GERN / Geron Corporation - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

GERON CORPORATION 2018 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 27, 2018 APPROVED BY THE STOCKHOLDERS: MAY 15, 2018 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2020 APPROVED BY THE STOCKHOLDERS: JUNE 5, 2020 AMENDED BY THE B

EX-10.1 Exhibit 10.1 GERON CORPORATION 2018 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 27, 2018 APPROVED BY THE STOCKHOLDERS: MAY 15, 2018 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2020 APPROVED BY THE STOCKHOLDERS: JUNE 5, 2020 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 2, 2021 APPROVED BY THE STOCKHOLDERS: MAY 11, 2021 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 16, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2026 GERON CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2026 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Num

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Exhibit 10.1 GERON CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ORIGINALLY ADOPTED BY THE BOARD OF DIRECTORS: MARCH 10, 2014 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2015, MAY 6, 2015, FEBRUARY 11, 2016, JANUARY 31, 2018, MAY 15, 2018, OCTOBER 1, 2018, JANUARY 30, 2019, FEBRUARY 12, 2020, FEBRUARY 16, 2022, MARCH 7, 2022, FEBRUARY 14, 2024, MARCH 6, 2025, MAY 4, 2025, FEBRUARY 17,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON CO

EMPLOYMENT AGREEMENT

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of April 13, 2026 (the “Effective Date”), by and between Timothy Williams (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”). Whereas, the Company desires to employ Executive to provide personal services to the Company and to provide Executive with certain compensation and benefi

This Consulting Agreement (the “

Exhibit 10.3 Consulting Agreement This Consulting Agreement (the “Agreement”), effective as of October 16, 2025 (the “Effective Date”), sets forth the terms and conditions established between Geron Corporation (“Geron”), with a place of business at 3 Sylvan Way, Suite 202, Parsippany, New Jersey 07054; and Andrew J. Grethlein, residing at 628 Johnstone Lane B865, Barnard, Vermont 05031 (“Consultan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

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2025 Annual Report Letter to Stockholders 2026 Proxy Statement 2025 Annual Report on Form 10-KDEAR GERON STOCKHOLDER, 2025 was a year of strategic alignment for Geron.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 25, 2026 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 25, 2026 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

GERON CORPORATION COMMON STOCK SALES AGREEMENT

EX-1.2 Exhibit 1.2 GERON CORPORATION COMMON STOCK SALES AGREEMENT February 27, 2026 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: Geron Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to

List of Subsidiaries

EXHIBIT 21.1 List of Subsidiaries Geron UK Limited, incorporated September 29, 2021 Geron Netherlands B.V., incorporated February 17, 2023

EMPLOYMENT AGREEMENT

EXHIBIT 10.39 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of October 20, 2025 (the “Effective Date”), by and between Ahmed ElNawawi (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”). Whereas, the Company desires to employ Executive to provide personal services to the Company and to provide Executive with certain compensation and benef

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Exhibit 10.21 GERON CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ORIGINALLY ADOPTED BY THE BOARD OF DIRECTORS: MARCH 10, 2014 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2015, MAY 6, 2015, FEBRUARY 11, 2016, JANUARY 31, 2018, MAY 15, 2018, OCTOBER 1, 2018, JANUARY 30, 2019, FEBRUARY 12, 2020, FEBRUARY 16, 2022, MARCH 7, 2022, FEBRUARY 14, 2024, MARCH 6, 2025, MAY 4, 2025 AND FEBRUARY

EMPLOYMENT AGREEMENT

EXHIBIT 10.40 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of July 9, 2022 (the “Effective Date”), by and between Faye Feller (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”) with corporate offices in Parsippany, New Jersey and Foster City, California. Whereas, the Company desires to employ Executive to provide personal services to th

GERON CORPORATION Dated as of [•], 20  Debt Securities

EX-4.5 EXHIBIT 4.5 GERON CORPORATION Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20  Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Se

Security Type

Calculation of Filing Fee Tables S-3 GERON CORP Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, $0.

Table of Contents

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-

GERON CORPORATION _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________

EX-4.8 EXHIBIT 4.8 GERON CORPORATION AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF 1 GERON CORPORATION FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “ Agreement ”), dated as of [•], between GERON CORPORATION , a Delaware corporation (the “ Company ”) and [•], a [corporation] [national banking association]organized and existing

FIRST AMENDMENT

EXHIBIT 10.35 FIRST AMENDMENT This First Amendment to Loan Agreement (this “First Amendment”), dated as of January 5, 2026 (the “Effective Date”), is entered into by and among GERON CORPORATION, a Delaware corporation (as “Borrower” and a Credit Party), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales (as the “Collateral Agent”), BPCR LIMITED PARTNERS

GERON CORPORATION _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________ GERON CORPORATION FORM OF PREFERRED STOCK WARRANT AGREEMENT

EX-4.7 EXHIBIT 4.7 GERON CORPORATION AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF GERON CORPORATION FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between GERON CORPORATION, a Delaware corporation (the “Company ”), and [•], a [corporation] [national banking association] organized and existing und

As filed with the Securities and Exchange Commission on March 2, 2026

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 2, 2026 Registration No.

GERON CORPORATION

1 Exhibit 19.1 GERON CORPORATION INSIDER TRADING POLICY (REVISED FEBRUARY 17, 2026) Table of Contents Introduction1 Statement of Policy2 Transactions Subject to this Policy3 Persons Subject to this Policy3 Material Nonpublic Information3 Quarterly Trading Blackouts4 Event-Specific Trading Blackouts5 Exceptions to this Policy5 Special and Prohibited Transactions6 Pre-Clearance and Advance Notice of

GERON CORPORATION _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________

EX-4.6 EXHIBIT 4.6 GERON CORPORATION AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF 1 GERON CORPORATION FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “ Agreement ”), dated as of [•], between GERON CORPORATION , a Delaware corporation (the “ Company ”), and [•], a [corporation] [national banking association] organized and existing under

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2026 GERON CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2026 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fil

Geron Corporation Reports Fourth Quarter and Full Year 2025 Financial Results and Recent Business Highlights Achieved $48 million and $184 million in RYTELO® (imetelstat) net product revenue in Q4 2025 and full year 2025, respectively Reported total

EX-99.1 Exhibit 99.1 Geron Corporation Reports Fourth Quarter and Full Year 2025 Financial Results and Recent Business Highlights Achieved $48 million and $184 million in RYTELO® (imetelstat) net product revenue in Q4 2025 and full year 2025, respectively Reported total operating expenses of $255 million for full year 2025, within the previous guidance range Reiterated 2026 RYTELO net product reve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2026 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2026 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

Geron Corporation Provides 2026 Financial Guidance 2026 RYTELO® (imetelstat) net product revenue expected in the range of $220 to $240 million 2026 total operating expenses expected in the range of $230 to $240 million Expected top-line growth and st

Geron Corporation Provides 2026 Financial Guidance 2026 RYTELO® (imetelstat) net product revenue expected in the range of $220 to $240 million 2026 total operating expenses expected in the range of $230 to $240 million Expected top-line growth and streamlined operations to support path toward building a sustainable hematology company FOSTER CITY, CA – January 12, 2025 - Geron Corporation (Nasdaq: GERN), a commercial stage biopharmaceutical company, aiming to change lives by changing the course of blood cancer, today announced 2026 financial guidance.

Corporate Presentation January 2026 2 Forward-Looking Statements Except for the historical information contained herein, this presentation contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Lit

geroncorporatedeck-janua Corporate Presentation January 2026 2 Forward-Looking Statements Except for the historical information contained herein, this presentation contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2026 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2026 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):December 10, 2025 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):December 10, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERO

Geron Corporation Reports Third Quarter 2025 Financial Results and Recent Business Highlights Achieved $47.2 million in RYTELO® net product revenue in Q3 2025 Completed enrollment in Phase 3 IMpactMF clinical trial evaluating imetelstat in relapsed/r

Exhibit 99.1 Geron Corporation Reports Third Quarter 2025 Financial Results and Recent Business Highlights Achieved $47.2 million in RYTELO® net product revenue in Q3 2025 Completed enrollment in Phase 3 IMpactMF clinical trial evaluating imetelstat in relapsed/refractory myelofibrosis Strengthened leadership team with appointment of Chief Commercial Officer and additional key executives Announced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2025 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

Geron Corporation Announces Executive Leadership Transitions and Appointments Four new executives appointed, including new Chief Commercial Officer, to lead commercial strategy and operations

Exhibit 99.1 Geron Corporation Announces Executive Leadership Transitions and Appointments Four new executives appointed, including new Chief Commercial Officer, to lead commercial strategy and operations FOSTER CITY, Calif., October 13, 2025 - Geron Corporation (Nasdaq: GERN), a commercial-stage biopharmaceutical company aiming to change lives by changing the course of blood cancer, today announc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2025 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Geron Corporation (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2018 Inducement Award Plan Common Stock, $0.

6, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON COR

Geron Corporation Reports Second Quarter 2025 Financial Results and Recent Business Highlights Seasoned Commercial Hematology and Oncology Leader Harout Semerjian Appointed as President and CEO Achieved $49.0 million in RYTELO® net product revenue in

Exhibit 99.1 Geron Corporation Reports Second Quarter 2025 Financial Results and Recent Business Highlights Seasoned Commercial Hematology and Oncology Leader Harout Semerjian Appointed as President and CEO Achieved $49.0 million in RYTELO® net product revenue in Q2 2025 Phase 3 IMpactMF clinical trial in relapsed/refractory myelofibrosis is over 95% enrolled and expected to be fully enrolled by y

As filed with the Securities and Exchange Commission on August 6, 2025

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No.

Geron Corporation Amended and Restated Severance Plan, as amended.

EXHIBIT 10.2 Effective August 1, 2025 Geron Corporation Amended and Restated Severance Plan (and Summary Plan Description) This Geron Corporation Amended and Restated Severance Plan (the “Plan”) sets forth the severance benefits available to Covered Employees of Geron Corporation (together with any successor to substantially all of its business, stock or assets, the “Company”) whose employment is

Geron Corporation 2018 Inducement Award Plan, as amended

EXHIBIT 10.3 Amended 2018 Inducement Award Plan GERON CORPORATION 2018 Inducement Award Plan Adopted by the Board of Directors: December 14, 2018 (with 3,000,000 share reserve) Amended and Restated: January 29, 2019 (added 5,000,000 shares) Amended and Restated: February 11, 2020 (added 1,300,000 shares) Amended and Restated: February 1, 2021 (added 800,000 shares) Amended and Restated: May 91, 20

Employment Agreement by and between the Company and Harout Semerjian, effective August 7, 2025.

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of August 7, 2025 (the “Effective Date”), by and between Harout Semerjian (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”). Whereas, the Company desires to employ Executive to provide personal services to the Company and to provide Executive with certain compensation and benefi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2025 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Geron Corporation (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2018 Equity Incentive Plan Common Stock, $0.

As filed with the Securities and Exchange Commission on June 30, 2025

As filed with the Securities and Exchange Commission on June 30, 2025 Registration No.

eron Corporation 2014 Employee Stock Purchase Plan, as amended

Exhibit 10.2 Geron Corporation 2014 Employee Stock Purchase Plan Adopted by the Board of Directors: March 10, 2014 Approved by the Stockholders: May 20, 2014 Amended by the Board of Directors: February 16, 2022 Approved by the Stockholders: May 10, 2022 Amended by the Board of Directors: March 6, 2025 Approved by the Stockholders: May 21, 2025 1.General; Purpose. (a)This Plan provides a means by w

eron Corporation 2018 Equity Incentive Plan, as amended

Exhibit 10.1 Geron Corporation 2018 Equity Incentive Plan Adopted by the Board of Directors: March 27, 2018 Approved by the Stockholders: May 15, 2018 Amended by the Board of Directors: February 12, 2020 Approved by the Stockholders: June 5, 2020 Amended by the Board of Directors: February 2, 2021 Approved by the Stockholders: May 11, 2021 Amended by the Board of Directors: February 16, 2022 Appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2025 GERON CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Num

by and between the Registrant and Dawn C. Bir, effective

Exhibit 10.2 March 14, 2025 Dawn C. Bir Re: Employment Terms Dear Dawn: On behalf of Geron Corporation (“Geron” or the “Company”), I am pleased to extend you an offer of employment as Interim President and Chief Executive Officer commencing on March 17, 2025 (the “Start Date”), pursuant to the following terms. You will report to the Board of Directors (the “Board”). Your employment with the Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 GERON CORPORATION (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Numb

Non-Employee Director Compensation Policy, as amended

Exhibit 10.1 GERON CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ORIGINALLY ADOPTED BY THE BOARD OF DIRECTORS: MARCH 10, 2014 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2015, MAY 6, 2015, FEBRUARY 11, 2016, JANUARY 31, 2018, MAY 15, 2018, OCTOBER 1, 2018, JANUARY 30, 2019, FEBRUARY 12, 2020, FEBRUARY 16, 2022, MARCH 7, 2022, FEBRUARY 14, 2024, MARCH 6, 2025 AND MAY 4, 2025 Each member

Geron Corporation Reports First Quarter 2025 Financial Results and Recent Business Highlights Reported $39.4 million in RYTELO® (imetelstat) net product revenue in Q1 2025; revenue impacted by inventory dynamics, with Q1 demand relatively flat Grante

Exhibit 99.1 Geron Corporation Reports First Quarter 2025 Financial Results and Recent Business Highlights Reported $39.4 million in RYTELO® (imetelstat) net product revenue in Q1 2025; revenue impacted by inventory dynamics, with Q1 demand relatively flat Granted marketing authorization of RYTELO by the European Commission (EC); planning for commercial launch in select EU countries 2026 Reached a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐   Check the appropriate box:  ☐     Preliminary Proxy Statement  ☐     Confidential, for Use of the Commission Only (as permit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐   Check the appropriate box:  ☐     Preliminary Proxy Statement  ☐     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(

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2024 Annual Report Letter to Stockholders 2025 Proxy Statement 2024 Annual Report on Form 10-K DEAR GERON STOCKHOLDER, The past year has been a truly transformational one for Geron, with our first FDA approval and commercial launch of RYTELO® (imetelstat), which we believe represents a highly differentiated, important new treatment option for eligible patients living with lower-risk myelodysplastic syndromes (LR- MDS).

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

Form of Restricted Stock Unit Agreement under 2018 Inducement Award Plan*

EXHIBIT 10.17 Mandatory Sell to Cover Geron Corporation RSU Award Grant Notice (2018 Inducement Award Plan) Geron Corporation (the “Company”), pursuant to its 2018 Inducement Award Plan, as amended (the “Plan”), hereby awards to Participant (as defined below), the number of restricted stock units specified and on the terms set forth below (the “RSU Award”). The RSU Award is subject to all of the t

List of Subsidiaries

EXHIBIT 21.1 List of Subsidiaries Geron UK Limited, incorporated September 29, 2021 Geron Netherlands B.V., incorporated February 17, 2023

2018 Inducement Award Plan, as amended January 1, 2025*

EXHIBIT 10.13 Amended 2018 Inducement Award Plan Geron Corporation 2018 Inducement Award Plan Adopted by the Board of Directors: December 14, 2018 (with 3,000,000 share reserve) Amended and Restated: January 29, 2019 (added 5,000,000 shares) Amended and Restated: February 11, 2020 (added 1,300,000 shares) Amended and Restated: February 1, 2021 (added 800,000 shares) Amended and Restated: May 91, 2

Revenue Participation Right Purchase and Sale Agreement, dated November 1, 2024, by and between Registrant and Royalty Pharma Development Funding, LLC^

EXHIBIT 10.34 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. Revenue Participation Right Purchase and Sale Agreement By and Between Geron Corporation and Royalty

Form of Restricted Stock Unit Agreement under 2018 Equity Incentive Plan*

EXHIBIT 10.12 Mandatory Sell to Cover Geron Corporation RSU Award Grant Notice (2018 Equity Incentive Plan) Geron Corporation (the “Company”), pursuant to its 2018 Equity Incentive Plan, as amended (the “Plan”) hereby awards to Participant (as defined below), the number of restricted stock units specified and on the terms set forth below (the “RSU Award”). The RSU Award is subject to all of the te

Insider Trading Policy

EXHIBIT 19.1 Geron Corporation Insider Trading Policy (Revised August 15, 2024) Table of Contents Introduction 1 Statement of Policy 2 Transactions Subject to this Policy 3 Persons Subject to this Policy 3 Material Nonpublic Information 3 Quarterly Trading Blackouts 4 Event-Specific Trading Blackouts 5 Exceptions to this Policy 5 Special and Prohibited Transactions 7 Pre-Clearance and Advance Noti

Loan Agreement, dated November 1, 2024, among Registrant, BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership^

Exhibit 10.33 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. LOAN AGREEMENT Dated as of November 1, 2024 among GERON CORPORATION (as Borrower and a Credit Part

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON CORPOR

Employment Agreement by and between the Registrant and Joseph Eid, effective as of November 11, 2024

EXHIBIT 10.29 November 1, 2024 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of November 11, 2024 (the “Effective Date”), by and between Joseph Eid, M.D. (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”). Whereas, the Company desires to employ Executive to provide personal services to the Company, and wishes to provide Executive with ce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2025 GERON CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fil

Geron Corporation Reports Fourth Quarter and Full Year 2024 Financial Results and Recent Business Highlights Achieved $47.5 million in RYTELO™ (imetelstat) net product revenue in Q4 2024 and $76.5 million since commercial launch at the end of June 20

Exhibit 99.1 Geron Corporation Reports Fourth Quarter and Full Year 2024 Financial Results and Recent Business Highlights Achieved $47.5 million in RYTELO™ (imetelstat) net product revenue in Q4 2024 and $76.5 million since commercial launch at the end of June 2024, following FDA approval Expect to reach profitability without additional financing if current internal sales and operating expenses ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

Corporate Presentation Our mission is to change lives by changing the course of blood cancer January 2025 Our mission is to change lives by changing the course of blood cancer

Corporate Presentation Our mission is to change lives by changing the course of blood cancer January 2025 Our mission is to change lives by changing the course of blood cancer Forward-Looking Statements Except for the historical information contained herein, this presentation contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

Geron Corporation 2018 Inducement Award Plan, as amended

EXHIBIT 99.1 Amended 2018 Inducement Award Plan Geron Corporation 2018 Inducement Award Plan Adopted by the Board of Directors: December 14, 2018 (with 3,000,000 share reserve) Amended and Restated: January 29, 2019 (added 5,000,000 shares) Amended and Restated: February 11, 2020 (added 1,300,000 shares) Amended and Restated: February 1, 2021 (added 800,000 shares) Amended and Restated: May 91, 20

As filed with the Securities and Exchange Commission on January 10, 2025

As filed with the Securities and Exchange Commission on January 10, 2025 Registration No.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Geron Corporation (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2018 Inducement Award Plan Common Stock, $0.

Exhibit 1: Joint Filing Agreement

EX-99.1 2 tm2427451d14ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissi

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-3251exhibit99.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without

GERN / Geron Corporation / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2427451d14sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* GERON CORPORATION (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 374163103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch

GERN / Geron Corporation / RTW INVESTMENTS, LP Passive Investment

SC 13G 1 p24-3251sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Geron Corporation (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 374163103 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to design

GERN / Geron Corporation / Deep Track Capital, LP Passive Investment

SC 13G/A 1 deeptrack-gern093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GERON CORPORATION (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 374163103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropria

Employment Agreement by and between the Registrant and James Ziegler, effective as of September 9, 2024.

EXHIBIT 10.1 Geron Corporation 919 E. Hillsdale Blvd., Suite 250 Foster City, CA 94404 +1 650 473 7700 main +1 650 473 7750 fax www.geron.com EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of September 9, 2024 (the “Effective Date”), by and between James Ziegler (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”). Whereas, the Company desi

Geron Corporation Announces Up to $375 Million in Funding with Royalty Pharma and Pharmakon Advisors Geron received $250 million in gross proceeds at closing, with access to an additional $125 million in debt Strengthens balance sheet to support the

Exhibit 99.2 Geron Corporation Announces Up to $375 Million in Funding with Royalty Pharma and Pharmakon Advisors Geron received $250 million in gross proceeds at closing, with access to an additional $125 million in debt Strengthens balance sheet to support the commercial launch of RYTELO™ in the U.S. and potential launch in the EU, the ongoing Phase 3 IMpactMF trial in relapsed/refractory myelof

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2024 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

Geron Corporation Reports Third Quarter 2024 Financial Results and Recent Business Highlights Achieved $28.2 million in RYTELO™ (imetelstat) net product revenue in first full quarter of sales Received $250 million in gross proceeds from synthetic roy

Exhibit 99.1 Geron Corporation Reports Third Quarter 2024 Financial Results and Recent Business Highlights Achieved $28.2 million in RYTELO™ (imetelstat) net product revenue in first full quarter of sales Received $250 million in gross proceeds from synthetic royalty and debt financings with Royalty Pharma and Pharmakon Advisors, with access to an additional $125 million in debt FOSTER CITY, Calif

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

Geron Corporation Reports Second Quarter 2024 Financial Results and Business Highlights U.S. commercial launch of RYTELO™ (imetelstat) began in June 2024 for patients with lower-risk myelodysplastic syndromes (LR-MDS) with transfusion-dependent anemi

Exhibit 99.1 Geron Corporation Reports Second Quarter 2024 Financial Results and Business Highlights U.S. commercial launch of RYTELO™ (imetelstat) began in June 2024 for patients with lower-risk myelodysplastic syndromes (LR-MDS) with transfusion-dependent anemia who are relapsed/refractory to or ineligible for etythropoiesis-stimulating agents (ESAs), regardless of ring sideroblast (RS) status N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON COR

Geron Announces FDA Approval of RYTELO™ (imetelstat), a First-in-Class Telomerase Inhibitor, for the Treatment of Adult Patients with Lower-Risk MDS with Transfusion-Dependent Anemia

Geron Announces FDA Approval of RYTELO™ (imetelstat), a First-in-Class Telomerase Inhibitor, for the Treatment of Adult Patients with Lower-Risk MDS with Transfusion-Dependent Anemia • Approval across ESA ineligible and ESA relapsed/refractory patients with LR-MDS with transfusion-dependent anemia, regardless of ring sideroblast (RS) status • Durable and sustained red blood cell transfusion indepe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2024 GERON CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 GERON CORPORATION (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2024 GERON CORPORATION (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Numb

Geron Corporation Reports First Quarter 2024 Financial Results and Business Highlights June 16, 2024 PDUFA date for imetelstat NDA for the treatment of transfusion-dependent anemia in adult patients with lower-risk MDS

Exhibit 99.1 Geron Corporation Reports First Quarter 2024 Financial Results and Business Highlights June 16, 2024 PDUFA date for imetelstat NDA for the treatment of transfusion-dependent anemia in adult patients with lower-risk MDS FOSTER CITY, Calif., May 2, 2024 - Geron Corporation (Nasdaq: GERN), a late-stage clinical biopharmaceutical company developing investigational first-in-class telomeras

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

ARS

2023 Annual Report Letter to Stockholders 2024 Proxy Statement 2023 Annual Report on Form 10-K DEAR GERON STOCKHOLDER, 2023 was a year of significant progress and execution for Geron.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2024 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

41,999,998 Shares of Common Stock Pre-Funded Warrants to Purchase 8,002,668 Shares of Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269111 PROSPECTUS SUPPLEMENT (To Prospectus Dated January 4, 2023) 41,999,998 Shares of Common Stock Pre-Funded Warrants to Purchase 8,002,668 Shares of Common Stock We are offering 41,999,998 shares of our common stock, or for certain investors that so choose, in lieu of shares of common stock, pre-funded warrants to pu

Form of Pre-Funded Warrant to Purchase Common Stock

Exhibit 1.1 Geron Corporation (a Delaware corporation) 41,999,998 shares of Common Stock Pre-Funded Warrants to Purchase up to 8,002,668 shares of Common Stock Underwriting Agreement March 19, 2024 Cowen and Company, LLC Stifel, Nicolaus & Company, Incorporated As representatives (the "Representatives") of the several Underwriters named in Schedule A hereto, c/o Cowen and Company, LLC 599 Lexingto

Form of Pre-Funded Warrant to Purchase Common Stock

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GERON CORPORATION Warrant Shares: Date of Issuance: , 2024 (such date, the “Issue Date”) Warrant No.: PF-[ ] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the registered holder hereof or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the con

Calculation of Filing Fee Tables (Form Type) Geron Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amou

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Geron Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Fees to be Paid Equity Common stock, par value $0.

Except for the historical information contained herein, this presentation contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such sta

March 2024 Enhancing the Lives of Patients with Hematologic Malignancies Corporate Presentation Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2024 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

RISK FACTORS

Exhibit 99.1 Risk Factor Summary Below is a summary of material factors that make an investment in our common stock speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider this summary to be a complete discussion of a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

Geron Announces FDA Oncologic Drugs Advisory Committee Votes in Favor of the Clinical Benefit/Risk Profile of Imetelstat for the Treatment of Transfusion-Dependent Anemia in Patients with Lower-Risk MDS

Geron Announces FDA Oncologic Drugs Advisory Committee Votes in Favor of the Clinical Benefit/Risk Profile of Imetelstat for the Treatment of Transfusion-Dependent Anemia in Patients with Lower-Risk MDS • FDA Oncologic Drugs Advisory Committee voted 12 to 2 in favor of the clinical benefit/risk profile of imetelstat based on results from the IMerge Phase 3 clinical trial • There are significant unmet needs across key TD LR-MDS patient populations, including difficult-to-treat subgroups that are underserved by currently available treatment options • June 16, 2024 PDUFA target action date for imetelstat NDA for the treatment of TD anemia in adult patients with LR-MDS FOSTER CITY, Calif.

Employment Agreement by and between the Registrant and Faye Feller, effective as of July 9, 2022*

EXHIBIT 10.30 Geron Corporation 919 E. Hillsdale Blvd., Suite 250 Foster City, CA 94404 +1 650 473 7700 main +1 650 473 7750 fax www.geron.com EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of July 9, 2022 (the “Effective Date”), by and between Faye Feller (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”) with corporate offices in Parsip

List of Subsidiaries

EXHIBIT 21.1 List of Subsidiaries Geron UK Limited, incorporated September 29, 2021 Geron Netherlands B.V., incorporated February 17, 2023

Third Amendment to Loan and Security Agreement, dated December 14, 2023 amongst Registrant, Hercules Capital, Inc., and Silicon Valley Bank^

EXHIBIT 10.39 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) is the type that the registrant customarily and actually treats as private or confidential. THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2024 GERON CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fil

Description of Capital Stock

EXHIBIT 4.1 DESCRIPTION OF CAPITAL STOCK References herein to “Geron,” “our,” “we,” “us” and the “Company” refer only to Geron Corporation. General Our restated certificate of incorporation, as amended, or the Restated Certificate, authorizes us to issue 1,350,000,000 shares of common stock, par value $0.001 per share, and 3,000,000 shares of preferred stock, par value $0.001 per share. The follow

Non-Employee Director Compensation Policy, as amended February 16, 2022, March 7, 2022 and February 14, 2024*

EXHIBIT 10.23 GERON CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ORIGINALLY ADOPTED BY THE BOARD OF DIRECTORS: MARCH 10, 2014 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2015, MAY 6, 2015, FEBRUARY 11, 2016, JANUARY 31, 2018, MAY 15, 2018, OCTOBER 1, 2018, JANUARY 30, 2019, FEBRUARY 12, 2020, FEBRUARY 16, 2022, MARCH 7, 2022 AND FEBRUARY 14, 2024 Each member of the board of directors

Incentive Compensation Recoupment Policy, effective October 2, 2023*

EXHIBIT 97.1 Geron Corporation Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Geron Corporation, a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON CORPOR

Geron Corporation Reports Business Highlights and Fourth Quarter and Full Year 2023 Financial Results June 16, 2024 PDUFA date for imetelstat NDA for the treatment of transfusion-dependent anemia in adult patients with lower-risk MDS

Geron Corporation Reports Business Highlights and Fourth Quarter and Full Year 2023 Financial Results June 16, 2024 PDUFA date for imetelstat NDA for the treatment of transfusion-dependent anemia in adult patients with lower-risk MDS FOSTER CITY, Calif.

Exhibit 1: Joint Filing Agreement

EX-99.1 2 tm246065d10ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissio

GERN / Geron Corporation / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* GERON CORPORATION (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 374163103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

GERN / Geron Corporation / Deep Track Capital, LP Passive Investment

SC 13G/A 1 deeptrack-gern123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GERON CORPORATION (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 374163103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat

GERN / Geron Corporation / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Geron Corp Title of Class of Securities: Common Stock CUSIP Number: 374163103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

GERN / Geron Corporation / BlackRock Inc. Passive Investment

SC 13G/A 1 us3741631036012624.txt us3741631036012624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 14) GERON CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 374163103 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

GERN / Geron Corporation / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 EXIT FILING GERON CORP (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 374163103 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: (X) RUL

EX-99.1

January 2024 Enhancing the Lives of Patients with Hematologic Malignancies Corporate Presentation2 Except for the historical information contained herein, this presentation contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 08, 2024 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 08, 2024 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

Company Logo Enhancing the Lives of Patients with Hematologic Malignancies Corporate Presentation January 2024

Company Logo Enhancing the Lives of Patients with Hematologic Malignancies Corporate Presentation January 2024 Forward-Looking Statements and Safe Harbor Except for the historical information contained herein, this presentation contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 GERON CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fil

Amended and Restated Bylaws

EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF GERON CORPORATION (as amended and restated effective December 14, 2023) Geron Corporation (the “Corporation”), pursuant to the provisions of Section 109 of the Delaware General Corporation Law (the “DGCL”), hereby adopts these Amended and Restated Bylaws (the “Bylaws”), which restate, amend and supersede the bylaws of the Corporation, as previously amende

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT‌ PURSUANT TO SECTION 13 OR 15(d) OF THE‌ SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 26, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2023 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERO

Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269111 PROSPECTUS SUPPLEMENT (To Prospectus Dated January 4, 2023) $100,000,000 Common Stock We have entered into an At Market Issuance Sales Agreement, or sales agreement, dated as of November 1, 2023, with B. Riley Securities, Inc., or B. Riley Securities, relating to the shares of our common stock offered by this pros

Employment Agreement by and between the Registrant and Scott A. Samuels, effective as of August 1, 2023*

Geron Corporation 919 E. Hillsdale Blvd., Suite 250 Foster City, CA 94404 +1 650 473 7700 main +1 650 473 7750 fax www.geron.com EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of August 1, 2023 (the “Effective Date”), by and between Scott A. Samuels (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”) Whereas, the Company desires to employ

Geron Corporation Reports Business Highlights and Third Quarter 2023 Financial Results Imetelstat is currently under regulatory review by the FDA and EMA for the treatment of transfusion-dependent anemia in adult patients with lower risk MDS Planning

Geron Corporation Reports Business Highlights and Third Quarter 2023 Financial Results Imetelstat is currently under regulatory review by the FDA and EMA for the treatment of transfusion-dependent anemia in adult patients with lower risk MDS Planning is ongoing for a potential commercial launch in the U.

At Market Issuance Sales Agreement, dated November 1, 2023, by and between Registrant and B. Riley Securities, Inc.

GERON CORPORATION Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement November 1, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10107 Ladies and Gentlemen: Geron Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (“B. Riley”), as follows: 1. Issuance and Sale of Shares. The

Calculation of Filing Fee Tables (Form Type) Geron Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Prop

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Geron Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Fees to be Paid Equity Common stock, par value $0.

Employment Agreement by and between the Registrant and Michelle Robertson, effective as of September 25, 2023*

Geron Corporation 919 E. Hillsdale Blvd., Suite 250 Foster City, CA 94404 +1 650 473 7700 main +1 650 473 7750 fax www.geron.com EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made effective as of September 25, 2023 (the “Effective Date”), by and between Michelle Robertson (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”) Whereas, the Company desires to e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 GERON CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2023 GERON CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2023 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2023 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

2018 Inducement Plan, as amended.

Geron Corporation 2018 Inducement Award Plan Adopted by the Board of Directors: December 14, 2018 (with 3,000,000 share reserve) Amended and Restated: January 29, 2019 (added 5,000,000 shares) Amended and Restated: February 11, 2020 (added 1,300,000 shares) Amended and Restated: February 1, 2021 (added 800,000 shares) Amended and Restated: May 91, 2021 (added 5,000,000 shares) Amended and Restated: February 2, 2022 (added 1,000,000 shares) Amended and Restated: July 15, 2022 (added 5,000,000 shares) Amended and Restated: June 16, 2023 (added 13,900,000 shares) 1.

Geron Corporation Reports Business Highlights and Second Quarter 2023 Financial Results Submitted U.S. New Drug Application in lower risk MDS in June 2023 Additional data and analyses from IMerge Phase 3 presented at medical meetings further strength

EXHIBIT 99.1 Geron Corporation Reports Business Highlights and Second Quarter 2023 Financial Results Submitted U.S. New Drug Application in lower risk MDS in June 2023 Additional data and analyses from IMerge Phase 3 presented at medical meetings further strengthen value proposition and differentiation of imetelstat Potential U.S. commercial launch in lower risk MDS expected in first half of 2024

As filed with the Securities and Exchange Commission on August 3, 2023

As filed with the Securities and Exchange Commission on August 3, 2023 Registration No.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Geron Corporation (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity 2018 Equity Incentive Plan Common Stock, $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON COR

Certificate of Amendment of the Restated Certificate of Incorporation

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF GERON CORPORATION, a Delaware corporation The undersigned, Stephen Rosenfield, hereby certifies that: FIRST. He is the duly elected and acting Executive Vice President, Chief Legal Officer and Corporate Secretary of Geron Corporation, a Delaware corporation (the “Corporation”). SECOND. The Corporation’s Restated C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2023 GERON CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Num

2018 Equity Incentive Plan, as amended

Exhibit 10.1 Geron Corporation 2018 Equity Incentive Plan Adopted by the Board of Directors: March 27, 2018 Approved by the Stockholders: May 15, 2018 Amended by the Board of Directors: February 12, 2020 Approved by the Stockholders: June 5, 2020 Amended by the Board of Directors: February 2, 2021 Approved by the Stockholders: May 11, 2021 Amended by the Board of Directors: February 16, 2022 Appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 GERON CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON CO

Geron Corporation Reports First Quarter 2023 Financial Results and Business Highlights Planned submission of U.S. New Drug Application on track for June 2023 Additional data and analyses from IMerge Phase 3 expected to be presented at upcoming medica

EXHIBIT 99.1 Geron Corporation Reports First Quarter 2023 Financial Results and Business Highlights Planned submission of U.S. New Drug Application on track for June 2023 Additional data and analyses from IMerge Phase 3 expected to be presented at upcoming medical meetings further strengthen differentiating qualities of imetelstat Preparations for potential commercial launch in the U.S. ongoing FO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 20, 2023 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 20, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

22nd Annual Needham Virtual Healthcare Conference Slides

EXHIBIT 99.1 22nd Annual Needham Virtual Healthcare Conference Slides

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

EXHIBIT 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE GERON CORPORATION STOCKHOLDER DERIVATIVE LITIGATION ) ) Consolidated C.A. No. 2020-0684-SG NOTICE OF PENDENCY OF SETTLEMENT OF DERIVATIVE LITIGATION TO: ALL CURRENT OR OTHERWISE APPLICABLE STOCKHOLDERS OF GERON CORPORATION (NASDAQ SYMBOL: GERN) PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 17, 2023 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 17, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

Geron Corporation Reports Fourth Quarter and Full Year 2022 Financial Results and Upcoming Milestones Positive Phase 3 Top-Line Results in Lower Risk MDS Reported in January 2023 Planned 2023 Regulatory Submissions in the U.S. and EU On Track Prepara

EXHIBIT 99.1 Geron Corporation Reports Fourth Quarter and Full Year 2022 Financial Results and Upcoming Milestones Positive Phase 3 Top-Line Results in Lower Risk MDS Reported in January 2023 Planned 2023 Regulatory Submissions in the U.S. and EU On Track Preparations for Potential Commercial Launch in U.S. Ongoing FOSTER CITY, Calif., March 16, 2023 - Geron Corporation (Nasdaq: GERN), a late-stag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON CORPOR

List of Subsidiaries

EXHIBIT 21.1 List of Subsidiaries Geron UK Limited, incorporated September 29, 2021 Geron Netherlands B.V., incorporated February 17, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 GERON CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 21, 2023 GERON CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 21, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fil

GERN / Geron Corporation / Vivo Opportunity, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Geron Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 374163103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

GERN / Geron Corporation / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GERON CORPORATION (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 374163103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

GERN / Geron Corporation / Growth Equity Opportunities 17, LLC - GROWTH EQUITY OPPORTUNITIES 17, LLC -- SCH 13D/A(#1E) Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Geron Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 374163103 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (N

GERN / Geron Corporation / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 INITIAL FILING GERON CORP (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 374163103 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: (X)

GERN / Geron Corporation / BlackRock Inc. Passive Investment

SC 13G/A 1 us3741631036013123.txt us3741631036013123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 13) GERON CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 374163103 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

GERN / Geron Corporation / Deep Track Capital, LP Passive Investment

SC 13G 1 deeptrack-gern010623.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GERON CORPORATION (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 374163103 (CUSIP Number) January 06, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Form of Pre-Funded Warrant to Purchase Common Stock

EXHIBIT 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GERON CORPORATION Warrant Shares: Date of Issuance: , 2023 (such date, the ?Issue Date?) Warrant No.: PF-[ ] THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, the registered holder hereof or its permitted assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the con

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 5, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

55,876,297 Shares of Common Stock Pre-Funded Warrants to Purchase 25,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-269111 PROSPECTUS SUPPLEMENT (To Prospectus Dated January 4, 2023) 55,876,297 Shares of Common Stock Pre-Funded Warrants to Purchase 25,000,000 Shares of Common Stock We are offering 55,876,297 shares of our common stock, or for certain investors that so choose, in lieu of shares of common stock, pre-funded warrants to purchase 25,000,000 share

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Geron Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Fees to be Paid Equity Common stock, par value $0.

Underwriting Agreement, dated January 5, 2023, by and among Geron Corporation and Goldman Sachs & Co. LLC, as representative of the underwriters named therein

EXHIBIT 1.1 Geron Corporation (a Delaware corporation) 55,876,297 shares of Common Stock Pre-Funded Warrants to Purchase up to 25,000,000 shares of Common Stock Underwriting Agreement January 5, 2023 Goldman Sachs & Co. LLC As representative (the "Representative") of the several Underwriters named in Schedule A hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and

$175,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase Shares of Common Stock

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated January 5, 2023 Relating to Preliminary Prospectus Supplement, dated January 4, 2023 Registration Statement No.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Geron Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 4, 2023 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

Form of Common Stock Warrant Agreement and Warrant Certificate

EX-4.6 EXHIBIT 4.6 GERON CORPORATION AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF 1 GERON CORPORATION FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “ Agreement ”), dated as of [•], between GERON CORPORATION , a Delaware corporation (the “ Company ”), and [•], a [corporation] [national banking association] organized and existing under

As filed with the Securities and Exchange Commission on January 4, 2023

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on January 4, 2023 Registration No.

Form of Preferred Stock Warrant Agreement and Warrant Certificate

EX-4.7 EXHIBIT 4.7 GERON CORPORATION AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF GERON CORPORATION FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between GERON CORPORATION, a Delaware corporation (the “Company ”), and [•], a [corporation] [national banking association] organized and existing und

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

EX-99.1 2 gern-ex991.htm UPDATED COMPANY DISCLOSURE EXHIBIT 99.1 Unless the context indicates otherwise, the terms “we,” “us” and “our” refer to Geron Corporation, a Delaware corporation, and its subsidiary on a consolidated basis. This Exhibit 99.1 includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this Exhi

Subject to Completion, dated January 4, 2023

Filed Pursuant to Rule 424(b)(5) Registration No. 333-269111 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion

Form of Indenture between Geron Corporation and a trustee to be named

EX-4.5 EXHIBIT 4.5 GERON CORPORATION Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Sec

Form of Debt Securities Warrant Agreement and Warrant Certificate

EX-4.8 EXHIBIT 4.8 GERON CORPORATION AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF 1 GERON CORPORATION FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “ Agreement ”), dated as of [•], between GERON CORPORATION , a Delaware corporation (the “ Company ”) and [•], a [corporation] [national banking association]organized and existing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2022 GERON CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fil

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

EXHIBIT 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE GERON CORPORATION STOCKHOLDER DERIVATIVE LITIGATION ) ) Consolidated C.A. No. 2020-0684-SG STIPULATION OF SETTLEMENT This Stipulation of Settlement (“Stipulation”) is made and entered into as of December 21, 2022, between and among, (a)(i) plaintiffs in the above-captioned consolidated derivative action (the “Action”), (ii) plain

Form of 2018 Inducement Award Plan Option Agreement (Time Based)*

EXHIBIT 10.6 Geron Corporation 2018 Inducement Award Plan time vesting Option Agreement (Nonstatutory Stock Option) Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Option Agreement (the definition of which shall include, if you are resident or working outside the U.S., the general non-US terms and any special terms and conditions for your country, each set out in the attached

Form of 2018 Equity Incentive Plan Option Agreement (Performance Based)*

EXHIBIT 10.3 Geron Corporation 2018 Equity Incentive Plan Performance Vesting Option Agreement (Incentive Stock Option or Nonstatutory Stock Option) Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Option Agreement (the definition of which shall include, if you are resident or working outside the U.S., the general non-US terms and any special terms and conditions for your count

Form of 2018 Inducement Award Plan Option Agreement (Performance Based)*

EXHIBIT 10.7 Geron Corporation 2018 Inducement Award Plan Performance Vesting Option Agreement (Nonstatutory Stock Option) Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Option Agreement (the definition of which shall include, if you are resident or working outside the U.S., the general non-US terms and any special terms and conditions for your country, each set out in the at

UK Sub-Plan to 2018 Inducement Award Plan*

EXHIBIT 10.5 UK SUB-PLAN TO THE GERON CORPORATION 2018 INDUCEMENT AWARD PLAN This sub-plan (the "UK Sub-Plan") to the Geron Corporation 2018 Inducement Award Plan (the ?Plan?) governs the grant of Stock Awards to United Kingdom Employees, and has been adopted in accordance with Section 2(b)(x) of the Plan. The UK Sub-Plan incorporates all the provisions of the Plan except as modified in accordance

Form of 2018 Equity Incentive Plan Option Agreement (Time Based)*

EXHIBIT 10.2 Geron Corporation 2018 Equity Incentive Plan Time Vesting Option Agreement (Incentive Stock Option Or Nonstatutory Stock Option) Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Option Agreement (the definition of which shall include, if you are resident or working outside the U.S., the general non-US terms and any special terms and conditions for your country, eac

UK Sub-Plan to 2018 Equity Incentive Plan*

EXHIBIT 10.1 UK SUB-PLAN TO THE GERON CORPORATION 2018 EQUITY INCENTIVE PLAN This sub-plan (the "UK Sub-Plan") to the Geron Corporation 2018 Equity Incentive Plan (the ?Plan?) governs the grant of Stock Awards to United Kingdom Employees, and has been adopted in accordance with Section 2(b)(x) of the Plan. The UK Sub-Plan incorporates all the provisions of the Plan except as modified in accordance

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2022 GERON CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

Geron Corporation Reports Third Quarter 2022 Financial Results and Upcoming Expected Milestones Top-Line Results from IMerge Phase 3 Trial in Lower Risk MDS Continue to be Expected in Early January 2023 Current and Projected Financial Resources Expec

Exhibit 99.1 Geron Corporation Reports Third Quarter 2022 Financial Results and Upcoming Expected Milestones Top-Line Results from IMerge Phase 3 Trial in Lower Risk MDS Continue to be Expected in Early January 2023 Current and Projected Financial Resources Expected to Support Planned Milestones and Operations Through Middle of 2024 Conference Call Scheduled for 9:00 a.m. ET Today FOSTER CITY, Cal

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 7, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fil

Stipulation and Agreement of Settlement, dated September 2, 2022

EXHIBIT 99.1 Stipulation and Agreement of Settlement, dated September 2, 2022 KAPLAN FOX & KILSHEIMER LLP Laurence D. King (SBN 206423) Kathleen A. Herkenhoff (SBN 168562) Blair E. Reed (SBN 316791) 1999 Harrison Street, Suite 1560 Oakland, CA 94612 Telephone: (415) 772-4700 Facsimile: (415) 772-4707 [email protected] [email protected] [email protected] KAPLAN FOX & KILSHEIMER LLP Robe

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON COR

Second Amendment to Loan and Security Agreement, dated June 30, 2022 amongst Registrant, Hercules Capital, Inc., and Silicon Valley Bank

EXHIBIT 10.4 Certain portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that the information is both not material and is the type that the Registrant treats as private or confidential SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of June 30, 2022 (the ?Amendment Eff

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Geron Corporation (Exact name of Registrant as Specified in its Charter) Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.

As filed with the Securities and Exchange Commission on August 11, 2022

As filed with the Securities and Exchange Commission on August 11, 2022 Registration No.

Geron Corporation Reports Second Quarter 2022 Financial Results Top-Line Results from IMerge Phase 3 Trial in Lower Risk MDS Continue to be Expected in Early January 2023 Current and Projected Financial Resources Expected to Support Planned Milestone

EXHIBIT 99.1 Press Release Dated, August 11, 2022 Geron Corporation Reports Second Quarter 2022 Financial Results Top-Line Results from IMerge Phase 3 Trial in Lower Risk MDS Continue to be Expected in Early January 2023 Current and Projected Financial Resources Expected to Support Planned Milestones and Operations Through Middle of 2024 Conference Call Scheduled for 4:30 p.m. ET Today FOSTER CITY

2018 Inducement Award Plan, as amended July 15, 2022*

EXHIBIT 10.3 Geron Corporation 2018 Inducement Award Plan Adopted by the Board of Directors: December 14, 2018 (with 3,000,000 share reserve) Amended and Restated: January 29, 2019 (added 5,000,000 shares) Amended and Restated: February 11, 2020 (added 1,300,000 shares) Amended and Restated: February 1, 2021 (added 800,000 shares) Amended and Restated: May 91, 2021 (added 5,000,000 shares) Amended

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Num

2018 Equity Incentive Plan, as amended*

EXHIBIT 10.1 Geron Corporation 2018 Equity Incentive Plan Adopted by the Board of Directors: March 27, 2018 Approved by the Stockholders: May 15, 2018 Amended by the Board of Directors: February 12, 2020 Approved by the Stockholders: June 5, 2020 Amended by the Board of Directors: February 2, 2021 Approved by the Stockholders: May 11, 2021 Amended by the Board of Directors: February 16, 2022 Appro

2014 Employee Stock Purchase Plan, as amended*

EXHIBIT 10.2 Geron Corporation 2014 Employee Stock Purchase Plan Adopted by the Board of Directors: March 10, 2014 Approved by the Stockholders: May 20, 2014 Amended by the Board of Directors: February 16, 2022 Approved by the Stockholders: May 10, 2022 1. General; Purpose. (a) This Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of (Commission File Number) (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON CO

Geron Corporation Reports First Quarter 2022 Financial Results Top-Line Results from IMerge Phase 3 Trial in Lower Risk MDS Continue to be Expected in Early January 2023 Started the Phase 1 IMproveMF Study in Frontline MF in May 2022 Current and Proj

EXHIBIT 99.1 Press Release Dated May 9, 2022 Geron Corporation Reports First Quarter 2022 Financial Results Top-Line Results from IMerge Phase 3 Trial in Lower Risk MDS Continue to be Expected in Early January 2023 Started the Phase 1 IMproveMF Study in Frontline MF in May 2022 Current and Projected Financial Resources Expected to be Sufficient to Reach Planned Milestones through Year-End 2023 Con

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 13, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-20859 (Commission File Number) 75-2

21st Annual Needham Virtual Healthcare Conference presentation slides.

GERN / Geron Corporation / Vivo Opportunity, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Geron Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 374163103 (CUSIP Number) April 1, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Form of Warrant to Purchase Common Stock

EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT CUSIP 374163 137 GERON CORPORATION Warrant Shares: Date of Issuance: , 2022 (such date, the ?Issue Date?) THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, the registered holder hereof or its permitted assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions set fo

Underwriting Agreement, dated March 29, 2022, by and among Geron Corporation, Stifel, Nicolaus & Company, Incorporated and Robert W. Baird & Co. Incorporated, as representatives of the underwriters named therein

EXHIBIT 1.1 Execution Version GERON CORPORATION (a Delaware corporation) 53,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase up to 18,095,238 Shares of Common Stock Common Warrants to Purchase up to 35,714,286 Shares of Common Stock UNDERWRITING AGREEMENT Dated: March 29, 2022 GERON CORPORATION (a Delaware corporation) 53,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase

Form of Pre-Funded Warrant to Purchase Common Stock

EXHIBIT 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GERON CORPORATION Warrant Shares: Date of Issuance: , 2022 (such date, the ?Issue Date?) Warrant No.: PF-[ ] THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, the registered holder hereof or its permitted assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the con

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 29, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File N

53,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase 18,095,238 Shares of Common Stock Warrants to Purchase 35,714,286 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-248637 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 6, 2020) 53,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase 18,095,238 Shares of Common Stock Warrants to Purchase 35,714,286 Shares of Common Stock We are offering (i) 53,333,334 shares of our common stock, pre-funded warrants to purchase 18,095,238 shares of our common

Subject to Completion, dated March 29, 2022

Filed Pursuant to Rule 424(b)(5) Registration No. 333-248637 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

definitive proxy statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of (Commission File Number) (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON CORPOR

2018 Inducement Award Plan, as amended February 16, 2022*

EXHIBIT 10.14 Geron Corporation 2018 Inducement Award Plan Adopted by the Board of Directors: December 14, 2018 (with 3,000,000 share reserve) Amended and Restated: January 29, 2019 (added 5,000,000 shares) Amended and Restated: February 11, 2020 (added 1,300,000 shares) Amended and Restated: February 1, 2021 (added 800,000 shares) Amended and Restated: May 11, 2021 (added 5,000,000 shares) Amende

Geron Corporation Reports Fourth Quarter and Full Year 2021 Financial Results and Upcoming Milestones Top-Line Results from IMerge Phase 3 Trial in Lower Risk MDS Expected in Early January 2023

EXHIBIT 99.1 Press Release Dated March 10, 2022 Geron Corporation Reports Fourth Quarter and Full Year 2021 Financial Results and Upcoming Milestones Top-Line Results from IMerge Phase 3 Trial in Lower Risk MDS Expected in Early January 2023 FOSTER CITY, Calif., March 10, 2022 - Geron Corporation (Nasdaq: GERN), a late-stage clinical biopharmaceutical company developing a first-in-class telomerase

Exhibit 4.1

EXHIBIT 4.1 DESCRIPTION OF CAPITAL STOCK References herein to ?Geron,? ?our,? ?we,? ?us? and the ?Company? refer only to Geron Corporation. General Our restated certificate of incorporation, as amended, or the Restated Certificate, authorizes us to issue 675,000,000 shares of common stock, par value $0.001 per share, and 3,000,000 shares of preferred stock, par value $0.001 per share. The followin

Non-Employee Director Compensation Policy, as amended February 16, 2022 and March 7, 2022*

EXHIBIT 10.20 GERON CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ORIGINALLY ADOPTED BY THE BOARD OF DIRECTORS: MARCH 10, 2014 AMENDED BY THE BOARD OF DIRECTORS: FEBRUARY 12, 2015, MAY 6, 2015, FEBRUARY 11, 2016, JANUARY 31, 2018, MAY 15, 2018, OCTOBER 1, 2018, JANUARY 30, 2019, FEBRUARY 12, 2020, FEBRUARY 16, 2022 AND MARCH 7, 2022 Each member of the board of directors (the ?Board?) of Ge

Amended and Restated Severance Plan, effective as of January 1, 2022*

EXHIBIT 10.22 Effective January 1, 2022 Geron Corporation Amended and Restated Severance Plan (and Summary Plan Description) This Geron Corporation Amended and Restated Severance Plan (the ?Plan?) sets forth the severance benefits available to Covered Employees of Geron Corporation (together with any successor to substantially all of its business, stock or assets, the ?Company?) whose employment i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 16, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission Fil

GERN / Geron Corporation / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GERON CORPORATION (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 374163103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

GERN / Geron Corporation / EcoR1 Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Geron Corporation (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 374163103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

GERN / Geron Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Geron Corp. Title of Class of Securities: Common Stock CUSIP Number: 374163103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

GERN / Geron Corporation / BlackRock Inc. Passive Investment

us3741631036020122.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 12) GERON CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 374163103 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 10, 2022 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of incorporation) (Commission File

January 2022 corporate presentation slides

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2021 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of (Commission File Number) (IRS E

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2021 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-20859 75-2287752 (State or other jurisdiction of (Commission File Number) (IRS E

Geron Presents Investor Event Highlights Strong Evidence of Disease-Modifying Activity of Imetelstat Provides Compelling Differentiation for Phase 3 Development Programs in Lower Risk MDS and Refractory MF Significant Unmet Needs in Lower Risk MDS an

EXHIBIT 99.1 Press Release Dated November 9, 2021 Geron Presents Investor Event Highlights Strong Evidence of Disease-Modifying Activity of Imetelstat Provides Compelling Differentiation for Phase 3 Development Programs in Lower Risk MDS and Refractory MF Significant Unmet Needs in Lower Risk MDS and Refractory MF Addressable by Imetelstat Provide Potential Large Market Opportunities New Programs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ GERON CORPORATION (Exact name of registrant as specified in its charter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GERON CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-2287752 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 919 E. Hillsdale Blvd, Suite 250 Foster City, California 94404 (Add

Geron Corporation Reports Greater Than 90% Enrollment in IMerge Phase 3 and Expected Top-Line Results Accelerated to First Quarter of 2023 Completion of Enrollment in IMerge Phase 3 Expected in the Fourth Quarter of 2021 Investor Day Planned for Nove

EXHIBIT 99.1 Press Release Dated August 16, 2021 Geron Corporation Reports Greater Than 90% Enrollment in IMerge Phase 3 and Expected Top-Line Results Accelerated to First Quarter of 2023 Completion of Enrollment in IMerge Phase 3 Expected in the Fourth Quarter of 2021 Investor Day Planned for November Second Quarter and Year to Date 2021 Financial Results Also Reported Conference Call Scheduled f

2018 Inducement Award Plan, as amended May 11, 2021*

EXHIBIT 10.3 Geron Corporation 2018 Inducement Award Plan Adopted by the Board of Directors: December 14, 2018 (with 3,000,000 share reserve) Amended and Restated: January 29, 2019 (added 5,000,000 shares) Amended and Restated: February 11, 2020 (added 1,300,000 shares) Amended and Restated: February 1, 2021 (added 800,000 shares) Amended and Restated: May 11, 2021 (added 5,000,000 shares) 1.Gener

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-20859 GERON COR