Geron(US:GERN)2025-08-06 20:11PART I. FINANCIAL INFORMATION This section presents Geron Corporation's unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter ended June 30, 2025 Item 1. Financial Statements (Unaudited) This section presents Geron Corporation's unaudited condensed consolidated financial statements for the quarter ended June 30, 2025, with detailed notes on accounting policies and financial positions Condensed Consolidated Balance Sheets Total assets decreased to $555.2 million by June 30, 2025, primarily due to reduced marketable securities, with a slight decline in stockholders' equity | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total Assets | $555,198 | $593,781 | | Total Liabilities | $284,667 | $313,255 | | Total Stockholders' Equity | $259,531 | $280,320 | - Cash and cash equivalents decreased from $79.0 million to $77.7 million14 - Marketable securities (current and noncurrent) decreased from $422.1 million to $353.0 million143839 Condensed Consolidated Statements of Operations Total revenues significantly increased due to RYTELO sales, leading to a substantial year-over-year reduction in net loss for the periods ended June 30, 2025 | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Product revenue, net | $49,007 | $780 | $88,443 | $780 | | Total revenues | $49,036 | $882 | $88,639 | $1,186 | | Total operating expenses | $61,490 | $70,215 | $117,797 | $126,653 | | Loss from operations | $(12,454) | $(69,333) | $(29,158) | $(125,467) | | Net loss | $(16,375) | $(67,383) | $(36,210) | $(122,773) | | Basic and diluted net loss per share | $(0.02) | $(0.10) | $(0.05) | $(0.19) | - Product revenue, net, increased significantly due to the commercial launch of RYTELO in June 20241735128 - Research and development expenses decreased by 29% for the three months and 39% for the six months ended June 30, 2025, primarily due to decreased clinical trial costs and capitalization of manufacturing costs post-FDA approval17136140 Condensed Consolidated Statements of Comprehensive Loss Comprehensive loss decreased for both three and six months ended June 30, 2025, consistent with the reduced net loss | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(16,375) | $(67,383) | $(36,210) | $(122,773) | | Comprehensive loss | $(16,562) | $(67,647) | $(36,354) | $(123,495) | Condensed Consolidated Statements of Stockholders' Equity Stockholders' equity decreased to $259.5 million by June 30, 2025, reflecting net loss, other comprehensive loss, and equity activities | Metric (in thousands) | December 31, 2024 | June 30, 2025 | | :-------------------- | :---------------- | :------------ | | Total Stockholders' Equity | $280,320 | $259,531 | | Accumulated Deficit | $(1,772,341) | $(1,808,551) | - 30,369,830 shares of common stock were issued from the net exercise of pre-funded warrants in Q1 202520 - Stock-based compensation for equity-based awards totaled $14.1 million for the six months ended June 30, 20252091 Condensed Consolidated Statements of Cash Flows Net cash used in operating activities decreased due to reduced net loss, while investing activities provided cash and financing activities provided less cash year-over-year | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(75,394) | $(115,731) | | Net cash provided by (used in) investing activities | $72,754 | $(1,939) | | Net cash provided by financing activities | $1,347 | $164,631 | | Net increase in cash, cash equivalents and restricted cash | $(1,272) | $46,930 | | Cash, cash equivalents and restricted cash at end of period | $79,604 | $118,068 | - The decrease in net cash used in operations was primarily due to a decrease in net loss of $36.2 million162 - Net cash provided by investing activities increased due to decreased purchases of marketable securities163 - Financing activities in 2024 included $141.0 million from an underwriting offering of common stock and pre-funded warrants164 Notes to Condensed Consolidated Financial Statements These notes provide detailed disclosures on accounting policies, revenue recognition, inventory, debt, contingencies, and other financial statement context 1. BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION, USE OF ESTIMATES AND RECENT ACCOUNTING PRONOUNCEMENTS This note details the basis of financial statement presentation, consolidation principles, use of estimates, and evaluation of new accounting pronouncements - The financial statements are prepared in accordance with U.S. GAAP for interim financial information and include Geron Corporation and its wholly-owned subsidiaries, Geron UK Limited and Geron Netherlands B.V262728 - Management is evaluating the impact of ASU 2024-03, 'Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,' effective for fiscal years beginning after December 15, 202633 2. REVENUE RECOGNITION This note details product revenue from U.S. RYTELO sales, including gross revenue and gross-to-net adjustments for the periods ended June 30, 2025 - RYTELO U.S. sales are the sole source of product revenue, commencing in June 202435128 | (in thousands) | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--------------- | :------------------------------- | :----------------------------- | | Gross product revenue | $57,874 | $103,186 | | Total gross-to-net adjustments | $(8,867) | $(14,743) | | Net product revenue | $49,007 | $88,443 | - Total gross-to-net adjustments were 15.3% and 14.3% of gross product revenue for the three and six months ended June 30, 2025, respectively, and are expected to be in the mid- to high-teens percentage for the remainder of 2025129130 3. INVENTORY This note details RYTELO-related inventory, showing a significant increase in total inventory, especially work-in-process and finished goods, by June 30, 2025 | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | Raw materials | $7,581 | $4,904 | | Work-in-process | $47,012 | $30,093 | | Finished goods | $14,532 | $3,717 | | Total inventory | $69,125 | $38,714 | 4. FAIR VALUE MEASUREMENTS This note details fair value measurements for cash equivalents and marketable securities, categorizing them by input observability, and discusses credit risk concentrations | (in thousands) | June 30, 2025 Fair Value | December 31, 2024 Fair Value | | :--------------- | :----------------------- | :--------------------------- | | Money market funds | $37,892 | $46,802 | | Certificate of deposit | $273 | $273 | | U.S. Treasury securities | $22,785 | $30,570 | | Commercial paper | $123,995 | $185,201 | | Corporate notes | $204,695 | $202,527 | | Total | $393,641 | $474,121 | - Fair value measurements are categorized into Level 1 (quoted prices in active markets) and Level 2 (observable inputs other than quoted prices)444650 - Five customers accounted for 100% of gross accounts receivable as of June 30, 2025: McKesson Financial Center (44%), ASD Specialty Healthcare LLC (34%), Cardinal Health Inc. (20%), Biologics Inc (1%), and Sina Drug (1%)5558 5. ACCRUED LIABILITIES Accrued liabilities decreased to $26.3 million by June 30, 2025, mainly due to reduced CRO, clinical trial costs, and compensation | (In thousands) | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | CRO and clinical trial costs | $6,689 | $18,968 | | Manufacturing activities | $15,260 | $11,839 | | Accrued liabilities | $26,294 | $35,549 | 6. DEBT This note details the Pharmakon Loan Agreement and the Royalty Pharma Agreement, outlining debt facilities and royalty payment obligations - Geron entered into a Pharmakon Loan Agreement for up to $250.0 million, with $125.0 million (Tranche A) funded on November 1, 2024, bearing interest at 5.75% plus three-month SOFR (with a 3.00% floor)6061 - The Pharmakon Loan Agreement includes two additional tranches: Tranche B ($75.0 million) and Tranche C ($50.0 million), available until December 31, 2025, subject to certain conditions60 - Geron received an upfront payment of $125.0 million from Royalty Pharma in exchange for tiered royalty payments on future U.S. net sales of RYTELO, ranging from 7.75% to 1.0%, capped at 1.65x or 2.0x the Purchase Price6769 | (in thousands) | Liability Related to Sale of Future Royalties | | :--------------- | :-------------------------------------------- | | Carrying value at December 31, 2024 | $125,912 | | Interest expense recognized | $5,079 | | Royalty payments | $(3,023) | | Carrying value at June 30, 2025 | $127,968 | 7. CONTINGENCIES AND UNCERTAINTIES This note addresses legal proceedings, including securities class action and shareholder derivative lawsuits, and details commercial purchase commitments - Geron and its officers are defendants in two consolidated securities class action lawsuits and three consolidated shareholder derivative lawsuits, alleging false and misleading statements regarding RYTELO's commercial potential757778 - The company has noncancelable commercial purchase commitments for approximately $124.7 million for RYTELO manufacturing as of June 30, 202583 8. STOCKHOLDERS' EQUITY This note details changes in stockholders' equity, including warrant exercises, stock-based compensation, and amendments to equity incentive plans - 30,369,830 shares of common stock were issued in Q1 2025 from the net exercise of pre-funded warrants2085 | (In thousands) | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :--------------- | :--------------------------- | :--------------------------- | | Research and development | $2,521 | $4,917 | | Selling, general and administrative | $4,217 | $9,230 | | Total stock-based compensation expense | $6,738 | $14,147 | - Stockholders approved amendments to increase shares issuable under the 2018 Equity Incentive Plan by 20 million shares and the 2014 Employee Stock Purchase Plan by 6 million shares in May 202593 9. SEGMENT REPORTING Geron operates as a single reportable segment focused on hematologic malignancies, with RYTELO U.S. sales as its sole product revenue source - Geron has identified one operating and reportable segment, focused on developing therapies for hematologic malignancies100101 - The CODM reviews segment profit/loss based on net (loss) income and forecast-to-actual variances for significant expenses, and assets based on total consolidated assets102 10. SUBSEQUENT EVENTS An amendment to the 2018 Inducement Award Plan increased shares issuable by 11 million for inducement awards, effective August 1, 2025 - The 2018 Inducement Award Plan was amended to increase shares issuable by 11 million to 51.3 million, effective August 1, 2025, for inducement awards to new personnel107 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses Geron's business as a commercial-stage biopharmaceutical company, focusing on RYTELO's performance, critical accounting policies, and liquidity OVERVIEW Geron is a commercial-stage biopharmaceutical company focused on RYTELO for blood cancers, with U.S. launch in June 2024 and EU authorization in March 2025 - Geron is a commercial-stage biopharmaceutical company with RYTELO (imetelstat) as its first-in-class telomerase inhibitor111 - RYTELO was approved by the U.S. FDA on June 6, 2024, and commercially launched in the U.S. in June 2024 for adult patients with lower-risk MDS111 - Marketing authorization for RYTELO in the EU was granted in March 2025, with planned commercialization in select EU markets in 2026 through third parties111 - The Phase 3 IMpactMF clinical trial for relapsed/refractory myelofibrosis is over 95% enrolled, with interim OS analysis expected in H2 2026 and final analysis in H2 2028113 - Net product revenue was approximately $49.0 million in Q2 2025, $39.4 million in Q1 2025, and $47.5 million in Q4 2024, showing variability119 - Strategy to drive U.S. sales growth focuses on increasing brand awareness, refining marketing efforts, and expanding key opinion leader support120 CRITICAL ACCOUNTING POLICIES AND ESTIMATES Financial statements rely on continuous estimates and assumptions, with no significant changes in critical accounting policies during the reporting period - Preparation of financial statements requires management to make estimates and assumptions affecting reported amounts121122 - No significant changes in critical accounting policies and estimates occurred during the three and six months ended June 30, 2025124 RESULTS OF OPERATIONS Operating results show substantial RYTELO revenue growth, significantly reducing net loss, with decreased R&D and increased SG&A expenses for commercialization | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Product revenues, net | $49,007 | $780 | $88,443 | $780 | | Total revenues | $49,036 | $882 | $88,639 | $1,186 | | Research and development | $21,736 | $30,779 | $36,814 | $60,152 | | Selling, general and administrative | $38,564 | $39,419 | $78,587 | $66,484 | | Net income (loss) | $(16,375) | $(67,383) | $(36,210) | $(122,773) | - Product revenues, net, for the three and six months ended June 30, 2025, were approximately $49.0 million and $88.4 million, respectively, compared to $0.8 million for the same periods in 2024, following RYTELO's FDA approval and commercial launch128 - Research and development expenses decreased by 29% (3 months) and 39% (6 months) due to reduced IMerge MDS study activity and capitalization of manufacturing costs post-approval136140 - Selling, general and administrative expenses decreased by 2% for the three months but increased by 18% for the six months, primarily due to higher personnel-related expenses supporting RYTELO commercialization136141 - Interest expense increased by 157% (3 months) and 148% (6 months) due to the Pharmakon Loan Agreement and Royalty Pharma Agreement, both entered in November 2024143 LIQUIDITY AND CAPITAL RESOURCES Liquidity decreased to $432.6 million by June 30, 2025, with existing funds and RYTELO revenues expected to cover foreseeable operating requirements, though additional funding may be needed - Cash, cash equivalents, restricted cash, and marketable securities totaled $432.6 million as of June 30, 2025, down from $502.9 million at December 31, 2024146 - The decrease in liquidity was primarily due to cash used in operations, partially offset by accounts receivable proceeds146 - Net cash used in operations for the six months ended June 30, 2025, was $75.4 million, a decrease from $115.7 million in the prior year162 - Net cash provided by investing activities was $72.8 million for the six months ended June 30, 2025, compared to net cash used of $1.9 million in the prior year, reflecting decreased marketable securities purchases163 - Net cash provided by financing activities was $1.3 million for the six months ended June 30, 2025, significantly lower than $164.6 million in the prior year, which included proceeds from a public offering164 - The company has commercial purchase commitments of approximately $124.7 million for RYTELO manufacturing as of June 30, 2025167 - Long-term principal debt balance was $119.0 million as of June 30, 2025, from the Tranche A Loan under the Pharmakon Loan Agreement168 Item 3. Quantitative and Qualitative Disclosures About Market Risk No material changes occurred in market risk disclosures during the six months ended June 30, 2025, compared to the 2024 Form 10-K - No material changes to market risk disclosures occurred during the six months ended June 30, 2025172 Item 4. Controls and Procedures Disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level as of June 30, 2025173 - No material changes in internal control over financial reporting occurred during the quarter174 PART II. OTHER INFORMATION This section provides other information, including legal proceedings, risk factors, equity sales, defaults, and exhibits Item 1. Legal Proceedings This section refers to Note 7 for details on legal proceedings, including securities class action and shareholder derivative lawsuits - Legal proceedings are detailed in Note 7, including securities class action and shareholder derivative lawsuits177 Item 1A. Risk Factors This section outlines significant risks impacting Geron's business, including RYTELO commercialization, regulatory approvals, financial performance, and intellectual property Risk Factor Summary This summary highlights key risks, including RYTELO's commercial success, regulatory challenges, competition, manufacturing reliance, historical losses, and stock price volatility - The company's near-term prospects are wholly dependent on RYTELO, and its commercialization success is unproven181189 - Maintaining regulatory approvals for RYTELO in the U.S. and EU is critical, and failure to do so would severely affect the business180 - Competition from superior or more cost-effective products could significantly impact RYTELO's viability181 - The company has a history of net losses and may not achieve consistent future profitability186 RISKS RELATED TO THE COMMERCIALIZATION OF RYTELO® (IMETELSTAT) Risks include limited commercialization experience, challenges in sales growth, pricing, reimbursement, healthcare acceptance, competition, and reliance on third-party distributors - Geron has limited experience commercializing RYTELO, and its success depends on effective sales, marketing, and distribution189191 - RYTELO sales trends have been variable, with net product revenue of $49.0 million in Q2 2025, $39.4 million in Q1 2025, and $47.5 million in Q4 2024191 - Maintaining acceptable prices and adequate reimbursement from third-party payors is critical for RYTELO's market acceptance196198 - RYTELO must be accepted by the healthcare community, which can be slow to adopt new technologies, and faces competition from existing and developing therapies199204 RISKS RELATED TO REGULATORY APPROVAL OF RYTELO Risks include maintaining U.S. and EU regulatory approvals, obtaining new approvals, post-marketing requirements, global trade issues, and potential loss of orphan drug designation - Failure to maintain regulatory approvals for RYTELO in the U.S. and EU for lower-risk MDS could severely harm the business216 - RYTELO's regulatory approval is subject to post-marketing requirements and commitments, including long-term safety assessment in the IMerge trial and evaluating alternative dosing regimens222 - The company may be unable to obtain regulatory approval for RYTELO in other jurisdictions or for new indications, facing lengthy and unpredictable review processes226227 - Global trade issues, including tariffs and trade restrictions, could increase costs and negatively impact RYTELO sales, particularly for API manufactured in South Korea and drug product in Italy235236 - Orphan drug designation for RYTELO in MDS and MF may not be maintained, which would eliminate market exclusivity benefits238239 RISKS RELATED TO COMPLIANCE WITH HEALTHCARE LAWS Geron faces risks from strict enforcement of pharmaceutical promotion regulations, scrutiny over patient assistance, compliance with healthcare laws, and health policy changes - The FDA, DOJ, and other regulatory authorities strictly enforce regulations on pharmaceutical product promotion, and violations could lead to significant civil, criminal, and administrative penalties248249 - Enhanced scrutiny over donations to patient assistance programs could require program modifications, harm reputation, and increase expenses250252 - Business activities are subject to fraud and abuse, transparency, and health information privacy and security laws (e.g., HIPAA, HITECH), with potential for substantial penalties for non-compliance253254 - Health policy changes and healthcare reform in the U.S. and abroad, including drug pricing controls, could adversely impact RYTELO sales and financial results256258 RISKS RELATED TO THE FURTHER DEVELOPMENT OF IMETELSTAT Further imetelstat development faces risks including safety/efficacy data generation, clinical trial delays, undesirable side effects, and reliance on third parties - Further development of imetelstat for other myeloid hematologic malignancies depends on generating sufficient safety and efficacy data, obtaining additional capital, and maintaining regulatory clearances260 - Clinical trials could be interrupted, delayed, or terminated due to patient recruitment challenges, operational delays, regulatory holds, or manufacturing issues262263 - RYTELO may cause undesirable side effects (e.g., hematologic toxicities, hepatotoxicity, bleeding events) that could halt commercialization or delay regulatory approval for new indications265267269270 - Success in early clinical trials does not predict success in later trials, and IMpactMF results may differ from IMbark data275276277 - Reliance on third parties (CROs, investigators) to conduct clinical trials introduces risks of non-compliance with protocols, GCP, or regulatory requirements, potentially delaying or halting development280281282 RISKS RELATED TO MANUFACTURING RYTELO Manufacturing RYTELO faces risks including consistent production, reliance on single-source API manufacturers, regulatory compliance, and supply chain failures - Manufacturing RYTELO is complex and subject to risks including consistent production, sufficient yields, quality control, and supply chain issues290291 - The company relies on a small group of third-party manufacturers, including a single source for RYTELO's API293 - Failure by third-party manufacturers to perform or comply with regulatory requirements could interrupt or limit RYTELO supply for commercial and clinical uses293294 RISKS RELATED TO OUR OPERATING RESULTS AND FINANCIAL POSITION Geron has a history of net losses, with uncertain future profitability dependent on RYTELO sales, and faces risks from unpredictable operating results and capital needs - Geron has incurred net losses since 1990 (except for one year) and had an accumulated deficit of approximately $1.8 billion as of June 30, 2025297 - Operating results are unpredictable and may fluctuate due to RYTELO sales, reimbursement, cost of sales, royalty payments, and R&D investments298300 - Financial projections and estimates are subject to significant risks and uncertainties, including market demand, reimbursement, supply chain costs, and regulatory changes303 - Failure to obtain additional capital, if needed, could force delays or abandonment of RYTELO development or commercialization305 - As of June 30, 2025, the company had $432.6 million in cash, cash equivalents, restricted cash, and marketable securities, which are believed sufficient for foreseeable operating requirements, but additional funding may be needed305 RISKS RELATED TO OUR INDEBTEDNESS AND ROYALTY PAYMENT OBLIGATIONS Indebtedness and royalty obligations could adversely affect financial condition and flexibility, with potential for accelerated repayment upon covenant breaches - The Pharmakon Loan Agreement ($125.0 million drawn, with $125.0 million remaining in tranches) is secured by substantially all of Geron's assets, including intellectual property311312 - Indebtedness could reduce cash for operations and R&D, and failure to comply with covenants could lead to acceleration of repayment313317 - The Royalty Pharma Agreement imposes covenants on royalty payments, diligence, reporting, and restrictions on intellectual property transfers and liens related to imetelstat321 RISKS RELATED TO PROTECTING OUR INTELLECTUAL PROPERTY Protecting RYTELO's intellectual property, including patents and regulatory exclusivities, is critical but faces risks from challenges, inadequate terms, and infringement claims - Protection of RYTELO through patents, regulatory exclusivity, and other IP rights is critical, but patents may be challenged or narrowed323324 - Method-of-use patents may not prevent generic competitors from marketing identical products for off-label uses after composition-of-matter patents expire325 - Regulatory exclusivities (orphan drug, NCE, NAS) are relied upon but may be limited or withdrawn326 - Patent terms may be inadequate, and patent term extensions (e.g., Hatch-Waxman, SPCs) are not guaranteed or may be limited330331332 - The company may be subject to costly infringement claims from third parties, potentially limiting its ability to develop or commercialize RYTELO357358 RISKS RELATED TO MANAGING OUR GROWTH AND OTHER BUSINESS OPERATIONS Geron faces challenges in personnel retention, growth management, leadership transitions, EU commercialization, international operations, product liability, and ongoing lawsuits - Ability to commercialize and develop RYTELO depends on retaining and recruiting key personnel with expertise in sales, marketing, clinical science, and other areas366 - Recent executive leadership changes (President and CEO, EVP R&D, EVP CCO) create uncertainties and could harm the business370 - Plans to commercialize RYTELO in the EU through third-party collaborations may not be successful, potentially delaying or abandoning commercialization efforts371 - Operating subsidiaries in the UK and Netherlands expose the company to additional costs and risks associated with international business372 - Geron is a defendant in securities class action and derivative lawsuits alleging false and misleading statements about RYTELO's commercial potential, which could result in substantial damages and divert management's attention375376378 RISKS RELATED TO INFORMATION TECHNOLOGY SYSTEMS, DATA SECURITY AND DATA PRIVACY Geron faces significant risks from cybersecurity threats, data breaches, and non-compliance with evolving data privacy and security laws, potentially leading to fines and disruptions - Information technology systems and data, including those of third parties, are vulnerable to evolving cybersecurity threats (e.g., ransomware, supply-chain attacks, AI-facilitated attacks)383384386 - Compromises could lead to regulatory investigations, litigation, fines, business disruptions, reputational harm, and loss of revenue383389 - The company is subject to stringent and changing data privacy and security laws globally (e.g., EU GDPR, UK GDPR, CCPA), with potential for significant penalties for non-compliance393395396398399 - Challenges in cross-border data transfers (e.g., from EEA/UK to U.S.) due to data localization requirements could disrupt operations and incur significant expense397 RISKS RELATED TO OUR COMMON STOCK AND FINANCIAL REPORTING Stock price volatility, Nasdaq listing compliance, anti-takeover provisions, and risks related to internal controls and tax laws impact stockholders and financial reporting - Stock price has been extremely volatile, trading between $0.89 and $6.38 from July 2015 to June 2025, and between $1.17 and $5.06 from July 2024 to June 2025403406 - Stock price volatility is influenced by RYTELO sales, regulatory approvals, R&D progress, competitive developments, and general market conditions403404 - Failure to maintain Nasdaq Global Select Market listing requirements could negatively impact stock price and liquidity406 - Provisions in charter, bylaws, and Delaware law may inhibit potential acquisition bids, potentially affecting stock price408411413 - The company does not intend to pay cash dividends on common stock in the foreseeable future419 - Failure to maintain effective internal controls under Section 404 of Sarbanes-Oxley Act could materially adversely affect the business and stock price424425 - Changes in tax laws or regulations, and limitations on net operating loss carryforwards, could adversely affect financial condition426429430 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities No unregistered sales of equity securities, use of proceeds, or issuer purchases occurred during the reporting period - No unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities occurred431 Item 3. Defaults Upon Senior Securities No defaults upon senior securities occurred during the reporting period - No defaults upon senior securities occurred432 Item 4. Mine Safety Disclosures Mine Safety Disclosures are not applicable to Geron Corporation - Mine Safety Disclosures are not applicable to the registrant433 Item 5. Other Information This section discloses Rule 10b5-1 trading arrangements adopted by directors and officers during the quarter | Name and Title | Action Taken | Date of Action | Rule 10b5-1 | Nature of Trading Arrangement | Aggregate Number of Securities | | :--------------- | :----------- | :------------- | :---------- | :---------------------------- | :----------------------------- | | V. Bryan Lawlis, Ph.D., Director | Adopted | May 15, 2025 | X | Sale | 406,000 | Item 6. Exhibits This section lists exhibits filed with the 10-Q report, including plan amendments, CEO/CFO certifications, and XBRL financial statements - Exhibits include amendments to the 2018 Equity Incentive Plan and 2014 Employee Stock Purchase Plan436 - Certifications from the Chief Executive Officer and Chief Financial Officer are filed pursuant to Sections 302(a) and 906 of the Sarbanes-Oxley Act of 2002436 - Financial statements are provided in Inline Extensible Business Reporting Language (iXBRL) format436 SIGNATURES The report was signed by Michelle Robertson, EVP, CFO, and Treasurer, on August 6, 2025 - The report was signed by Michelle Robertson, EVP, CFO, and Treasurer, on August 6, 2025442