GERON CORP
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
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Notes to Condensed Consolidated Financial Statements
- BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION, USE OF ESTIMATES AND RECENT ACCOUNTING PRONOUNCEMENTS
Basis of Presentation
The terms “Geron”, the “Company”, “we” and “us” as used in this Report refer to Geron Corporation and its wholly-owned subsidiaries, Geron UK Limited, or Geron UK, a United Kingdom company, and Geron Netherlands B.V., or Geron Netherlands, a Netherlands company. Geron UK was incorporated in September 2021, and its operations commenced in January 2022. Geron Netherlands was incorporated in February 2023, and its operations commenced in June 2023.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States, or U.S., generally accepted accounting principles, or GAAP, for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other period. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements for each of the three years ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024, or the 2024 Form 10-K. The accompanying condensed consolidated balance sheet as of December 31, 2024 has been derived from audited financial statements at that date.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of Geron Corporation and its wholly-owned subsidiaries, Geron UK and Geron Netherlands. For Geron UK and Geron Netherlands, we have eliminated intercompany accounts and transactions. We prepare the financial statements of Geron UK and Geron Netherlands using the local currency as the functional currency. We translate the assets and liabilities of Geron UK and Geron Netherlands at rates of exchange at the balance sheet date and translate income and expense items at average monthly rates of exchange. The resultant translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, on our condensed consolidated balance sheets.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to accrued liabilities, revenue recognition, fair value of marketable securities and equity investments, liabilities related to the sale of future royalties, operating leases, right-of-use assets, lease liabilities, inventory valuation, income taxes, and stock-based compensation. We base our estimates on historical experience and on various other market specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.
Summary of Significant Accounting Policies
The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and nine months ended September 30, 2025 are consistent with those discussed in Note 1 to the consolidated financial statements in the 2024 Form 10-K.
Recent Accounting Pronouncements
New Accounting Pronouncements – Issued But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in ASU 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are evaluating the impact of this ASU on our condensed consolidated financial statements.
Other recent accounting pronouncements issued by the FASB are not believed by management to have a material impact on our financial statements.
- REVENUE RECOGNITION
Net Product Revenue
To date, our only source of product revenue has been from the U.S. sales of RYTELO, which we began shipping to our customers in June 2024. The reconciliation of gross product sales to net product sales by each significant category of gross-to-net adjustments was as follows for the three and nine months ended September 30, 2025 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 |
| Gross product revenue | $60,188 | $32,657 | $163,374 | $33,547 |
| Gross-to-net adjustments: | ||||
| Chargebacks and customer credits | (9,083) | (4,002) | (22,670) | (4,099) |
| Government rebates | (2,143) | (364) | (2,668) | (375) |
| Sales returns and allowances | (1,795) | (82) | (2,426) | (84) |
| Total gross-to-net adjustments | (13,021) | (4,448) | (27,764) | (4,558) |
| Net product revenue | $47,167 | $28,209 | $135,610 | $28,989 |
- INVENTORY
All of our inventories are related to the manufacturing of RYTELO. The following table presents our inventory as of September 30, 2025:
| September 30, | December 31, | |
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Raw materials | $13,863 | $4,904 |
| Work-in-process | 63,152 | 30,093 |
| Finished goods | 18,407 | 3,717 |
| Total inventory | $95,422 | $38,714 |
- FAIR VALUE MEASUREMENTS
Cash Equivalents and Marketable Securities
Cash equivalents, restricted cash and marketable securities by security type at September 30, 2025 were as follows:
| (In thousands) | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value |
|---|---|---|---|---|
| Included in cash and cash equivalents: | ||||
| Money market funds | $30,264 | $— | $— | $30,264 |
| Commercial paper | 4,964 | — | — | 4,964 |
| $35,228 | $— | $— | $35,228 | |
| Restricted cash: | ||||
| Money market fund | $1,602 | $— | $— | $1,602 |
| Certificate of deposit | 274 | — | — | 274 |
| $1,876 | $— | $— | $1,876 | |
| Marketable securities: | ||||
| U.S. Treasury securities (due in less than one year) | $22,836 | $45 | $— | $22,881 |
| U.S. Treasury securities (due in 1-2 years) | — | — | — | — |
| Municipal securities (due in 1 to 2 years) | 5,041 | 13 | — | 5,054 |
| Government-sponsored enterprise securities (due in 1-2 years) | 5,000 | — | — | 5,000 |
| Commercial paper (due in less than one year) | 118,244 | 34 | (4) | 118,274 |
| Corporate notes (due in less than one year) | 161,050 | 218 | (8) | 161,260 |
| Corporate notes (due in one to two years) | 28,945 | 80 | (16) | 29,009 |
| $341,116 | $390 | $(28) | $341,478 | |
Cash equivalents, restricted cash and marketable securities by security type at December 31, 2024 were as follows:
| (In thousands) | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value |
|---|---|---|---|---|
| Included in cash and cash equivalents: | ||||
| Money market funds | $45,215 | $— | $— | $45,215 |
| Commercial paper | 4,978 | — | (1) | 4,977 |
| $50,193 | $— | $(1) | $50,192 | |
| Restricted cash: | ||||
| Money market fund | $1,587 | $— | $— | $1,587 |
| Certificate of deposit | 273 | — | — | 273 |
| $1,860 | $— | $— | $1,860 | |
| Marketable securities: | ||||
| U.S. Treasury securities (due in less than one year) | $7,937 | $22 | $— | $7,959 |
| U.S. Treasury securities (due in one to two years) | 22,620 | 1 | (11) | 22,610 |
| Government-sponsored enterprise securities (due in less than one year) | 8,741 | 7 | — | 8,748 |
| Commercial paper (due in less than one year) | 180,131 | 150 | (56) | 180,225 |
| Corporate notes (due in less than one year) | 130,361 | 284 | (27) | 130,618 |
| Corporate notes (due in one to two years) | 72,000 | 6 | (97) | 71,909 |
| $421,790 | $470 | $(191) | $422,069 | |
Cash equivalents and marketable securities with unrealized losses that have been in a continuous unrealized loss position for less than 12 months and 12 months or longer at September 30, 2025 and December 31, 2024 were as follows:
| Less Than 12 Months | 12 Months or Longer | Total | ||||
|---|---|---|---|---|---|---|
| (In thousands) | Fair Value | GrossUnrealizedLosses | Fair Value | GrossUnrealizedLosses | Fair Value | GrossUnrealizedLosses |
| As of September 30, 2025: | ||||||
| Commercial paper (due in less than one year) | 27,555 | (5) | — | — | 27,555 | (5) |
| Corporate notes (due in less than one year) | 10,887 | (7) | 1,980 | (2) | 12,867 | (9) |
| Corporate notes (due in one to two years) | 9,893 | (17) | — | — | 9,893 | (17) |
| $48,335 | $(29) | $1,980 | $(2) | $50,315 | $(31) | |
| As of December 31, 2024: | ||||||
| U.S. Treasury securities (due in less than one year) | $18,593 | $(10) | $— | $— | $18,593 | $(10) |
| Commercial paper (due in less than one year) | 66,076 | (56) | — | — | 66,076 | (56) |
| Corporate notes (due in less than one year) | 31,549 | (26) | 1,993 | (1) | 33,542 | (27) |
| Corporate notes (due in one to two years) | 53,506 | (98) | — | — | 53,506 | (98) |
| $169,724 | $(190) | $1,993 | $(1) | $171,717 | $(191) | |
The gross unrealized losses related to U.S. Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of September 30, 2025 and December 31, 2024 were due to changes in interest rates and not credit risk. If an available-for-sale security’s fair value is less than its amortized cost basis, we evaluate whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses. We have not recorded any allowances for credit losses on our available-for-sale securities for the three and nine months ended September 30, 2025 as we have not identified any unrealized losses for these securities attributable to credit factors. Our exposure to unrealized losses may increase in the future due to the economic pressures or uncertainties associated with macroeconomic or other global economic conditions, including those resulting from inflation, fluctuations in interest rates, prospects of a recession, bank failures and other disruptions to financial systems, civil or political unrest, military conflicts, pandemics or other health crises.
Fair Value on a Recurring Basis
We categorize financial instruments recorded at fair value on our condensed consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows:
| Level 1 | — | Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2 | — | Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. |
| Level 3 | — | Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Money market funds are categorized as Level 1 within the fair value hierarchy as their fair values are based on quoted prices available in active markets. U.S. Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper, and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Below is a description of the valuation methodologies used for financial instruments measured at fair value on our consolidated balance sheets, including the category for such financial instruments.
Money market funds and certificates of deposit are categorized as Level 1 within the fair value hierarchy as their fair values are based on quoted prices available in active markets. Commercial paper, U.S. Treasury securities, municipal securities, government-sponsored enterprise securities and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.
The embedded derivatives are classified within Level 3 of the fair value hierarchy. See Note 6 on Debt.
Liability Related to the Sale of Future Royalties
We will utilize the prospective method to account for subsequent changes in the estimated future payments to be made to Royalty Pharma and will update the effective interest rate on a quarterly basis.
We determined the fair value of the liability related to the sale of future royalties based on our current estimates of future royalties expected to be paid to Royalty Pharma over the life of the arrangement, which are considered Level 3. See Note 6 on Debt.
There were no transfers between Level 1, Level 2, and Level 3 during the periods presented.
The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value category assigned.
| Fair Value Measurements at Reporting Date Using | ||||
|---|---|---|---|---|
| Quoted Prices inActive Markets forIdentical Assets · Significant OtherObservable Inputs · SignificantUnobservableInputs | ||||
| (In thousands) | Level 1 | Level 2 | Level 3 | Total |
| As of September 30, 2025: | ||||
| Money market funds(1)(2) | $31,867 | $— | $— | $31,867 |
| Certificate of deposit(2) | 274 | — | — | 274 |
| Municipal securities(4) | — | 5,054 | — | 5,054 |
| U.S. Treasury securities(3) | — | 22,881 | — | 22,881 |
| Government-sponsored enterprise securities(4) | — | 5,000 | — | 5,000 |
| Commercial paper(1) (3) | — | 123,238 | — | 123,238 |
| Corporate notes(3)(4) | — | 190,268 | — | 190,268 |
| Total | $32,140 | $346,441 | $— | $378,581 |
| As of December 31, 2024: | ||||
| Money market funds(1)(2) | $46,802 | $— | $— | $46,802 |
| Certificate of deposit(2) | 273 | — | — | 273 |
| U.S. Treasury securities(3)(4) | — | 30,570 | — | 30,570 |
| Government-sponsored enterprise securities(3) | — | 8,748 | — | 8,748 |
| Commercial paper(3) | — | 185,201 | — | 185,201 |
| Corporate notes(3)(4) | — | 202,527 | — | 202,527 |
| Total | $47,075 | $427,046 | $— | $474,121 |
(1)Included in cash and cash equivalents on our condensed consolidated balance sheets.
(2)Included in restricted cash on our condensed consolidated balance sheets.
(3)Included in current portion of marketable securities on our condensed consolidated balance sheets.
(4)Included in noncurrent portion of marketable securities on our condensed consolidated balance sheets.
Credit Risk
We currently place our cash, restricted cash, cash equivalents and marketable securities with multiple institutions in the U.S. Generally, these deposits may be redeemed upon demand and therefore, bear minimal risk. Deposits with banks may exceed the amount of insurance provided on such deposits. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and marketable securities. Cash equivalents and marketable securities currently consist of money market funds, government-sponsored enterprise securities, U.S. Treasury securities, municipal securities, commercial paper and corporate notes. Our investment policy, approved by the audit committee of our board of directors, limits the amount we may invest in any one type of investment issuer, thereby reducing credit risk concentrations. However, we are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents to the extent recorded in our consolidated balance sheets. We have not experienced any losses in such accounts and we believe that we are not exposed to significant credit risk of our financial position at the depository institutions in which those deposits are held.
Concentration of Credit Risk
As of September 30, 2025, seven customers accounted for 100% of our gross accounts receivable: McKesson Financial Center, which accounted for 47% of our gross accounts receivable; ASD Specialty Healthcare LLC, which accounted for 30% of our gross accounts receivable; Cardinal Health Inc., which accounted for 21% of our gross accounts receivable; Biologics Inc, which accounted for 1% of our gross accounts receivable; and Sina Drug, which accounted for 1% of our gross accounts receivable; and Tannergap, Inc, which accounted for 1% of our gross accounts receivable .
- ACCRUED LIABILITIES
Accrued liabilities consisted of the following as of September 30, 2025 and December 31, 2024:
| (In thousands) | SEPTEMBER 30,2025 | DECEMBER 31,2024 |
|---|---|---|
| CRO and clinical trial costs | $6,263 | $18,968 |
| Manufacturing activities | 26,169 | 11,839 |
| Professional legal and accounting fees | 963 | 475 |
| Interest payable | — | 2,186 |
| Gross-to-net adjustments | 4,105 | 1,166 |
| Other | 2,428 | 915 |
| Total Accrued Liabilities | $39,928 | $35,549 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.