GERON CORP

(I)Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation under the supervision and with the participation of management,

including our Chief Executive Officer and our Chief Financial Officer, of our disclosure controls and procedures (as

defined in Rule 13a‑15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this

Report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our

disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.

In designing and evaluating disclosure controls and procedures, our management recognizes that any

system of controls, however well designed and operated, can provide only reasonable assurance, and not absolute

assurance, that the desired control objectives of the system are met. In addition, the design of any control system is based in

part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of

control systems, there can be no assurance that any design will succeed in achieving its stated goals in all future

circumstances. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute,

assurance that the objectives of our disclosure control system are met and, as set forth above, our Chief Executive Officer

and our Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this

Report, that our disclosure controls and procedures were effective to provide reasonable assurance that the objectives of our

disclosure control system were met.

Remediation of Previously Identified Material Weakness

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial

statements will not be prevented or detected on a timely basis.

As previously disclosed in our quarterly report on Form 10-Q for the third quarter of 2025, management

identified a material weakness in our internal control over financial reporting. Specifically, management identified

deficiencies in the design and operation of certain Information Technology General Controls, or ITGCs, related to user

access and program change management for our Enterprise Resource Planning and payment processing systems.

Consequently, IT application controls and IT dependent manual business process controls that rely upon information from

these systems, were also deemed ineffective.

We implemented measures and took steps designed to address the underlying causes of the material

weakness, which we determined were influenced by changes in our personnel and IT processes and the rapid growth of our

company in 2025. Our remediation efforts included enhancing the design of our ITGC-related controls, as well as

providing training to relevant personnel on the design and operation of our ITGCs. We completed the implementation of

the remediation measures and through testing of our internal controls, management has determined that the controls related

to these remediation measures were effectively designed and operated effectively for a sufficient period of time to enable

us to conclude that the material weakness was remediated as of December 31, 2025.

(II)Changes in Internal Control over Financial Reporting

Other than the remediation measures described above, there were no changes in our internal control over

financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

(III)Management’s Report on Internal Control over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our

Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other

personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles, and includes those policies

and procedures that:

(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect

the transactions and dispositions of our assets;

(2)Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting

principles, and that our receipts and expenditures are being made only in accordance with

authorizations of our management and directors; and

(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of our assets that could have a material effect on the financial

statements.

Management is responsible for establishing and maintaining an adequate internal control over financial

reporting for us. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting

objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human

diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal

control over financial reporting also can be circumvented by collusion or improper management override. Because of such

limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control

over financial reporting. However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Under the supervision and with the participation of our management, including our Chief Executive Officer

and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial

reporting based on the framework set forth in “Internal Control—Integrated Framework” issued by the Committee of

Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the framework

set forth in “Internal Control—Integrated Framework,” our management concluded that our internal control over financial

reporting was effective as of December 31, 2025.

(IV)Report of Independent Registered Public Accounting Firm

This Report includes an attestation report of our independent registered public accounting firm. It is set

forth in Item 8 above.