GERON CORP
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
GERN$0.97-2.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
Included in Part II, Item 8 of this Report:
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 92 |
| Consolidated Balance Sheets—December 31, 2024 and 2023 | 95 |
| Consolidated Statements of Operations—Years Ended December 31, 2024, 2023 and 2022 | 96 |
| Consolidated Statements of Comprehensive Loss—Years Ended December 31, 2024, 2023 and 2022 | 97 |
| Consolidated Statements of Stockholders’ Equity—Years Ended December 31, 2024, 2023 and 2022 | 98 |
| Consolidated Statements of Cash Flows—Years Ended December 31, 2024, 2023 and 2022 | 100 |
| Notes to Consolidated Financial Statements | 101 |
(2)
Financial Statement Schedules
Financial statement schedules are omitted because they are not required or the information is disclosed in the financial statements listed in Item 15(a)(1) above.
(3)
Exhibits
| Incorporation by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | ExhibitNumber | Filing | Filing Date | File No. |
| 3.1 | Restated Certificate of Incorporation | 3.3 | 8‑K | May 18, 2012 | 000‑20859 |
| 3.2 | Certificate of Amendment of the Restated Certificate of Incorporation | 3.1 | 8‑K | May 18, 2012 | 000‑20859 |
| 3.3 | Certificate of Amendment of the Restated Certificate of Incorporation | 3.1 | 8-K | June 7, 2019 | 000-20859 |
| 3.4 | Certificate of Amendment of the Restated Certificate of Incorporation | 3.1 | 8-K | May 13, 2021 | 000-20859 |
| 3.5 | Certificate of Amendment of the Restated Certificate of Incorporation | 3.1 | 8-K | June 2, 2023 | 000-20859 |
| 3.6 | Amended and Restated Bylaws of Registrant | 3.1 | 8‑K | December 15, 2023 | 000‑20859 |
| 4.1 | Description of Capital Stock | 4.1 | 10-K | February 28, 2024 | 000-20859 |
| 4.2 | Form of Common Stock Certificate | 4.1 | 10‑K | March 15, 2013 | 000‑20859 |
| 4.3 | Form of Pre-Funded Warrant to Purchase Common Stock | 4.1 | 8-K | May 26, 2020 | 000‑20859 |
| 4.4 | Form of Warrant to Purchase Common Stock | 4.2 | 8-K | May 26, 2020 | 000‑20859 |
| 4.5 | Form of Pre-Funded Warrant to Purchase Common Stock | 4.1 | 8-K | March 30, 2022 | 000‑20859 |
| 4.6 | Form of Pre-Funded Warrant to Purchase Common Stock | 4.1 | 8-K | January 6, 2023 | 000‑20859 |
| 4.7 | Form of Pre-Funded Warrant to Purchase Common Stock | 4.1 | 8-K | March 20, 2024 | 000-20859 |
| 10.1 | Form of Indemnification Agreement | 10.1 | 10‑K | March 7, 2012 | 000‑20859 |
| 10.2 | 2011 Incentive Award Plan* | 10.1 | 8‑K | May 16, 2011 | 000‑20859 |
| 10.3 | Form of Stock Option Agreement under 2011 Incentive Award Plan* | 10.11 | 10‑K | March 15, 2013 | 000‑20859 |
| 10.4 | Form of Restricted Stock Award Agreement under 2011 Incentive Award Plan* | 10.12 | 10‑K | March 15, 2013 | 000‑20859 |
| 10.5 | Form of Non‑Employee Director Stock Option Agreement under 2011 Incentive Award Plan* | 10.2 | 10‑Q | May 7, 2015 | 000‑20859 |
| 10.6 | 2018 Equity Incentive Plan, as amended* | 10.1 | 8-K | June 2, 2023 | 000-20859 |
| 10.7 | UK Sub-Plan to 2018 Equity Incentive Plan* | 10.1 | 10-Q | November 7, 2022 | 000-20859 |
| 10.8 | Form of 2018 Equity Incentive Plan Option Agreement (Time Based)* | 10.2 | 10-Q | November 7, 2022 | 000-20859 |
| 10.9 | Form of 2018 Equity Incentive Plan Option Agreement (Performance Based)* | 10.3 | 10-Q | November 7, 2022 | 000-20859 |
| 10.10 | Form of Non-Employee Director Stock Option Agreement under 2018 Equity Incentive Plan, as amended* | 10.13 | 10-K | March 7, 2019 | 000-20859 |
| 10.11 | Form of Performance-Vesting Stock Option Agreement under 2018 Equity Incentive Plan, as amended* | 10.15 | 10-K | March 7, 2019 | 000-20859 |
| 10.12 | Form of Restricted Stock Unit Agreement under 2018 Equity Incentive Plan* | ||||
| 10.13 | 2018 Inducement Award Plan, as amended January 1, 2025* | ||||
| 10.14 | UK Sub-Plan to 2018 Inducement Award Plan* | 10.5 | 10-Q | November 7, 2022 | 000-20859 |
| 10.15 | Form of Stock Option Agreement under 2018 Inducement Award Plan, as amended* | 10.19 | 10-K | March 7, 2019 | 000-20859 |
| 10.16 | Form of Performance-Vesting Stock Option Agreement under 2018 Inducement Award Plan* | 10.20 | 10-K | March 7, 2019 | 000-20859 |
| 10.17 | Form of Restricted Stock Unit Agreement under 2018 Inducement Award Plan* | ||||
| 10.18 | 2014 Employee Stock Purchase Plan, as amended* | 10.2 | 8‑K | May 13, 2022 | 000‑20859 |
| 10.19 | Form of 2018 Inducement Award Plan Option Agreement (Time Based)* | 10.6 | 10-Q | November 7, 2022 | 000‑20859 |
| 10.20 | Form of 2018 Inducement Award Plan Option Agreement (Performance Based)* | 10.7 | 10-Q | November 7, 2022 | 000‑20859 |
| 10.21 | Non-Employee Director Compensation Policy, as amended February 16, 2022, March 7, 2022 and February 14, 2024* | 10.23 | 10-K | February 28, 2024 | 000-20859 |
| 10.22 | Directors’ Market Value Stock Purchase Plan, effective October 1, 2018* | 10.1 | 10-Q | November 1, 2018 | 000-20859 |
| 10.23 | Amended and Restated Severance Plan, effective as of January 1, 2022* | 10.22 | 10-K | March 10, 2022 | 000-20859 |
| 10.24 | Amended and Restated Employment Agreement between the Registrant and John A. Scarlett, M.D., effective as of January 31, 2019* | 10.29 | 10-K | March 7, 2019 | 000-20859 |
| 10.25 | Amended and Restated Employment Agreement between the Registrant and Andrew J. Grethlein, effective as of January 31, 2019* | 10.31 | 10-K | March 7, 2019 | 000-20859 |
| 10.26 | Employment Agreement by and between the Registrant and Scott A. Samuels, effective as of August 1, 2023* | 10.1 | 10-Q | November 2, 2023 | 000-20859 |
| 10.27 | Employment Agreement by and between the Registrant and Michelle Robertson, effective as of September 25, 2023* | 10.2 | 10-Q | November 2, 2023 | 000-20859 |
| 10.28 | Employment Agreement by and between the Registrant and James Ziegler, effective as of September 9, 2024* | 10.1 | 10-Q | November 7, 2024 | 000-20859 |
| 10.29 | Employment Agreement by and between the Registrant and Joseph Eid, effective as of November 11, 2024* | ||||
| 10.30 | Office Lease Agreement by and between Registrant and 3 Sylvan Realty LLC, effective as of April 30, 2019 | 10.18 | 10-Q | May 2, 2019 | 000‑20859 |
| 10.31 | Office Lease Agreement by and between Registrant and Hudson Metro Center LLC, effective as of October 9, 2019 | 10.1 | 8-K | October 15, 2019 | 000‑20859 |
| 10.32 | At Market Issuance Sales Agreement, dated November 1, 2023, by and between Registrant and B. Riley Securities, Inc. | 10.1 | 8-K | November 2, 2023 | 000-20859 |
| 10.33 | Loan Agreement, dated November 1, 2024, among Registrant, BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership^ | ||||
| 10.34 | Revenue Participation Right Purchase and Sale Agreement, dated November 1, 2024, by and between Registrant and Royalty Pharma Development Funding, LLC^ | ||||
| 19.1 | Insider Trading Policy | ||||
| 21.1 | List of Subsidiaries | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | ||||
| 24.1 | Power of Attorney (see signature page) | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002 | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Form of Rule 13a‑14(a), as adopted pursuant to Section 302(a) of the Sarbanes‑Oxley Act of 2002 | ||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002** | ||||
| 32.2 · Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002** | |||||
|---|---|---|---|---|---|
| 97.1 | Incentive Compensation Recoupment Policy, effective October 2, 2023* | 97.1 | 10-K | February 28, 2024 | 000-20859 |
| 101 | The following materials from the Registrant’s annual report on Form 10‑K for the year ended December 31, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL) include: (i) Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) Consolidated Statements of Operations, Consolidated Comprehensive Loss, Stockholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2024, and (iii) Notes to Consolidated Financial Statements | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
^ Certain portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant customarily and actually treats as private or confidential.
- Management contract or compensation plan or arrangement.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Report), irrespective of any general incorporation language contained in such filing.
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