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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 13, 2025

GERON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware | 000-20859 | 75-2287752
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

919 E. HILLSDALE BLVD., SUITE 250

FOSTER CITY, CA LIFORNIA 94404

(Address of principal executive offices, including zip code)

(650) 473-7700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.001 par value | GERN | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 | Results of Operations and Financial Condition.

Geron Corporation (the “Company” or “Geron”) will participate in various meetings with securities analysts and investors during the 43 rd Annual J.P. Morgan Healthcare Conference the week of January 13, 2025, and will utilize a presentation handout during those meetings. Such presentation handout discloses that Geron expects to report that (i) net revenue from U.S. sales of RYTELO during the fourth quarter ended December 31, 2024 are expected to be approximately $45 million to $46 million, (ii) operating expenses for the year ended December 31, 2024 are expected to be approximately $250 million to $260 million, and (iii) cash, cash equivalents, restricted cash and marketable securities as of December 31, 2024 are expected to be approximately $500 million. The aforementioned financial information is included on slide #17 of the presentation handout, as furnished in Exhibit 99.1 to this Current Report, and is incorporated herein by reference. The Company has not yet completed its financial close process for the quarter and year ended December 31, 2024. These estimates of the Company’s net revenue, operating expenses and cash, cash equivalents, restricted cash and marketable securities for the applicable 2024 periods presented are preliminary, unaudited and are subject to change upon completion of the Company’s financial statement closing procedures and the audit of the Company’s consolidated financial statements.

Item 7.01 | Regulation FD Disclosure.

Geron will participate in various meetings with securities analysts and investors during the 43 rd Annual J.P. Morgan Healthcare Conference the week of January 13, 2025, and will utilize a presentation handout during those meetings. The presentation handout, together with a slide setting forth certain cautionary language intended to qualify the forward-looking statements included in the presentation handout, is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The presentation handout will also be made available in the Investors section of Geron’s website, located at www.geron.com.

The information contained in Items 2.02 and 7.01 and in the accompanying Exhibit 99.1 to this Current Report shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, and shall not be incorporated by reference into any filing made by the Company with the U.S. Securities and Exchange Commission under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. |  | Description
99.1 |  | January 2025 Corporate Presentation
104 |  | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GERON CORPORATION

Date: | January 13, 2025 |  | By: | /s/ Scott A. Samuels
|  |  | Name: | Scott A. Samuels
|  |  | Title: | Executive Vice President,
|  |  |  | Chief Legal Officer and
|  |  |  | Corporate Secretary

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