GERON CORP

1. BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION, USE OF ESTIMATES AND RECENT ACCOUNTING PRONOUNCEMENTS

Business Overview

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.

Basis of Presentation

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. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, or the 2025 Form 10-K. The accompanying unaudited condensed consolidated balance sheet as of December 31, 2025 has been derived from audited financial statements at that date. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other period. We operate asone operating segment.

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.

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, inventory valuation, operating leases (right-of-use assets), lease liabilities, income taxes, and stock-based compensation and interest expense related to sale of future royalties. 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 unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2026 are consistent with those discussed in Note 1 to the consolidated financial statements in the 2025 Form 10-K, except for the policy related to product return reserves. Effective November 1, 2026, the Company revised its returned goods policy to significantly limit the circumstances under which customers may return product. As a result, the Company expects future product returns to be limited. Estimated returns, when applicable, continue to be recognized as a reduction of product revenue.

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 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.

2. REVENUE RECOGNITION

Net Product Revenue

To date, our only source of product revenue has been from the sales of RYTELO, which we began shipping to our customers in the U.S. in June 2024. To date, product revenue pursuant to Named Patient Programs outside of the U.S. has been not material.

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, 2026 and 2025:

Effective November 1, 2026, the Company revised its returned goods policy to significantly limit the circumstances under which customers may return product.

As of September 30, 2026, three customers individually accounted for approximately 45%,38% and 16% of our gross accounts receivable associated with our product revenue, as compared to 43%,38% and 17% as of December 31, 2025, respectively.

3. INVENTORY

All of our inventories are related to the manufacturing of RYTELO. The following table presents our inventory as of September 30, 2026 and December 31, 2025:

4. Financial Instruments

Cash equivalents, restricted cash and marketable securities by security type at September 30, 2026 were as follows:

Cash equivalents, restricted cash and marketable securities by security type at December 31, 2025 were as follows:

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, 2026 and December 31, 2025 were as follows:

The gross unrealized losses related to U.S. Treasury securities, municipal securities, commercial paper and corporate notes as of September 30, 2026 and December 31, 2025 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, 2026 as we have not identified any unrealized losses for these securities attributable to credit factors. We do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.

5. FAIR VALUE MEASUREMENTS

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:

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 7 on Debt.

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 7 on Debt.

There were no transfers between Level 1, Level 2, and Level 3 during the periods presented. In addition, there have been no changes to our valuation techniques as of September 30, 2026 and December 31, 2025.

The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 and indicates the fair value category assigned.

(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.

(5)Included in current and noncurrent portion of liabilities related to sale of future royalties on our consolidated balance sheets.

6. OTHER CONDENSED CONSOLIDATED FINANCIAL STATEMENT DETAILS

Accrued liabilities consisted of the following as of September 30, 2026 and December 31, 2025:

Accrued compensation and benefits consisted of the following as of September 30, 2026 and December 31, 2025:

Cash, cash equivalents, and restricted cash included in the Company's condensed consolidated statement of cash flows were as follows:

7. DEBT

Pharmakon Loan Agreement

On November 1, 2024, we entered into a loan agreement, or the Pharmakon Loan Agreement, with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, each, a Lender, which are investment funds managed by Pharmakon Advisors, LP, and BioPharma Credit PLC, as collateral agent, that provides for a 5-year senior secured term loan facility. We drew a Tranche A Loan in an aggregate principal amount of $125.0 million, or the Tranche A Loan, on November 1, 2024. The Pharmakon Loan Agreement had also provided fortwo additional committed term loan tranches of up to $125.0 million in the aggregate: a Tranche B Loan, of $75.0 million and a Tranche C Loan of $50.0 million. On January 5, 2026, we entered into an amendment to the Pharmakon Loan Agreement, or the Pharmakon Amendment, which extended the date for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July 30, 2026. Nether the Tranche B Loan, nor the Tranche C Loan was drawn, and both are no longer available. A portion of the proceeds from the Tranche A Loan were used to repay, in full, all amounts owed under the Hercules Loan Agreement, which was terminated effective November 1, 2024. The remaining proceeds will be used to fund our general corporate and working capital requirements.

The Pharmakon Amendment also extended the date before which any prepayment of the Tranche A Loan is subject to a make‑whole premium, or the Makewhole Date, from November 1, 2026 to May 1, 2027. The Pharmakon Amendment was evaluated under ASC 470-50 and determined to be a modification. The unamortized debt issuance costs will continue to be amortized over the remaining term using a revised effective interest rate. Fees incurred in connection with the Pharmakon Amendment were not material and were expensed as incurred.

The Tranche A Loan matures on November 1, 2029. The Tranche A Loan bears interest at a variable rate per annum equal to 5.75% plus the three-month Secured Overnight Financing Rate, or SOFR, with a SOFR floor of 3.00%. As of inception of the Tranche A Loan, the applicable interest rate was 10.32%. As of September 30, 2026, the applicable interest rate was 10.86%. Interest is due and payable quarterly on the last day of each quarter.

We may elect to prepay the Tranche A Loan in part or in whole prior to maturity, with such prepayments being subject to a prepayment premium equal to the principal amount so prepaid multiplied by 3% if made prior to November 1, 2027,2% if made on or after November 1, 2027 but prior to November 1, 2028, and 1% if made on or after November 1, 2028 but prior to November 1, 2029. In addition to the prepayment premium, any prepayment of the Tranche A Loan prior to May 1, 2027 is subject to a make-whole amount equal to the sum of all interest that would have accrued through such date.

Our obligations under the Pharmakon Loan Agreement are secured by substantially all of our assets, including our intellectual property. Certain of our subsidiaries may, from time to time, be required to guarantee our obligations under the Pharmakon Loan Agreement and, in connection with such guarantee, pledge substantially all of their assets, including intellectual property, to secure such guarantee.

The Pharmakon Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties. We are bound by certain affirmative covenants setting forth actions that are required during the term of the Pharmakon Loan Agreement, including, without limitation, certain information delivery requirements, obligations to maintain certain insurance, and certain notice requirements. There are no financial covenants. Additionally, we are bound by certain restrictive covenants setting forth actions that are not permitted to be taken during the term of the Pharmakon Loan Agreement, including, without limitation, (i) selling or disposing of assets, (ii) amending, modifying or waiving our rights under material agreements, (iii) consummating change in control transactions unless all amounts becoming due under the Loan Agreement are paid in full immediately upon (and concurrent with) the consummation of any such change in control transaction, (iv) incurring additional indebtedness, (v) incurring non-permitted liens or encumbrances on our or our subsidiaries’ assets, (vi) paying dividends or making any distribution or payment on or redeeming, retiring or purchasing any equity interests, and (vii) making payments on subordinated indebtedness, in each case, subject to specified exceptions. The Pharmakon Loan Agreement also contains the following events of default: (i) failure to pay principal, interest and other amounts when due, (ii) the breach of the covenants under the Loan Agreement, (iii) the occurrence of a material adverse change or the occurrence of a withdrawal event in respect of RYTELO, (iv) certain attachments of the credit parties assets and restraints on their business, (v) certain insolvency, liquidation, bankruptcy or similar events, (vi) certain cross-default of third-party indebtedness and royalty revenue contracts, (vii) the failure to pay certain judgments, (viii) material misrepresentations, (ix) the loan documents ceasing to create a valid security interest in a material portion of the collateral, (x) the occurrence of certain ERISA events, and (xi) the occurrence of a default under any subordination or intercreditor agreement, in each case subject to the grace periods, cure period and thresholds as specified in the Pharmakon Loan Agreement. Upon the occurrence and during the continuance of an event of default, the Lenders may, among other things, accelerate our obligations under the Pharmakon Loan Agreement (including all obligations for principal, interest and any applicable make-whole and prepayment premiums); provided that upon an event of default relating to certain insolvency, liquidation, bankruptcy or similar events, all outstanding obligations will be immediately accelerated. We concluded that the likelihood of such acceleration is remote, and therefore all debt is classified as long‑term. As of September 30, 2026, we were in compliance with our Pharmakon Loan Agreement covenants.

Future Minimum Payments

The following table presents future minimum payments, including interest and the end of term charge, under the Loan Agreement as of September 30, 2026 (in thousands):

Embedded Derivatives

The conditional exercisable call option related to the event of default is considered to be an embedded derivative which is required to be bifurcated and accounted for as a separate financial instrument. In the periods presented, the value of the embedded derivative is not material and therefore, no amount has been recognized. If an event of default becomes more probable than is currently estimated, then the embedded derivative could become material in future periods and would be recognized as a separate financial instrument at that time. The embedded derivatives are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.

Liabilities Related to Sale of Future Royalties

On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma. Pursuant to the Royalty Pharma Agreement, we received an upfront payment of $125.0 million, or the Purchase Price, in exchange for which Royalty Pharma obtained the right, or the Revenue Participation Right, to receive certain amounts calculated as a percentage of future U.S. net sales of RYTELO for each calendar quarter, or Royalty Payments, during the term contemplated by the Royalty Pharma Agreement. Specifically, the revenue participation rate commences at 7.75% for annual U.S. net sales of up to and equal to $500.0 million declining to 1.0% for annual U.S. net sales exceeding $1.0 billion until the date when the aggregate Royalty Payments equal or exceed 1.65 times the Purchase Price, if this occurs by June 30, 2031, or the date when the aggregate Royalty Payments equal or exceed 2.0 times the Purchase Price.

In addition, we have the option to repurchase all of the Revenue Participation Right from Royalty Pharma for a purchase price of equal to the Buy-Out-Payment, as defined below, if we entered into a definitive agreement to consummate a change of control, or Buy-Back Option.

“Buy-Out Payment” means an amount equal to (a)1.65 times the Purchase Price minus the aggregate Royalty Payments as of the change of control, if the change of control occurs on or prior to December 31, 2027, or (b)2.0 times the Purchase Price minus the aggregate Royalty Payments as of the change of control, if the change of control occurs after December 31, 2027.

We accounted for the Royalty Pharma Agreement as a financing liability, primarily because it has significant continuing involvement in generating the future revenue on which the Royalty Payments are based. The liability related to Revenue Participation Right and the related interest expense are measured based on our current estimate of the timing and amount of expected future Royalty Payments expected to be paid over the estimated term of the Royalty Pharma Agreement using a discounted cash flow model. The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over the estimated term of the agreement.

We have determined the fair value of the liability related to the sale of future royalties is 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.

The following table shows the activity within the liability related to sale of future royalties during the nine months ended September 30, 2026:

8. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

On March 13 and March 14, 2025, we and certain of our current and former officers were named as defendants intwo putative securities class action lawsuits filed in the United States District Court for the Northern District of California captioned Dabestani v. Geron Corporation, et al., No. 3:25-cv-02507 and Potvin v. Geron Corporation, et al., No. 3:25-cv-02563, respectively. Both lawsuits allege violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder in connection with allegedly false and misleading statements concerning the commercial potential of RYTELO. The plaintiffs allege, among other things, that we overstated RYTELO's commercial potential by making materially false and misleading statements and/or concealing material adverse facts concerning RYTELO's commercial potential, including the lack of awareness among healthcare providers for RYTELO, the burden of monitoring requirements in administering the drug, and the impacts of seasonality and existing competition on RYTELO's sales, and that our stock price dropped when we disclosed in our earnings call on February 26, 2025 that we had observed flat revenue trends over the prior few months. The plaintiffs seek damages and interest, and an award of reasonable costs, including attorneys' and experts' fees. On May 29, 2025, the Court consolidated the Dabestani and Potvin cases into one consolidated action captioned In re Geron Corporation Securities Litigation, or the Securities Class Action, and appointed lead plaintiffs and counsel for lead plaintiffs. On August 8, 2025, lead plaintiffs filed a consolidated amended complaint. On October 7, 2025, we filed our motion to dismiss the consolidated amended complaint. A hearing on the motion to dismiss was held on March 19, 2026, and on March 30, 2026, the Court entered an order granting our motion to dismiss without prejudice. On April 13, 2026, lead plaintiffs filed a second amended complaint. On May 18, 2026, we filed our motion to dismiss the second amended complaint. A hearing on the motion to dismiss was held on August 6, 2026, and on August 13, 2026, the Court entered an order denying our motion to dismiss. The case currently is in discovery, and we are vigorously defending against all claims.

In addition, on April 15, 2025 and April 16, 2025, three purported stockholders filed derivative complaints, each filed in the United States District Court for the Northern District of California, captioned Bishop v. Scarlett, et al., No.

3:25-cv-03356, Lerner v. Scarlett, et al., No. 3:25-cv-03401, and Willis v. Scarlett, et al., No: 3:25-cv-03396, respectively. Thethree lawsuits name certain of our current and former directors and officers and allege that they breached their fiduciary duties and violated federal securities laws by issuing allegedly false and misleading statements concerning the commercial potential of RYTELO. The allegations in each of thethree derivative complaints are substantially similar to the Securities Class Action. The plaintiff seeks damages and interest, and an award of reasonable costs, including attorneys' and experts' fees. The plaintiffs in Bishop v. Scarlett, et al. and Willis v. Scarlett, et al. also seek punitive damages. On May 16, 2025, the Court consolidated thethree derivative complaints intoone consolidated action captioned In re Geron Corporation Derivative Litigation, or the Consolidated Derivative Action. On June 17, 2025, the Court stayed the Consolidated Derivative Action pending a final ruling on the motion to dismiss in the Securities Class Action. On September 8, 2026, the Court extended the stay in the Consolidated Derivative Action pending the resolution of class certification in the Securities Class Action.

On August 29, 2025, a purported stockholder made a demand on our board of directors to commence a civil action against certain of our current and former directors for breaching their fiduciary duties and violating the securities laws by issuing allegedly false and misleading statements concerning the commercial potential of RYTELO. On September 19, 2025, the board of directors responded that it would defer a final decision on the demand given the other pending derivative lawsuits and the Securities Class Action. On October 7, 2025, the purported stockholder filed a suit in the United States District Court for the Northern District of California, captioned Hyung v. Bir, et al., No. 3:25-cv-08575 (the "Hyung Derivative Action"). The derivative lawsuit names certain of our current and former directors and officers. The allegations in the derivative lawsuit are substantially similar to the Securities Class Action and the Consolidated Derivative Action. The plaintiff seeks damages and an award of reasonable costs, including attorneys’ and experts’ fees. On November 4, 2025, the Court stayed the Hyung Derivative Action pending a final ruling on the motion to dismiss in the Securities Class Action. On September 8, 2026, the Court extended the stay in the Hyung Derivative Action pending the resolution of class certification in the Securities Class Action. Additionally, on January 23 and February 19, 2026, respectively, two additional purported stockholders each made a similar demand on our board of directors. On March 25, 2026, the board of directors similarly responded that it would defer a final decision on the demands given the other pending derivative lawsuits and the Securities Class Action. On September 8, 2026, one of the purported stockholders filed a suit in the United States District Court for the Northern District of California, captioned Russo v. Scarlett, et al., No. 3:26-cv-09979 (the "Russo Derivative Action"). The derivative lawsuit names certain of our current and former directors and officers. The allegations in the Russo Derivative Action are substantially similar to the Securities Class Action, the Consolidated Derivative Action, and the Hyung Derivative Action. On September 24, 2026, the plaintiffs in the Hyung Derivative Action and Russo Derivative Action filed a joint stipulation to consolidate thetwo derivative actions and stay the consolidated action pending the resolution of class certification in the Securities Class Action.

On September 29, 2026, a purported stockholder filed a derivative complaint in the United States District Court for the District of New Jersey, captioned Weinstein v. Scarlett, et al., No. 2:26-cv-12796 (the “Weinstein Derivative Action”). The lawsuit names certain of our current and former directors and officers and alleges that they breached their fiduciary duties and violated federal securities laws by issuing allegedly false and misleading statements concerning the commercial potential of RYTELO. The allegations are substantially similar to the Securities Class Action, the Consolidated Derivative Action, the Hyung Derivative Action, and the Russo Derivative Action. The plaintiff seeks damages and an award of reasonable costs, including attorneys’ and experts’ fees. On October 19, 2026, the Court entered an order staying the Weinstein Derivative Action pending the resolution of class certification in the Securities Class Action.

It is possible that additional lawsuits will be filed or allegations made by stockholders with respect to these same or other matters and also naming us and/or our officers and directors as defendants. We intend to vigorously defend against the claims brought by the plaintiffs in these matters.

Such lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain. We could be forced to expend significant resources and may incur substantial legal fees and costs in defending against the pending lawsuits and any other related lawsuits, and we may not prevail. Monitoring, initiating and defending against legal actions is time-consuming for our management, is likely to be expensive, and may detract from our ability to fully focus our internal resources on our business activities. Additionally, we may not be successful in having any such lawsuits dismissed or settled within the limits of our insurance coverage. Given the early stage of these lawsuits and the inherent uncertainly of litigation, we cannot predict how long it may take to resolve the pending lawsuits or the potential outcome or possible amount of any damages. As such, we currently are unable to reasonably estimate the possible losses or a range of possible losses that may result from these matters, if any. Expenses associated with the pending lawsuits and any potential related lawsuits could be material to our consolidated financial statements if we do not prevail in the defense of such lawsuits, or even if we do prevail.

Indemnifications to Officers and Directors

Our corporate bylaws require that we indemnify our directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Geron. In addition, we have entered into separate indemnification agreements with each of our directors and officers which provide for indemnification of these directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in our bylaws and the indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated.

Severance Plan

We maintain a company-wide severance plan that provides severance benefits upon qualifying terminations, including enhanced benefits in connection with a change of control. As of September 30, 2026, all executive officers have employment agreements with severance provisions and will receive the greater of the severance benefits provided under their agreements or the severance plan (without duplication).

In December 2025, we implemented a workforce reduction, representing approximately one-third of our workforce prior to the reduction in headcount. See Note 11 on Restructuring for additional information.

Purchase Commitments

We have engaged third‑party contract manufacturers to manufacture and supply additional quantities of RYTELO that meet applicable regulatory standards for current and potential future clinical trials and commercial uses. Related to those contract manufacturing agreements, we have binding commercial purchase commitments of approximately $31.6 million that can be cancelled, but would incur cancellation penalties, and approximately $9.9 million in agreed upon manufacturing commitments that can be adjusted based on commercial demand of RYTELO as of September 30, 2026. Based on current plans and information available, the related commercial purchase commitments are intended to be utilized.

In the normal course of business, we enter into agreements with CROs for clinical trials for clinical and commercial supply manufacturing and with other vendors for non-clinical research studies, investigator-led trials and other services and products for operating purposes. We have not considered these payments to be contractual obligations since the contracts are generally cancellable at any time by us upon less than 180 days’ prior written notice. We also have certain in-license agreements that require us to pay milestones to such third parties upon achievement of certain development, regulatory or commercial milestones. Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful achievement of certain development, regulatory approval and commercial milestones, which may not be achieved.

In September 2026, the Company entered into agreements with a third-party service provider to support the commercial launch of RYTELO in Germany and France. The arrangements include medical and commercial field personnel and related operational support, and have initial terms through December 31, 2028. The underlying agreements may be terminated for convenience by either party upon nine months’ prior written notice. During the notice period, monthly fees may not be less than the average monthly fees earned during the preceding 12 months. Upon termination, the Company may also be responsible for services performed through the termination date, approved noncancelable or nonrefundable commitments, certain vehicle lease termination charges, and applicable severance and employee-transition costs. After the initial term, agreements may be renewed for successive 12-month periods.

Operating Leases

New Jersey Office Space Leases

In September 2026, the Company entered into a new lease agreement for an office space in Parsippany, New Jersey. The new lease has an initial term of approximately eight and one-half years following commencement, with an option to extend the lease for an additional five years. Lease commencement is expected to occur upon substantial completion of certain landlord-funded improvements, which is currently expected in the first quarter of 2027. Concurrent with entering into the new lease, the Company entered into an agreement to terminate its existing lease for an office space in Parsippany, New Jersey. The existing lease will terminate, without a termination fee, upon substantial completion of the landlord’s work under the new lease.

The Company accounted for the new lease and the termination of the existing lease as a combined contract under ASC 842, Leases. As a result, the Company reallocated the remaining consideration between the existing and new lease components based on their relative standalone prices and remeasured the lease liability associated with the existing lease over its shortened term, with a corresponding adjustment of $1.0 million to the related right-of-use asset. No gain or loss was recognized as a result of the modification. The Company expects to recognize a right-of-use asset and corresponding lease liability for the new lease when the lease commences.

The new lease provides for initial annual base rent of approximately $0.4 million, subject to annual increases over the lease term.

California Office Space Lease

In October 2019, we entered into an operating lease agreement for office space located in Foster City, California, or the Foster City Lease. The Foster City Lease commenced on March 10, 2020, and its initial term extends through June 2027, with an option to extend the lease for an additional five years. In October 2026, we notified the landlord that we do not intend to exercise thefive-year renewal option. Accordingly, the Foster City Lease is expected to expire in June 2027 in accordance with its existing terms.

9. NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the periods presented without consideration of potential common shares.

Diluted net income per share is calculated by adjusting the weighted-average number of shares of common stock outstanding for the dilutive effect of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued, as determined using the treasury-stock method.

The following table sets forth the computation of basic and diluted net income (loss) per share:

The following table sets forth the potential weighted-average common shares excluded from the calculation of diluted net income (loss) per share because their inclusion would be anti-dilutive:

10. SEGMENT REPORTING

We are currently developing therapies for the treatment of hematologic malignancies. To date, our main source of product revenue has been from U.S. sales of RYTELO, which began shipping to customers in June 2024. Additionally, we have generated insignificant royalty and license fee revenue under agreements that out-license technology to various companies.

We haveone operating and reportable segment. We define our operating segment based on internally reported financial information that is regularly reviewed by the Chief Operating Decision Maker, or CODM, to analyze financial performance, make decisions, and allocate resources. Our President and Chief Executive Officer is the CODM.

The CODM reviews the segment's profit or loss based on net income (loss) reported on the consolidated statement of operations and comprehensive income (loss) and considers forecast-to-actuals variances on a quarterly basis for expenses that are deemed significant. Further, the CODM reviews the segment's assets based on total assets reported on the condensed consolidated balance sheet. All long-lived assets are held in the U.S.

Our CODM views specific categories within research and development expenses and selling, general and administrative expenses as significant given the correlation between cash burn and profitability. During the three months ended September 30, 2026, the Company revised the presentation of certain financial information regularly provided to the CODM, Accordingly, prior period segment expense disclosures have been recast to conform to the current period presentation. The following table reconciles reported revenues to net income (loss) under the significant expense principle for the three and nine months ended September 30, 2026 and 2025:

*Other general and administrative expenses includes stock-based compensation expense and other general and administrative expenses largely resulting from personnel costs for individuals in administrative functions and legal and professional fees.

11. RESTRUCTURING

In December 2025, the board of directors approved a workforce reduction representing approximately one-third of our workforce prior to the reduction in headcount. In 2025, we incurred approximately $17.0 million in restructuring and restructuring-related charges, primarily consisting of one-time employee severance payments, healthcare and related benefits, and other employee-related costs. The charges were recorded within restructuring charges in the consolidated statements of operations.

The workforce reduction was substantially completed in the first quarter of 2026. There wereno restructuring charges during the three and nine months ended September 30, 2025.