gern-20260331

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


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 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 No.)

919 EAST HILLSDALE BOULEVARD, SUITE 250, FOSTER CITY, CA			94404
(Address of principal executive offices)			(Zip Code)

(650) 473-7700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class:	Trading symbol(s):	Name of each exchange on which registered:
Common Stock, $0.001 par value	GERN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class:						Outstanding at May 1, 2026:
Common Stock, $0.001 par value						641,520,974 shares

GERON CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION

Item 1:	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4:	Controls and Procedures	34

PART II. OTHER INFORMATION

Item 1:	Legal Proceedings	36
Item 1A:	Risk Factors	36
Item 2:	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	85
Item 3:	Defaults Upon Senior Securities	85
Item 4:	Mine Safety Disclosures	85
Item 5:	Other Information	85
Item 6:	Exhibits	86
	SIGNATURES	87

RYTELO® and other trademarks or service marks of Geron Corporation appearing in this Quarterly Report on Form 10-Q (this "Report") are the property of Geron Corporation. This Report contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

GERON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)


	MARCH 31, 2026		DECEMBER 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	68,895	$	77,560
Restricted cash	1,884		1,880
Marketable securities	243,506		280,359
Accounts receivable, net	41,882		36,987
Interest and other receivables	2,213		2,239
Inventory	133,287		116,636
Prepaid and other current assets	6,864		4,610
Total current assets	498,531		520,271
Noncurrent marketable securities	26,686		41,289
Property and equipment, net	1,000		884
Operating leases, right-of-use assets	1,959		2,151
Deposits and other assets	5,944		5,945
	$	534,120	$	570,540

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	12,720	$	11,257
Accrued compensation and benefits	9,488		30,497
Operating lease liabilities	1,007		1,000
Liability related to sale of future royalties	19,390		17,448


Accrued liabilities	30,965		51,340
Total current liabilities	73,570		111,542
Noncurrent operating lease liabilities	1,226		1,445
Noncurrent liability related to sale of future royalties	110,383		112,134
Noncurrent debt	119,833		119,547
Total liabilities	305,012		344,668
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value	—		—
Common stock, $0.001 par value	641		640
Additional paid-in capital	2,088,141		2,080,804
Accumulated deficit	(1,859,483)		(1,855,841)
Accumulated other comprehensive income (loss)	(191)		269
Total stockholders' equity	229,108		225,872
	$	534,120	$	570,540

See accompanying notes to condensed consolidated financial statements.

GERON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)


	THREE MONTHS ENDED MARCH 31,
	2026		2025
Revenues:
Product revenue, net	$	51,771	$	39,436
Royalties	66