Financial Analysis

CONTINGENCIES AND UNCERTAINTIES Legal Proceedings On March 13 and March 14, 2025, we and certain of our current and former officers were named as defendants in two putative securities class action lawsuits, each 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 violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, 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 c …

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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 of up to $250.0 million, divided into three committed tranches: (i) a Tranche A Loan in an aggregate principal amount of $125.0 million, or the Tranche A Loan, which was funded on November 1, 2024, or the Tranche A Closing Date; (ii) a Tranche B Loan in an aggregate principal amount of $75.0 million, or the Tranche B Loan, which is available, subject to certain limited conditions, at our option; and (iii) a Tranche C Loan in an aggregate principal amount of $50.0 million, or the Tranche C Loan, and together with the Tranche A Loan and the Tranche B Loan, collectively, the Term Loans, which is available to us upon reaching a specified trailing twelve-month RYTELO revenue milestone. The Tranche B Loan and the Tranche C Loan, once available, may be requested on or prior to December 31, 2025. 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 Term Loans mature on November 1, 2 …

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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) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses 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) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses 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. Treasu …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

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. …

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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

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SEGMENT REPORTING We are currently developing therapies for the treatment of hematologic malignancies. To date, our only 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. For the three and nine months ended September 30, 2025, we have identified one 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 (loss) income reported on the consolidated statement of operations and comprehensive (loss) income 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 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. The following table reconciles reported revenues to net (loss) income under the significant expense prin …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing