compensation

related to issuance of common

stock and options in exchange

Issuance of common stock in

connection with exercise of

Issuances of common stock

under equity plans

Stock-based compensation for

equity-based awards to

employees and directors

Balance at September 30, 2023

See accompanying notes.

2 unchanged sentences

(IN THOUSANDS)

SIX MONTHS ENDED

NINE MONTHS ENDED

SEPTEMBER 30,

Cash flows from operating activities:

30 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

SEPTEMBER 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any other period.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any other period.

These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements for each of the three years ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023, or the 2023 Form 10-K.

9 unchanged sentences

In connection with previous public offerings, we issued pre-funded warrants to purchase shares of our common stock.

These pre-funded warrants are exercisable immediately at an exercise price of $ 0.001 per share each, and as of June 30, 2024, none of these pre-funded warrants have been exercised.

These pre-funded warrants are exercisable immediately at an exercise price of $ 0.001 per share each, and as of September 30, 2024, none of these pre-funded warrants have been exercised.

These pre-funded warrants, which represent an aggregate of 59,433,145 shares of common stock, have been included in the computation of basic net loss per share, since their exercise price is negligible and they may be exercised at any time.

3 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 and six months ended June 30, 2024 and 2023, the diluted net loss per share calculation excludes potential dilutive securities of 78,759,286 and 97,584,078 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 nine months ended September 30, 2024 and 2023, the diluted net loss per share calculation excludes potential dilutive securities of 76,588,779 and 77,651,673 , respectively, related to outstanding stock options and warrants as their effect would have been anti-dilutive.

Use of Estimates

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

SEPTEMBER 30, 2024

Accounts Receivable

6 unchanged sentences

We do not currently expect our current or future exposures to credit losses to have a significant impact on us.

The estimated allowance for expected credit losses was not material as of June 30, 2024, nor were the changes to the allowance during any of the periods presented.

The estimated allowance for expected credit losses was not material as of September 30, 2024 , nor were the changes to the allowance during any of the periods presented.

Inventory is recorded at the lower of cost or net realized value, with cost determined under the weighted average method.

3 unchanged sentences

The determination of net realizable value requires judgment including consideration of many factors, such as estimates of future product demand, product net selling prices, current and future market conditions and potential product obsolescence, among others.

Prior to regulatory approval, we expense costs associated with the manufacture a product candidate to research and development expense unless we are reasonably certain such costs have future commercial use and net realizable value.

Prior to regulatory approval, we expensed costs associated with the manufacture of a product candidate to research and development expense unless we are reasonably certain such costs have future commercial use and net realizable value.

Since we consider attaining regulatory approval of a product candidate to be highly uncertain and difficult to predict, we expect only in rare instances that pre-launch inventory will be capitalized, if at all.

3 unchanged sentences

Cost of goods sold may also include costs related to excess or obsolete inventory adjustment charges, abnormal costs, unabsorbed manufacturing and overhead costs, and manufacturing variances.

For the three and six months ended June 30, 2024, other than packaging costs, substantially all of our RYTELO inventory sold had a zero-cost basis as it was recorded as research and development expenses prior to the FDA’s approval.

For the three and nine months ended September 30, 2024 , other than packaging costs, substantially all of our RYTELO inventory sold had a zero-cost basis as it was recorded as research and development expenses prior to the FDA’s approval.

Fair Value of Financial Instruments

14 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

SEPTEMBER 30, 2024

represent our obligation to make lease payments arising from the lease.

43 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

SEPTEMBER 30, 2024

is the sum of probability-weighted amounts in a range of possible consideration amounts to estimate variable consideration and consideration payable to parties other than our customers related to our product sales.

34 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

SEPTEMBER 30, 2024

For agreements with sales-based royalties, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (a) when the related sales occur, or (b) when the performance obligation, to which some or all of the royalty has been allocated, has been satisfied (or partially satisfied).

26 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

The following table summarizes the stock-based compensation expense included in operating expenses on our condensed consolidated statements of operations related to stock options and employee stock purchases for the three and six months ended June 30, 2024 and 2023, which was allocated as follows:

Three Months Ended June 30,

Six Months Ended June 30,

SEPTEMBER 30, 2024

The following table summarizes the stock-based compensation expense included in operating expenses on our condensed consolidated statements of operations related to stock options and employee stock purchases for the three and nine months ended September 30, 2024 and 2023, which was allocated as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

2 unchanged sentences

Total stock-based compensation expense

Stock-based compensation of $ 0.1 million was capitalized to inventory for the three and six months ended June 30, 2024.

As stock-based compensation expense recognized in our condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, but at a minimum, reflects the grant-date fair value of those awards that actually vested in the period.

Stock-based compensation of $ 0.3 million and $ 0.4 million was capitalized to inventory for the three and nine months ended September 30, 2024, respectively.

As stock-based compensation expense recognized in our condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, but at a minimum, reflects the grant-date fair value of those awards that actually vested in the period.

Forfeitures have been estimated at the time of grant based on historical data and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

We have recognized stock-based compensation expense for the achievement of a milestone achieved upon FDA approval of RYTELO on our condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023.

Stock Options

2 unchanged sentences

Performance-based stock options vest upon the achievement of specified strategic milestones.

The fair value of service-based stock options granted during the six months ended June 30, 2024 and 2023 has been estimated at the date of grant using the Black- Scholes option-pricing model with the following assumptions:

Six Months Ended June 30,

The fair value of service-based stock options granted during the nine months ended September 30, 2024 and 2023 has been estimated at the date of grant using the Black- Scholes option-pricing model with the following assumptions:

Nine Months Ended September 30,

Dividend yield

7 unchanged sentences

Employee Stock Purchase Plan

The fair value of employees’ stock purchase rights during the six months ended June 30, 2024 and 2023 has been estimated using the Black-Scholes option-pricing model with the following assumptions:

Six Months Ended June 30,

The fair value of employees’ stock purchase rights during the nine months ended September 30, 2024 and 2023 has been estimated using the Black-Scholes option-pricing model with the following assumptions:

Nine Months Ended September 30,

Dividend yield

14 unchanged sentences

The expected term of employees’ stock purchase rights is equal to the purchase period.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Non-Employee Stock-Based Awards

1 unchanged sentence

We recognize stock-based compensation expense for the fair value of the vested portion of non-employee stock-based awards on our condensed consolidated statements of operations.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

Segment Information

Our executive management team represents our chief decision maker.

We view our operations as a single segment, the development of therapeutic products for oncology.

We view our operations as a single segment, the development and commercialization of therapeutic products for oncology.

As a result, the financial information disclosed herein materially represents all of the financial information related to our principal operating segment.

19 unchanged sentences

sales of RYTELO, which we began shipping to our customers in June 2024.

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, 2024 (in thousands):

Three and Six Months Ended

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 nine months ended September 30, 2024 (in thousands):

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Gross product revenue

5 unchanged sentences

Net product revenue

(1) As of June 30, 2024 approximately $ 0.1 million of estimated gross-to-net accruals have been recorded within accounts payable and accrued expenses on the condensed consolidated balance sheets.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

SEPTEMBER 30, 2024

(1) As of September 30, 2024 approximately $ 1.4 million of estimated gross-to-net accruals have been recorded within accounts payable and accrued expenses on the condensed consolidated balance sheets.

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

The following table presents our inventory as of June 30, 2024 (in thousands):

Six Months Ended

The following table presents our inventory as of September 30, 2024 (in thousands):

As of September 30, 2024

(in thousands)

Raw materials

Work-in-process

Finished goods

2 unchanged sentences

Cash Equivalents and Marketable Securities

Cash equivalents, restricted cash and marketable securities by security type at June 30, 2024 were as follows:

Cash equivalents, restricted cash and marketable securities by security type at September 30, 2024 were as follows:

(In thousands)

1 unchanged sentence

Money market funds

Commercial paper

Restricted cash:

13 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

SEPTEMBER 30, 2024

Cash equivalents, restricted cash and marketable securities by security type at December 31, 2023 were as follows:

19 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

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, 2024 and December 31, 2023 were as follows:

SEPTEMBER 30, 2024

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 September 30, 2024 and December 31, 2023 were as follows:

Less Than 12 Months

1 unchanged sentence

(In thousands)

As of June 30, 2024:

US Treasury Securities (due in less than

Government-sponsored enterprise

securities (due in less than one year)

Government-sponsored enterprise

securities (due in one to two years)

As of September 30, 2024:

Commercial paper (due in less than

10 unchanged sentences

The gross unrealized losses related to U.S.

Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of June 30, 2024 and December 31, 2023 were due to changes in interest rates and not credit risk.

Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of September 30, 2024 and December 31, 2023 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 and six months ended June 30, 2024 and 2023 as we have not identified any unrealized losses for these securities attributable to credit factors.

We have not recorded any allowances for credit losses on our available-for-sale securities for the three and nine months ended September 30, 2024 and 2023 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 macroeconomic or other global economic conditions, including those resulting from inflation, rising interest rates, prospects of a recession, bank failures and other disruptions to financial systems, civil or political unrest, military conflicts, pandemics or other health crises.

7 unchanged sentences

Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

1 unchanged sentence

Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper, and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 and indicates the fair value category assigned.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicates the fair value category assigned.

Fair Value Measurements at Reporting Date Using

5 unchanged sentences

(In thousands)

As of June 30, 2024:

As of September 30, 2024:

Money market funds (1)(2)

18 unchanged sentences

ACCRUED LIABILITIES

Accrued liabilities consisted of the following as o f June 30, 2024 and December 31, 2023:

Accrued liabilities consisted of the following as o f September 30, 2024 and December 31, 2023:

SEPTEMBER 30,

(In thousands)

3 unchanged sentences

Interest payable

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

On September 30, 2020, we, Hercules Capital, Inc., or Hercules, and Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N.A.

(as successor to Silicon Valley Bank)), or SVB, entered into a term loan facility, or the Original Loan Agreement, consisting of up to $ 75.0 million aggregate principal amount available to us, as amended in August 2021.

On June 30, 2022, or the Effective Date, we entered into a second amendment to the Original Loan Agreement, or as amended, the Loan Agreement.

Under the second amendment, the aggregate principal amount available to us increased from $ 75.0 million to $ 125.0 million, with such principal being available in a series of tranches, subject to certain terms and conditions.

On December 14, 2023, we entered into a third amendment to the Original Loan Agreement, or as amended, the Loan Agreement.

As of June 30, 2024, a total of $ 80.0 million has been drawn under the Loan Agreement.

On June 30, 2022, or the Effective Date, we entered into a second amendment to the Original Loan Agreement, or as amended, the Hercules Loan Agreement.

Under the second amendment, the aggregate principal amount available to us increased from $ 75.0 million to $ 125.0 million, with such principal being

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

available in a series of tranches, subject to certain terms and conditions.

On December 14, 2023, we entered into a third amendment to the Hercules Loan Agreement.

As of September 30, 2024, a total of $ 80.0 million had been drawn under the Hercules Loan Agreement.

On the effective date of the second amendment, we paid $ 100,000 as a facility charge that we recognized as a debt discount and are amortizing such cost to interest expense over the life of the loan using the effective interest rate method.

1 unchanged sentence

We also incurred legal fees in connection with the second amendment, which we recognized as debt issuance costs and are amortizing such cost to interest expense over the life of the loan using the effective interest rate method.

Under the third amendment, the aggregate principal amount drawn down and remaining available to us under the Loan Agreement remains at $ 125.0 million, with such principal being available in a series of tranches, subject to certain terms and conditions.

The third amendment also provides that (i) the fourth tranche of the Loan Agreement was increased from $ 10.0 million to $ 30.0 million, (ii) the commitment period for the fifth tranche of the Loan Agreement of $ 20.0 million, which was made available due to achievement of a regulatory milestone and satisfaction of certain capitalization requirements and was extended through December 15, 2024, (iii) the variable annual interest rate on the outstanding loans has been decreased to the greater of:

Under the third amendment, the aggregate principal amount drawn down and remaining available to us under the Hercules Loan Agreement remained at $ 125.0 million at September 30, 2024, with such principal available in a series of tranches, subject to certain terms and conditions.

The third amendment also provided that (i) the fourth tranche of the Hercules Loan Agreement was increased from $ 10.0 million to $ 30.0 million, (ii) the commitment period for the fifth tranche of the Hercules Loan Agreement of $ 20.0 million, which was made available due to achievement of a regulatory milestone and satisfaction of certain capitalization requirements and was extended through December 15, 2024, (iii) the variable annual interest rate on the outstanding loans was decreased to the greater of:

(x) 9.0 %, or (y) the sum of (A) the Prime Rate (as reported in The Wall Street Journal) minus 4.5 %, plus (B) 9.0 %;

and (iv) the interest only period of the Loan Agreement has been extended from June 30, 2024 through December 31, 2024, due to regulatory approval of RYTELO and satisfaction of certain financial and capitalization requirements.

In connection with the third amendment, on the third amendment effective date, we borrowed and received the entire fourth tranche of the Loan Agreement in the amount of $ 30.0 million.

After giving effect to such borrowing, the outstanding principal amount under the Loan Agreement is $ 80.0 million.

and (iv) the interest only period of the Hercules Loan Agreement was extended from June 30, 2024 through December 31, 2024, due to regulatory approval of RYTELO and satisfaction of certain financial and capitalization requirements.

In connection with the third amendment, on the third amendment effective date, we borrowed and received the entire fourth tranche of the Hercules Loan Agreement in the amount of $ 30.0 million.

After giving effect to such borrowing, the outstanding principal amount under the Hercules Loan Agreement was $ 80.0 million at September 30, 2024.

On the effective date of the third amendment, we paid $ 300,000 as a facility charge that we recognized as a debt discount and are amortizing such cost to interest expense over the life of the loan using the effective interest rate method.

1 unchanged sentence

We also incurred legal fees in connection with the third amendment, which we recognize as debt issuance costs and amortize such cost to interest expense over the life of the loan using the effective interest rate method.

The third amendment of the Loan Agreement is not substantially different as compared to the Original Loan Agreement, and accordingly, we treated the amendment as a modification of the debt in accordance with ASC 470.

On September 15, 2023, the third tranche of $ 20.0 million of the Loan Agreement expired and is no longer available for us, but was added to the fourth tranche as part of the third amendment to the Loan Agreement.

Under the Loan Agreement as amended, the Loan Agreement matures on October 1, 2025 , or the Loan Maturity Date, which was extended from April 1, 2025 upon regulatory approval of RYTELO.

The Loan Agreement bears interest at a floating rate per annum equal to the greater of either (i) 9.0 % or (ii) the sum of (A) the Prime Rate (as reported in The Wall Street Journal) minus 4.5 %, plus (B) 9.0 % ( 8.5 % as of December 31, 2023).

The interest only period of the Loan Agreement has been extended from June 30, 2024 through December 31, 2024.

The third amendment of the Hercules Loan Agreement was not substantially different as compared to the Original Loan Agreement, and accordingly, we treated the amendment as a modification of the debt in accordance with ASC 470.

On September 15, 2023, the third tranche of $ 20.0 million of the Hercules Loan Agreement expired and was no longer available for us, but was added to the fourth tranche as part of the third amendment to the Hercules Loan Agreement.

Under the Hercules Loan Agreement as amended, the Hercules Loan Agreement matures on October 1, 2025 , or the Loan Maturity Date, which was extended from April 1, 2025 upon regulatory approval of RYTELO.

The Hercules Loan Agreement bears interest at a floating rate per annum equal to the greater of either (i) 9.0 % or (ii) the sum of (A) the Prime Rate (as reported in The Wall Street Journal) minus 4.5 %, plus (B) 9.0 % ( 12.5 % as of September 30, 2024).

The interest only period of the Hercules Loan Agreement was extended from June 30, 2024 through December 31, 2024.

due to regulatory approval of RYTELO and satisfaction of certain financial and capitalization requirements.

Following the expiration of the interest-only period, we are required to repay the Loan Agreement in equal monthly amortization payments of principal and interest until the Loan Maturity Date.

Upon full repayment of the Loan Agreement, we are also obligated to pay an end of term charge in an amount equal to 6.55 % of the amount of the Loan Agreement actually borrowed.

Following the expiration of the interest-only period, we are required to repay the Hercules Loan Agreement in equal monthly amortization payments of principal and interest until the Loan Maturity Date.

Upon full repayment of the Hercules Loan Agreement, we are also obligated to pay an end of term charge in an amount equal to 6.55 % of the amount of the Hercules Loan Agreement actually borrowed.

Such end of term charge is being accrued to interest expense over the term of the Loan Agreement using the effective interest rate method.

At our option, upon at least five business days’ prior written notice to Hercules, we may prepay all or any portion greater than or equal to $ 5.0 million of the outstanding loan by paying the entire principal balance (or portion thereof) and all accrued and unpaid interest.

There is no prepayment charge for prepayments of drawdowns under Tranche 1 or Tranche 2.

At our option, upon at least seven business days’ prior written notice to Hercules, we are able to prepay all or any portion greater than or equal to $ 5.0 million of the outstanding loan by paying the entire principal balance (or portion thereof) and all accrued and unpaid interest.

There was no prepayment charge for prepayments of drawdowns under Tranche 1 or Tranche 2.

Prepayments of drawdowns under Tranche 3, Tranche 4, Tranche 5 or Tranche 6 are subject to a prepayment charge of 1.5 % of the prepayment amount, if the prepayment is made prior to June 30, 2025.

Thereafter, any prepayment of Tranche 3, Tranche 4, Tranche 5 or Tranche 6 is not subject to a prepayment charge.

We are in compliance with the covenants under the Loan Agreement as of June 30, 2024.

As of June 30, 2024, the net carrying value of the debt under the Loan Agreement was $ 83.4 million , which includes the principal amount of $ 80.0 million less net unamortized debt discounts and issuance costs of $ 331,000 plus accrued end of term charge of $ 3.8 million.

The carrying value of the debt approximates the fair value as of June 30, 2024.

We were in compliance with the covenants under the Hercules Loan Agreement as of September 30, 2024.

As of September 30, 2024 , the net carrying value of the debt under the Hercules Loan Agreement was $ 83.8 million, which includes the principal amount of $ 80.0 million less net unamortized debt discounts and issuance costs of $ 258,000 plus accrued end of term charge of $4 .1 million.

The carrying value of the debt approximates the fair value as of September 30, 2024.

The debt discounts and debt issuance costs are being amortized to interest expense over the life of the outstanding loan amounts using the effective interest rate method.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of June 30, 2024 (in thousands):

SEPTEMBER 30, 2024

The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of September 30, 2024 (in thousands):

Remainder of 2024

4 unchanged sentences

Noncurrent portion of debt

Subsequent to September 30, 2024, all obligations outstanding under the Hercules Loan Agreement, amounting to $ 86.5 million, were repaid in full by us in connection with our entry into and funding under a new loan agreement, with BioPharma Credit PLC and the lenders party thereto.

See Note 9 on Subsequent Events in Notes to Condensed Consolidated Financial Statements of this Report for additional information.

CONTINGENCIES AND UNCERTAINTIES

Purported Securities Lawsuits

In 2020, three securities class action lawsuits were filed against us and certain of our officers.

One of the lawsuits was voluntarily dismissed.

The other two lawsuits, filed in the U.S.

District Court for the Northern District of California, were consolidated by the court.

In September 2022, the parties agreed to a settlement and entered into a Stipulation and Agreement of Settlement, which was subject to court approval.

The court granted final approval of the settlement on September 28, 2023 and final judgment was entered on October 3, 2023.

Under the terms of the Stipulation, in exchange for the release and dismissal with prejudice of all claims against the defendants in the consolidated class action complaint, we agreed to pay and/or to cause our insurance carriers to pay a total of $ 24.0 million, comprised of $ 17.0 million in cash, which was paid into an escrow account under our available directors' and officers', or D&O insurance coverage and, $ 7.0 million in cash which was paid after final approval of the settlement by the court.

The settlement does not constitute an admission of fault or wrongdoing by Geron or any of our officers .

Our portion of the settlement amount was paid in the fourth quarter of 2023.

There is no liability outstanding as of June 30, 2024 as the matter was fully settled during the year ended December 31, 2023.

In 2020 and 2021, seven shareholder derivative actions were filed in a number of courts, naming as defendants certain of our then current officers and certain of our then current and former members of our board.

On December 21, 2022, the parties to the shareholder derivative action filed in the Delaware Court of Chancery entered into a stipulation of settlement, or the Derivative Stipulation, and on May 17, 2023, the Delaware Court of Chancery approved the Derivative Stipulation, and the case was dismissed with prejudice.

Subsequently, each of the remaining derivative cases were dismissed with prejudice.

Under the terms of the Derivative Stipulation, in exchange for the release and dismissal with prejudice of all claims against the defendants in the consolidated shareholder derivative actions filed in the Northern District, we agreed to pay and/or to cause our insurance carriers to pay a total of $ 1,350,000 , comprised of $ 525,000 in cash, which was payable under our available D&O insurance coverage and $ 825,000 in cash payable by us.

The settlement does not constitute an admission of fault or wrongdoing by any of our officers or members of our board.

In the second quarter of 2023, our insurance carriers paid $ 525,000 in cash, and we paid $ 825,000 in cash, for an aggregate total payment of $ 1,350,000 .

Accordingly, there are no outstanding amount to settle against this as of June 30, 2024.

While we have settled these lawsuits, it is possible that additional lawsuits might be filed, or allegations might be received from stockholders, with respect to these same or other matters and also naming us and/or our officers and directors as defendants.

Such lawsuits and any other related lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors.

The outcome of such lawsuits is necessarily uncertain.

Legal Proceedings

We are not currently a party to any material pending legal proceedings.

From time to time, we may and have previously been involved in legal proceedings arising in the ordinary course of business, including potential securities lawsuits.

Such lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors.

We could be forced to expend significant resources in the defense of any additional lawsuits, and we may not prevail.

In addition, we have and may continue to incur substantial legal fees and costs in connection with such lawsuits.

Monitoring, initiating and defending against legal actions is time-consuming for our management, is likely to be expensive, and may detract from our ability to fully focus our internal resources on our business activities.

4 unchanged sentences

It is possible that we could, in the future, incur judgments or enter into settlements of claims for monetary damages.

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

Indemnifications to Officers and Directors

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(i) an employee is terminated by us without cause in connection with a change of control or within 12 months following a change of control provided, however, that if an employee is terminated by us in connection with a change of control but immediately accepts employment with our successor or acquirer, the employee will not be eligible for the benefits outlined in the plans, (ii) an employee resigns because in connection with a change of control, the offered terms of employment (new or continuing) by us or our successor or acquirer within 30 days after the change of control results in a material change in the terms of employment, or (iii) after accepting (or continuing) employment with us after a change of control, an employee resigns within 12 months following a change of control due to a material change in the terms of employment.

Under the severance plans, a Non‑Change of Control Triggering Event and Separation from Service is defined as an event where an employee is terminated by us without cause.

Under the severance plans, a Non‑Change of Control Triggering Event and Separation

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

from Service is defined as an event where an employee is terminated by us without cause.

Severance payments range from three to 18 months of base salary in connection with a Change of Control Triggering Event or from six weeks to 12 months of base salary in connection with a Non-Change of Control Triggering Event, as well as a pro-rata portion of the employee’s annual target bonus, depending on the employee’s position with us, payable in a lump sum payment, and monthly COBRA payments for the severance period.

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A copy of the severance plan covering our executive officers is filed as an exhibit to the 2023 Form 10-K.

As of June 30, 2024, all our executive officers have employment agreements with severance provisions and will receive the greater severance benefits of their agreements or those in the severance plan applicable to them.

As of September 30, 2024, all our executive officers have employment agreements with severance provisions and will receive the greater severance benefits of their agreements or those in the severance plan applicable to them.

Purchase Commitments

We have engaged third‑party contract manufacturers and have re-established our own manufacturing supply chain 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 noncancelable commercial purchase commitments for approximately $ 62.5 million in the aggregate as of June 30, 2024.

Related to those contract manufacturing agreements, we have noncancelable commercial purchase commitments for appro ximately $ 62.4 milli on in the aggregate as of September 30, 2024.

These purchase commitments can vary based on the commercial demand of RYTELO and are binding based on future manufacturing needs.

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The public offering price of the 2024 pre-funded warrant was $ 2.99 per share.

The 2024 pre- funded warrant has an exercise price of $ 0.001 per share and may be exercised at any time

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

until the 2024 pre-funded warrant is exercised in full.

As of June 30, 2024 , none of the 2024 pre-funded warrant has been exercised.

The 2024 pre- funded warrant has an exercise price of $ 0.001 per share and may be exercised at any time until the 2024 pre-funded warrant is exercised in full.

As of September 30, 2024 , none of the 2024 pre-funded warrant has been exercised.

The net cash proceeds from the March 2024 offering were approximately $ 141.0 million, after deducting the underwriting discount and other offering expenses paid by us, and excluding any future proceeds from the exercise of the pre-funded warrant.

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In the second quarter of 2024, warrants to purchase 281,211 shares of our common stock were exercised for net cash proceeds of approximately $ 365,000 .

In th e third quarter of 2024, warrants to purchase 3,080 shares of our common stock were exercised for net cash proceeds of approximately $ 4,000 .

The warrants were issued in connection with underwritten public offerings of common stock and pre-funded warrants, together with accompanying stock purchase warrants in May 2020.

As of June 30, 2024, the following warrants remained outstanding:

As of September 30, 2024, the following warrants remained outstanding:

• pre-funded warrants with an exercise price of $ 0.001 per share to purchase 59,433,145 shares of our common stock, which have no expiration date;

GERON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

• stock purchase warrants with an exercise price of $ 1.30 per share to purchase 2,152,570 shares of our common stock related to the public offering of our common stock in May 2020, which expire on December 31, 2025 .

SUBSEQUENT EVENTS

Pharmakon Loan Agreement

On November 1, 2024, we entered into a loan agreement, or the Pharmakon Loan Agreement, with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, each, a Lender, which are investment funds managed by Pharmakon Advisors, LP, and BioPharma Credit PLC, as collateral agent, that provides for a 5 -year senior secured term loan facility of up to $ 250.0 million, divided into three committed tranches:

(i) a Tranche A Loan in an aggregate principal amount of $ 125.0 million, or the Tranche A Loan, which was funded on November 1, 2024, or the Tranche A Closing Date;

(ii) a Tranche B Loan in an aggregate principal amount of $ 75.0 million, or the Tranche B Loan, which is available, subject to certain limited conditions, at our option;

and (iii) a Tranche C Loan in an aggregate principal amount of $ 50.0 million, or the Tranche C Loan, and together with the Tranche A Loan and the Tranche B Loan, collectively, the Term Loans, which is available to us upon reaching a specified trailing twelve-month RYTELO revenue milestone.

The Tranche B Loan and the Tranche C Loan, once available, may be requested on or prior to December 31, 2025.

A portion of the proceeds from the Tranche A Loan were used to repay, in full, all amounts owed ($ 86.5 million) under the Hercules Loan Agreement, which was terminated effective November 1, 2024 .

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

The Term Loans mature on November 1, 2029 .

The Term Loans bear interest at a variable rate per annum equal to 5.75 % plus the three-month Secured Overnight Financing Rate, or SOFR, with a SOFR floor of 3.00 %.

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

Interest is due and payable quarterly on the last day of each quarter with the first payment due on December 31, 2024.

The Pharmakon Loan Agreement requires we pay an amount equal to 2.50 % of the Lenders’ total committed amount to fund the Term Loans, payable with respect to each Term Loan on the funding date of such Term Loan.

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 makewhole amount equal to the sum of all interest that would have accrued through such 2nd anniversary.

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.

The Pharmakon Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties.

We and our subsidiaries are bound by certain affirmative covenants setting forth actions that are required during the term of the Pharmakon Loan Agreement, including, without limitation, certain information delivery requirements, obligations to maintain certain insurance, and certain notice requirements.

There are no financial covenants.

Additionally, we and our subsidiaries are bound by certain restrictive covenants setting forth actions that are not permitted to be taken during the term of the Pharmakon Loan Agreement, including, without limitation, (i) selling or disposing of assets, (ii) amending, modifying or waiving our rights under material agreements, (iii) consummating change in control transactions unless all amounts becoming due under the Loan Agreement are paid in full immediately upon (and concurrent with) the consummation of any such change in control transaction, (iv) incurring additional indebtedness, (v) incurring non-permitted liens or encumbrance on our or our subsidiaries’ assets, (vi) paying dividends or making any distribution or payment on or redeeming, retiring or purchasing any equity interests, and (vii) making payments on subordinated indebtedness, in each case, subject to specified exceptions.

The Pharmakon Loan Agreement also contains the following events of default:

(i) failure to pay principal, interest and other amounts when due, (ii) the breach of the covenants under the Loan Agreement, (iii) the occurrence of a material adverse change or a withdrawal event in respect of RYTELO, (iv) certain attachments of the credit parties assets and restraints on their business, (v) certain insolvency, liquidation, bankruptcy or similar events, (vi) certain cross-default of third-party indebtedness and royalty revenue contracts, (vii) the failure to pay certain judgements, (viii) material misrepresentations, (ix) the loan documents ceasing to create a valid security interest in a material portion of the collateral, (x) the occurrence of certain ERISA events and (xi) the occurrence of a default under any subordination or intercreditor agreement, in each case subject to the grace periods, cure period and thresholds as specified in the Pharmakon Loan Agreement.

Upon the occurrence of an event of default, the Lenders may, among other things, accelerate our obligations under the Pharmakon Loan Agreement (including all obligations for principal, interest and any applicable makewhole and prepayment premiums);

provided that upon an event of default relating to certain insolvency, liquidation, bankruptcy or similar events, all outstanding obligations will be immediately accelerated.

Termination of the Hercules Loan Agreement

All obligations outstanding under the Hercules Loan Agreement were repaid in full on November 1, 2024, upon which the Hercules Loan Agreement was terminated and all liens on our assets in granted in connection with the Hercules Loan Agreement were released.

See Note 6 on Debt in Notes to Condensed Consolidated Financial Statements of this Report for additional information about the Hercules Loan Agreement.

Royalty Pharma Revenue Participation Right Purchase Agreement

On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma.

Pursuant to the Royalty Pharma Agreement, we received an upfront payment of $ 125.0 million, or the Purchase Price, in exchange for which Royalty Pharma obtained the right to receive tiered revenue interest payments with respect to annual U.S.

net sales, or Annual Net Sales, of RYTELO beginning on July 1, 2024, ranging from:

(i) 7.75 % of Annual Net Sales up to $ 500.0 million;

(ii) 3.0 % of Annual Net Sales in excess of $ 500.0 million but less than or equal to $ 1.0 billion;

and (iii) 1.0 % in respect of Annual Net Sales in excess of $ 1.0 billion, or the Revenue Interest Payments.

The Revenue Interest Payments to Royalty Pharma are capped, such that they will cease upon reaching a multiple of 1.65 times the Purchase Price if Royalty Pharma receives Revenue Interest Payments in that amount in respect of net sales occurring on or before June 30, 2031, or upon reaching a multiple of 2.0 times the Purchase Price thereafter.

Our revenue payment obligations under the Royalty Pharma Agreement may be discharged in connection with a change of control of the Company in an amount equal to 1.65 times the Purchase Price minus the aggregate Revenue Interest Payments received by Royalty Pharma as of the date of the closing of the change of control, if the closing of the change of control occurs on or prior to December 31, 2027, or in an amount equal to 2.0 times the Purchase Price minus the aggregate Revenue Interest Payments received by Royalty Pharma as of the date of the closing of the change of control, if the closing of the change of control occurs after December 31, 2027.

T here are no other royalties payable on RYTELO, which was developed internally and is exclusively owned by Geron.

The Royalty Pharma Agreement contains customary representations, warranties and indemnities of the Company and Royalty Pharma and customary covenants relating to the Revenue Interest Payments.

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