Home Jersey sale GERON CORP MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

GERON CORP MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

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FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements that involve risks and
uncertainties, as well as assumptions that, if they never materialize or prove
incorrect, could cause our results to differ materially from those expressed or
implied by such forward-looking statements. All statements other than statements
of historical fact are statements that could be deemed forward-looking
statements. In some cases, forward-looking statements can be identified by the
use of terminology such as "may," "expects," "plans," "intends," "will,"
"should," "projects," "believes," "predicts," "anticipates," "estimates,"
"potential" or "continue," or the negative thereof or other comparable
terminology. These statements are within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. These
statements appear throughout the Form 10-Q and are statements regarding our
intent, belief, or current expectations, primarily with respect to our business
and related industry developments. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this Form 10-Q.
Our actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us and
described in Part II, Item 1A, entitled "Risk Factors," and in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Part I, Item 2 of this Form 10-Q.

OVERVIEW

The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto included in Part
I, Item 1 of this Form 10-Q; and the sections entitled "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in our Form 10-K for the year ended December 31, 2021, as
filed with the United States Securities and Exchange Commission, or SEC, on
March 10, 2022, or 2021 Form 10-K.

Company Overview

Geron is a late-stage clinical biopharmaceutical company that is focused on the
development and potential commercialization of imetelstat, a first-in-class
telomerase inhibitor. Geron's vision is to become a leader in the treatment of
blood cancers, or hematologic malignancies, and is committed to improving and
extending the lives of patients by changing the course of these diseases by
targeting telomerase. We believe data from our prior Phase 2 clinical trials
provide strong evidence that imetelstat targets telomerase to inhibit the
uncontrolled proliferation of malignant stem and progenitor cells enabling
recovery of bone marrow and blood cell production, which indicate potential
disease-modifying activity. We believe this potential disease modification may
differentiate imetelstat from other currently approved and investigational
treatments in myeloid hematologic malignancies.

We are currently conducting two phase 3 clinical trials which are designed to enable registration of imetelstat:

(I)

IMerge Phase 3 in low- or intermediate-1-risk myelodysplastic syndromes, or low-risk MDS, and

(ii)

IMPactMF in intermediate-2 or high-risk myelofibrosis, or relapsed/refractory MF.

For IMerge Phase 3, we expect top-line results to be available in early January
2023, based on current planning assumptions. In September 2022, the Hepatic
Expert Committee for IMerge Phase 3 convened at a regularly scheduled meeting,
and recommended the trial continue without modification. Assuming the top-line
results of IMerge Phase 3 support regulatory submissions, we plan to submit a
New Drug Application, or NDA, in the U.S. in the first half of 2023, and a
marketing authorization application, or MAA, in Europe in the second half of
2023, for imetelstat in lower risk MDS. Under either priority or standard review
for the NDA and, upon potential approval by the FDA, we expect that commercial
launch of imetelstat in lower risk MDS in the U.S. could occur as early as the
first half of 2024. In Europe, we anticipate review of the MAA by the European
Medicines Agency, or EMA, could take approximately 12 months and, if approved,
that commercial launch of imetelstat in lower risk MDS in Europe could occur as
early as the second half of 2024.

For IMpactMF, clinical site openings and patient screening and enrollment
continue. In October 2022, the first meeting of the Independent Data Monitoring
Committee for IMpactMF was held, and the committee recommended the trial
continue without modification. Under current planning assumptions, we expect the
trial to be fully enrolled in 2024. Based on assumptions for enrollment and
event (death) rates in the trial, we expect the interim analysis for overall
survival, or OS, for IMpactMF may occur in 2024 and the final analysis in 2025.
Because these analyses are event-driven and it is uncertain whether actual rates
for enrollment and events will reflect current planning assumptions, the results
may be available at different times than currently expected.

In addition to the ongoing Phase 3 clinical trials, we have several exploratory
clinical programs designed to investigate the potential use of imetelstat in
additional indications. In May 2022, the first clinical site opened for
enrollment in IMproveMF, a Phase 1 clinical trial of imetelstat in combination
with ruxolitinib in frontline Intermediate-2 or High-risk myelofibrosis, or
frontline MF, patients. We expect to present preliminary data from this trial by
the end of 2023. In collaboration with key opinion leaders with expertise in
acute myeloid leukemia, or AML, we plan to support a Phase 2 investigator-led
trial named IMpress to evaluate imetelstat as a single agent in AML and
Intermediate-2 or High-risk myelodysplastic syndromes, or higher risk MDS. We
expect this study to start in the fourth quarter of 2022. We also expect to
support another investigator-led trial named TELOMERE, which is a Phase 1/2

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study to evaluate imetelstat in combination with venetoclax or azacitidine in
relapsed/refractory AML. The planned start date for TELOMERE is pending IMpress
single-agent imetelstat data. We expect such data to help inform the dose and
schedule to be used in the two combination dosing regimens to be evaluated in
TELOMERE.

We also have a non-clinical research program in lymphoid malignancies that is
being conducted in collaboration with MD Anderson Cancer Center. Additionally,
we have an ongoing discovery research program to identify next generation small
molecule telomerase inhibitors, with a goal to identify a lead compound(s) in
2023.

Imetelstat has been granted Fast Track designations by the FDA for the treatment
of patients with transfusion-dependent anemia due to lower risk MDS, who do not
have a deletion 5q chromosomal abnormality, also known as non-del(5q), and who
are refractory or resistant to treatment with an erythropoiesis stimulating
agent, or ESA, and for the treatment of patients with myelofibrosis, or MF, who
have relapsed after or are refractory to treatment with a janus associated
kinase, or JAK, inhibitor, also known as relapsed/refractory MF. Imetelstat has
also been granted orphan drug designations by the FDA in the U.S. and by the
European Commission for the EMA in the EU for the treatment of myelodysplastic
syndromes, or MDS, and also for the treatment of MF. In October 2021, we gained
access to the Innovative Licensing and Access Pathway, or ILAP, in the United
Kingdom, or U.K., through the receipt of an Innovation Passport for imetelstat
to treat lower risk MDS.

Recent data from the IMerge Phase 2 clinical trial

In November 2022, we reported longer treatment and follow-up data of patients in
IMerge Phase 2, including the characteristics and clinical benefits for those
patients who experienced continued transfusion independence, or TI, for greater
than one year while treated with imetelstat.

                                                               Patients with TI
Baseline characteristic                                         >1 year (n=11)
IPSS category, n (%)
Low                                                                5 (45.5)
Intermediate-1 risk                                                6 (54.4)
MDS-RS, n (%)                                                     10 (90.9)
Prior RBC transfusion burden over 8 weeks prior to study       6.0 units (4-14)
treatment, median (range)
Prior ESA, n (%)                                                   11 (100)
?2 years since initial diagnosis, n (%)                           10 (90.9)
Normal karyotype, n (%)                                            7 (63.6)


Of the 38 lower risk MDS patients in IMerge Phase 2 who were non-del(5q) and
naïve to treatment with lenalidomide or hypomethylating agents, 29% (11/38) of
patients achieved >1-year sustained TI, representing 69% (11/16) of the
responders who achieved 8-week TI and 92% (11/12) of the responders who achieved
? 24-week TI.

These 11 patients were treated with imetelstat for a median duration of 126.1
weeks (range: 70.1-168.1) for a median of 27 cycles (range: 18-40). The median
duration of TI for these 11 patients was 92.4 weeks (95% confidence interval:
69.6, 92.4). After a median follow-up of 51.5 months, median progression-free
survival was 34.2 months (95% confidence interval: 25.1, 39.2), median overall
survival was 57.0 months (95% confidence interval: 29.4, not evaluable), and
none of the 11 patients progressed to AML.

Furthermore, 27 of the 38 patients were ring sideroblast positive, or RS+, and
of these, 37% (10/27) achieved TI for > 1 year. Of the 11 patients who achieved
>1-year sustained TI, nine had mutation data available; and 89% (8/11) had a
reduction in SF3B1 variant allele frequency, or VAF, and 56% (5/11) achieved
?50% VAF reduction. Reduction in VAF correlated with longer TI duration (median
TI >20 months) and shorter time to onset of TI (<10 weeks). Safety findings were
consistent with the overall population, and the most frequent adverse events
were reversible thrombocytopenia and neutropenia.

Financial overview

Since our inception, we have primarily financed our operations through the sale
of equity securities, interest income on our marketable securities and payments
we received under our collaborative and licensing arrangements. As of September
30, 2022, we had approximately $195.2 million in cash, cash equivalents,
restricted cash and marketable securities and a long-term principal debt balance
of $50.0 million.

In April 2022, we completed an underwritten public offering of 53,333,334 shares
of our common stock and a pre-funded warrant to purchase 18,095,238 shares of
our common stock, also known as the 2022 pre-funded warrant, together with
accompanying warrants to purchase 35,714,286 shares of our common stock, also
known as the 2022 stock purchase warrants. The combined public offering price of
the common stock and accompanying 2022 stock purchase warrants was $1.05 per
share. The combined public offering price of the 2022 pre-funded warrant and
accompanying 2022 stock purchase warrant was $1.049 per share. The net cash
proceeds from this offering were $69.9 million, after deducting the underwriting
discount and other offering expenses paid by us, and exclude any potential
future proceeds from the exercise of the 2022 pre-funded warrant and 2022 stock
purchase warrants. See Note 6

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equity in the Notes to the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information on the subscribed public offering made in April 2022.

In the third quarter of 2022, warrants to purchase 2,798,003 shares of Geron
common stock were exercised for net cash proceeds of approximately $3.6 million.
The warrants were issued in connection with an underwritten public offering of
common stock and a pre-funded warrant, together with accompanying stock purchase
warrants in May 2020.

In June 2022, we entered into a second amendment to the Loan Agreement with
Hercules and SVB. Under the second amendment, the aggregate principal amount
available to us increased from $75.0 million to $125.0 million. As of September
30, 2022, $75.0 million is available to be drawn in a series of tranches under
the Loan Agreement, subject to certain terms and conditions. See Note 4 on Debt
in Notes to Condensed Consolidated Financial Statements of this quarterly report
on Form 10-Q for additional information about the second amendment.

Substantially all of our revenues to date have been payments under collaboration
agreements, and milestones, royalties and other revenues from our licensing
arrangements. We currently have no source of product revenue. While we reported
a small profit for the year ended December 31, 2015 due to our recognition of
revenue in connection with the upfront payment under a former imetelstat
collaboration agreement, until 2015 we had never been profitable, and we have
not reported any profit since. We have incurred significant net losses since our
inception in 1990, resulting principally from costs incurred in connection with
our research and development activities and from general and administrative
costs associated with our operations. As of September 30, 2022, we had an
accumulated deficit of approximately $1.4 billion.

The significance of future losses, future revenues and any potential future
profitability will depend primarily on the clinical and commercial success of
imetelstat, our sole product candidate. Under current planning assumptions, we
believe our existing capital resources, potential future proceeds of up to
$120.7 million from the exercise of currently outstanding warrants and up to
$50.0 million in potential available drawdowns under the Loan Agreement that are
subject to our achievement of certain clinical and regulatory milestones and
satisfaction of certain capitalization and other requirements, would be
sufficient to fund our projected level of operations, which includes stage-gated
activities for potential U.S. commercial launch of imetelstat in lower risk MDS,
until the middle of 2024. Absent these potential future warrant proceeds and
availability of debt drawdowns, under current planning assumptions, we believe
our existing capital resources will be sufficient to fund our projected level of
operations, with stage-gated activities for potential U.S. commercial launch of
imetelstat in lower risk MDS contingent upon positive top-line results from the
IMerge Phase 3 trial, until the end of 2023. We will require substantial
additional funding to further advance the imetelstat program, including through
the completion of IMpactMF and IMproveMF and the planned investigator-led trials
in AML and higher risk MDS, as well as conducting the clinical, regulatory and
potential commercialization activities necessary to potentially bring imetelstat
to market in lower risk MDS and refractory MF. If approved for marketing by
regulatory authorities outside of the U.S., we may seek potential
commercialization partners for such territories. We do not expect imetelstat to
be commercially available for several years, if at all.

Note on the COVID-19 pandemic and the military conflict between Ukraine and Russia

The ongoing COVID-19 pandemic and the military conflict between Ukraine and
Russia are having widespread, rapidly-evolving, and unpredictable impacts on
global societies, economies, financial markets and business practices. For both
our Phase 3 clinical trials, IMerge and IMpactMF, we have limited ongoing
clinical trial activity in Ukraine and Russia, but we have experienced, and may
continue to experience, delays and suspensions in clinical trial activities at
clinical sites in Ukraine and Russia, including delays in clinical site
initiations, patient screening and enrollment, as well as constraints on
available sites and site personnel. With support from our international clinical
research organization, or CRO, we are monitoring the impact of the conflict on
our clinical trial activities. We do not anticipate the pandemic or the conflict
to affect our projected timing for top-line results in IMerge Phase 3 in early
January 2023. For a discussion regarding the effect of the ongoing COVID-19
pandemic and the military conflict between Ukraine and Russia on our business
and financial results, see the section entitled "Risk Factors" in Part II, Item
1A and Note 5 on Contingencies and Uncertainties - Risks Related to Global
Economic Conditions, COVID-19 and the Military Conflict Between Ukraine and
Russia in Notes to Condensed Consolidated Financial Statements of this quarterly
report on Form 10-Q.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no significant changes in our critical accounting policies and
estimates during the nine months ended September 30, 2022, as compared to the
critical accounting policies and estimates disclosed in our 2021 Form 10-K.

Our condensed consolidated financial statements have been prepared in accordance
with U.S. generally accepted accounting principles for interim financial
information. The preparation of these financial statements requires management
to make estimates and assumptions that affect the reported 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. Note 1 on Summary of Significant Accounting
Policies in Notes to Condensed Consolidated Financial Statements of this
quarterly report on Form 10-Q describes the significant accounting policies used
in the preparation of the condensed consolidated financial statements.

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Estimates and assumptions about future events and their effects cannot be
determined with certainty. We base our estimates on historical experience and on
various other assumptions believed to be applicable and reasonable under the
circumstances. These estimates may change as new events occur, as additional
information is obtained and as our operating environment changes. These changes
historically have been minor and have been included in the condensed
consolidated financial statements as soon as they became known. Based on a
critical assessment of our accounting policies and the underlying judgments and
uncertainties affecting the application of those policies, management believes
that our condensed consolidated financial statements are fairly stated in
accordance with accounting principles generally accepted in the United States,
and present a meaningful presentation of our financial condition and results of
operations.

RESULTS OF OPERATIONS

Our operating results have fluctuated from period to period and may continue to fluctuate in the future. The results of operations for any period may be unrelated to the results of operations for any other period. Accordingly, historical results should not be considered indicative of future operating results.

We are subject to risks common to companies in our industry and at our stage of
development, including, but not limited to, risks inherent in research and
development efforts, including the development, manufacture, regulatory approval
for and commercialization of, imetelstat; uncertainty of non-clinical and
clinical trial results or regulatory approvals or clearances; the future
development of imetelstat by us, including any future efficacy or safety results
that may cause the benefit-risk profile of imetelstat to become unacceptable;
the uncertain and unpredictable drug research and discovery process; overcoming
disruptions and/or delays due to the COVID-19 pandemic or geopolitical events,
such as the current military conflict between Ukraine and Russia; our need for
substantial additional capital; enforcement of our patent and proprietary
rights; reliance upon our CROs, contract manufacturing organizations, or CMOs,
consultants, licensees, investigators and other third parties; and potential
competition. In order for imetelstat to be commercialized, we must conduct
non-clinical tests and clinical trials to demonstrate the safety and efficacy of
imetelstat, obtain regulatory approvals or clearances and enter into
manufacturing, distribution and marketing arrangements, as well as obtain market
acceptance. We do not expect to receive revenue based on sales of imetelstat for
several years, if at all.

Revenues

We previously entered into license or collaboration agreements with companies
involved with oncology, diagnostics, research tools and biologics production,
whereby we granted certain rights to our imetelstat and non-imetelstat related
technologies. Under these agreements, non-refundable upfront fees and annual
license maintenance fees were considered fixed consideration, while milestone
payments and royalties were identified as variable consideration. As of June 30,
2021, no active license agreements for our imetelstat and non-imetelstat related
technologies remain. In connection with the divestiture of Geron's human
embryonic stem cell assets, including intellectual property and proprietary
technology, to Lineage Cell Therapeutics, Inc., or Lineage, (formerly BioTime,
Inc. which acquired Asterias Biotherapeutics, Inc.) in 2013, we are entitled to
receive royalties on sales from certain research or commercial products
utilizing Geron's divested intellectual property.

We recognized zero license fee revenues for the three months ended September 30,
2021, and $28,000 for the nine months ended September 30, 2021, related to a
previous license agreement for our non-imetelstat related technologies. No
license fee revenues were recognized for the three and nine months ended
September 30, 2022. We recognized royalty revenues of $297,000 and $493,000 for
the three and nine months ended September 30, 2022, respectively, compared to
$109,000 and $325,000 for the same periods in 2021. Royalty revenues in 2022 and
2021 primarily reflect estimated royalties from sales of cell-based research
products from our divested stem cell assets.

Future license fee and royalty revenues are dependent on additional agreements
being signed, if any, our current license agreement with Lineage being
maintained and the underlying patent rights for the license remaining active.
Historical revenues may not be predictive of future revenues. Absent any
retroactive royalty payments, such as the one-time payment received from Lineage
in the fourth quarter of 2021, we expect royalty revenues in 2022 to be
comparable to 2021 from sales of cell-based research products from our divested
stem cell assets.

Research and development costs

During the three and nine months ended September 30, 2022 and 2021, our
imetelstat program and our research discovery program related to potential next
generation telomerase inhibitors were the only research and development programs
we supported. For these research and development programs, we incur direct
external, personnel-related and other research and development costs. For the
three and nine months ended September 30, 2022 and 2021, direct external
expenses included costs for our CROs, consultants and other clinical-related
vendors, as well as expenses for contract manufacturing and quality activities.
Personnel-related expenses primarily consist of salaries and wages, stock-based
compensation, payroll taxes and benefits for our employees involved with ongoing
research and development efforts. Other research and development expenses
primarily consist of research-related overhead associated with allocated
expenses for rent and maintenance of facilities and other supplies.

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Research and development expenses for the three and nine months ended September 30, 2022 and 2021 were as follows:

                                             Three Months Ended September 30,           Nine Months Ended September 30,
(In thousands)                                  2022                  2021                2022                  2021
                                                                             (Unaudited)
Direct external expenses                   $        17,351       $        12,014     $        46,277       $        42,883
Personnel-related expenses                           5,748                 5,208              16,970                15,476
All other expenses                                   1,504                 1,305               4,061                 3,218

Total research and development expenditure $24,603 $18,527 $67,308 $61,577


The increase in research and development expenses for the three and nine months
ended September 30, 2022, compared to the same periods in 2021, primarily
reflects the net result of increased personnel-related expenses for additional
headcount and higher consulting costs related to preparation for top-line
results and regulatory submissions in lower risk MDS; partially offset by
decreased manufacturing costs due to the timing of imetelstat manufacturing
batches. We expect research and development expenses to increase in the future
as we support the current two Phase 3 clinical trials of imetelstat, IMerge and
IMpactMF, the IMproveMF trial and planned investigator-led trials in AML and
higher risk MDS. At this time, we cannot provide reliable estimates of how much
time or investment will be necessary to advance imetelstat toward
commercialization. For a more complete discussion of the risks and uncertainties
associated with the development of imetelstat, see the sub­sections entitled
"Risks Related to the Development of Imetelstat" and "Risks Related to
Regulatory Compliance Matters and Commercialization of Imetelstat" in Part II,
Item 1A entitled "Risk Factors" and elsewhere in this quarterly report on Form
10­Q.

General and administrative expenses

General and administrative expenses were $15.6 million and $29.8 million for the
three and nine months ended September 30, 2022, respectively, compared to $7.3
million and $21.8 million for the same periods in 2021. The increase in general
and administrative expenses for the three and nine months ended September 30,
2022, compared to the same periods in 2021, primarily reflects increased costs
for commercial preparatory activities of approximately $826,000 and $725,000
respectively; higher personnel-related expenses of approximately $1.2 million
and $2.2 million, respectively for additional headcount; and approximately $7.0
million recorded in the third quarter of 2022 for our portion of the potential
settlement in connection with the class action lawsuit. See Note 5 on
Contingencies and Uncertainties in Notes to Condensed Consolidated Financial
Statements of this quarterly report on Form 10-Q for additional information
about the settlement. We expect general and administrative expenses to increase
in the future as the imetelstat program matures and potential stage-gated
commercialization activities continue.

interest income

Interest income was $852,000 and $1.3 million for the three and nine months
ended September 30, 2022, respectively, compared to $112,000 and $421,000 for
the same periods in 2021. The increase in interest income for the three and nine
months ended September 30, 2022, compared to the same periods in 2021, primarily
reflects a larger marketable securities portfolio with the receipt of net cash
proceeds from the underwritten public offering completed in April 2022 and
higher yields from recent marketable securities purchases. Interest earned in
future periods will depend on the size of our marketable securities portfolio
and prevailing interest rates. See Note 6 on Stockholders' Equity in Notes to
Condensed Consolidated Financial Statements of this quarterly report on Form
10-Q for additional information about the underwritten public offering completed
in April 2022.

Interest Expense

Interest expense was $1.8 million and $4.9 million for the three and nine months
ended September 30, 2022, respectively, compared to $1.1 million and $2.6
million for the same periods in 2021. The increase in interest expense for the
three and nine months ended September 30, 2022, compared to the same periods in
2021, primarily reflects rising interest rates and an increased principal debt
balance under the Loan Agreement. Currently, we have $50.0 million in principal
debt outstanding. Interest expense reflects interest owed under the Loan
Agreement, as well as amortization of associated debt issuance costs and debt
discounts using the effective interest method and accrual for an end of term
charge. See Note 4 on Debt in Notes to Condensed Consolidated Financial
Statements of this quarterly report on Form 10-Q for additional information
about the Loan Agreement.

Other income and (expenses), net

Net other expense was $138,000 and $77,000 for the three months ended September
30, 2022 and 2021, respectively. Net other income was $916,000 and $1.1 million
for the nine months ended September 30, 2022 and 2021, respectively. In the
second quarter of 2022, we recognized other income of approximately $1.3 million
related to the reimbursement of certain legal expenses under our insurance
policies. During the first quarter of 2021, we sold our entire equity investment
in BARD1 Life Sciences Limited, a company listed on the Australian stock
exchange, resulting in a net realized gain of $1.2 million, including foreign
currency translation adjustments. Net other income and (expense) also includes
bank charges related to our cash operating accounts and marketable securities
portfolio.

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CASH AND CAPITAL RESOURCES

As of September 30, 2022, we had cash, restricted cash, cash equivalents, and
marketable securities of $195.2 million, compared to $212.7 million at December
31, 2021. The increase in cash, restricted cash, cash equivalents and marketable
securities during the nine months ended September 30, 2022 was primarily the net
result of the receipt of net cash proceeds of $69.9 million from our
underwritten public offering completed in April 2022, partially offset by cash
being used for operations.

On April 1, 2022, we completed an underwritten public offering of 53,333,334
shares of our common stock and a pre-funded warrant to purchase 18,095,238
shares of our common stock, also known as the 2022 pre-funded warrant, together
with accompanying warrants to purchase 35,714,286 shares of our common stock,
also known as the 2022 stock purchase warrants. The combined public offering
price of the common stock and accompanying 2022 stock purchase warrants was
$1.05 per share. The combined public offering price of the 2022 pre-funded
warrant and accompanying 2022 stock purchase warrant was $1.049 per share. The
net cash proceeds from this offering were $69.9 million, after deducting the
underwriting discount and other offering expenses paid by us, and exclude any
potential future proceeds from the exercise of the 2022 pre-funded warrant and
2022 stock purchase warrants. See Note 6 on Stockholders' Equity in Notes to
Condensed Consolidated Financial Statements of this quarterly report on Form
10-Q for additional information about the underwritten public offering completed
in April 2022.

In the third quarter of 2022, warrants to purchase 2,798,003 shares of Geron
common stock were exercised for net cash proceeds of approximately $3.6 million.
The warrants were issued in connection with an underwritten public offering of
common stock and a pre-funded warrant, together with accompanying stock purchase
warrants in May 2020.

As of September 30, 2022 and December 31, 2021 we had a long-term principal debt
balance of $50.0 million under the Loan Agreement with Hercules and SVB. In June
2022, we entered into a second amendment to the Loan Agreement with Hercules and
SVB. Under the second amendment, the aggregate principal amount available to us
increased from $75.0 million to $125.0 million. As of September 30, 2022, a
total of $75.0 million is available to be drawn in a series of tranches under
the Loan Agreement, subject to certain terms and conditions. Of this amount,
$50.0 million is available subject to our achievement of certain clinical and
regulatory milestones and satisfaction of certain capitalization and other
requirements, and the remaining $25.0 million is available subject to approval
by an investment committee comprised of Hercules and SVB. See Note 4 on Debt in
Notes to Condensed Consolidated Financial Statements of this quarterly report on
Form 10-Q for additional information on the second amendment.

We have an investment policy to invest our cash in liquid, investment grade
securities, such as interest-bearing money market funds, certificates of
deposit, U.S. Treasury securities, municipal securities, government and agency
securities, commercial paper and corporate notes. Our investment portfolio does
not contain securities with exposure to sub-prime mortgages, collateralized debt
obligations, asset-backed securities or auction rate securities and, to date, we
have not recognized any other-than-temporary impairment charges on our
marketable securities or any significant changes in aggregate fair value that
would impact our cash resources or liquidity. To date, we have not experienced
lack of access to our invested cash and cash equivalents; however, access to our
invested cash and cash equivalents may be impacted by adverse conditions in the
financial and credit markets.

On September 4, 2020, we entered into an At Market Issuance Sales Agreement, or
the 2020 Sales Agreement, with B. Riley Securities, Inc., or B. Riley
Securities, pursuant to which we may elect to issue and sell shares of our
common stock having an aggregate offering price of up to $100.0 million in such
quantities and on such minimum price terms as we set from time to time through
B. Riley Securities as our sales agent. We pay B. Riley Securities an aggregate
commission rate equal to up to 3.0% of the gross proceeds of the sales price per
share for common stock sold through B. Riley Securities under the 2020 Sales
Agreement. For the year ended December 31, 2021, we sold an aggregate of
10,571,556 shares of our common stock pursuant to the 2020 Sales Agreement,
resulting in net cash proceeds to us of approximately $20.4 million, after
deducting sales commissions and other offering expenses payable by us. We did
not sell any shares of our common stock pursuant to the 2020 Sales Agreement
during the nine months ended September 30, 2022. Approximately $79.1 million of
our common stock remained available for issuance under the 2020 Sales Agreement
as of September 30, 2022. The 2020 Sales Agreement will expire upon the earlier
of: (a) the sale of all common stock subject to the 2020 Sales Agreement, or (b)
September 4, 2023.

Financing Strategy

We may, from time to time, consider additional funding through a combination of
new collaborative arrangements, strategic alliances, and additional equity and
debt financings or from other sources. We will continue to manage our capital
structure and consider all financing opportunities, whenever they may occur,
that could strengthen our long-term liquidity profile. Any such capital
transactions may or may not be similar to transactions in which we have engaged
in the past. There can be no assurance that any such financing opportunities
will be available on acceptable terms, if at all.

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Future funding needs

Under current planning assumptions, we believe our existing capital resources,
including the potential future proceeds of up to $120.7 million from the
exercise of currently outstanding warrants and potential drawdowns of up to
$50.0 million under the Loan Agreement that are subject to our achievement of
certain clinical and regulatory milestones and satisfaction of certain
capitalization and other requirements, would be sufficient to fund our projected
level of operations, which includes stage-gated activities for potential U.S.
commercial launch of imetelstat in lower risk MDS, until the middle of 2024.
Absent these potential warrant proceeds and availability of debt drawdowns under
the Loan Agreement, under current planning assumptions, we believe our existing
capital resources will be sufficient to fund our projected level of operations,
which includes stage-gated activities for potential U.S. commercial launch of
imetelstat in lower risk MDS contingent upon positive top-line results from the
IMerge Phase 3 trial, until the end of 2023. Importantly, our ability to raise
additional capital to fund our operations after the end of 2023 will be
substantially dependent on the top-line results from IMerge Phase 3. If the
top-line results from IMerge Phase 3 are negative, inconclusive or otherwise do
not meet the expectations of investors, analysts and our lenders, our ability to
raise additional capital to fund our operations after the end of 2023 will be
substantially impaired, which might cause us to cease operations. In any event,
we will require substantial additional funding to further advance the imetelstat
program, including through the completion of IMpactMF and IMproveMF and the
planned investigator-led trials in AML and higher risk MDS, as well as
conducting the clinical, regulatory and potential commercialization activities
necessary to potentially bring imetelstat to market in lower risk MDS and
refractory MF. In addition, our ability to commercialize imetelstat in the U.S.,
if regulatory approval is granted, depends on us being able to establish sales
and marketing capabilities.

Because the outcome of any clinical activities and/or regulatory approval
process is highly uncertain, we cannot reasonably estimate whether any
development activities we may undertake will succeed, and we may never recoup
our investment in any imetelstat development, which would adversely affect our
financial condition and our business and business prospects, and might cause us
to cease operations. In addition, our plans and timing expectations will be
further delayed or interrupted if COVID-19 or pandemic conditions worsen,
creating further limitations on our clinical trial activities, or could be
disrupted by civil or political unrest (such as the current military conflict
between Ukraine and Russia). Further, our future capital requirements are
difficult to forecast and will depend on many factors, including:

the accuracy of assumptions underlying our estimates of our capital requirements;

the scope, progress, timing, scale and costs of clinical development, manufacturing and potential commercialization of imetelstat, including the number of indications pursued, subject to FDA clearances and approvals and similar regulatory authorities in other countries;

the scope, progress, duration, results and costs of current clinical trials,
including IMerge Phase 3, IMpactMF and IMproveMF, and potential future clinical
trials of imetelstat, such as the planned investigator-led clinical trials in
AML and higher risk MDS, as well as non-clinical studies and assessments of
imetelstat;

delays or disruptions in opening sites, screening and enrolling patients or
treating and following patients, in IMpactMF and IMproveMF or any potential
future clinical trials of imetelstat, such as the planned investigator-led
clinical trials in AML and higher risk MDS, whether as a result of the effects
of the COVID-19 pandemic, the effects of the current military conflict between
Ukraine and Russia or for any other reasons;

the costs, timing and outcomes of regulatory reviews or other regulatory actions
related to imetelstat, such as obtaining and maintaining regulatory clearances
and approvals for IMerge Phase 3 and IMpactMF in the U.S. and in other
countries;

costs of preparing, filing and prosecuting patent applications and maintaining, enforcing and defending intellectual property claims;

imetelstat’s manufacturing costs, including our ability to achieve a significant reduction in manufacturing costs;

the costs of multiple third-party vendors and service providers, including our
CROs and third-party manufacturers, to pursue the development, manufacturing and
potential commercialization of imetelstat;

our ability to establish, enforce and maintain collaborative or other strategic
arrangements for research, development, clinical testing and manufacturing of
imetelstat and potential future commercialization and marketing;

our efforts to enhance operational, financial and management processes and
systems that will be required for future development and commercialization of
imetelstat, and our ability to successfully recruit and retain additional key
personnel to support the development and potential future commercialization of
imetelstat;

our ability to successfully market and sell imetelstat, if imetelstat receives
future regulatory approval or clearance, in the U.S. and other countries, and
the associated costs;

the costs and time needed to build a sales force in the WE and potentially other countries to market and sell imetelstat, if it receives regulatory approval;

the selling price of imetelstat, if applicable;

the availability of adequate third-party coverage and reimbursement for imetelstat;

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expenses associated with pending securities class actions and derivative actions, as well as any other potential litigation;

the extent and scope of our general and administrative expenses, including expenses associated with potential future litigation;

our level of indebtedness and related debt service obligations;

the costs of maintaining and operating facilities in California and New Jersey,
telecommunications and administrative oversight, as well as higher expenses for
travel;

broader economic conditions, including inflation, rising interest rates and the
prospects for recession, that may reduce our ability to access debt capital or
financing on preferable terms, which may adversely affect future capital
requirements and forecasts; and

the costs to enable our staff to work remotely, including the provision of supplies, equipment and technology necessary for them to carry out their responsibilities.

Until we can generate a sufficient amount of revenue from imetelstat to finance
our cash requirements, which we may never achieve, we expect to finance future
cash needs through a combination of public or private equity offerings, debt
financings, collaborations, strategic alliances, licensing arrangements and
other marketing and distribution arrangements, which may not be possible.
Availability of such financing sources may be negatively impacted with any
further delays in reporting results from IMerge Phase 3 or IMpactMF.

Additional financing through public or private debt or equity financings,
including pursuant to the 2020 Sales Agreement with B. Riley Securities, the
remaining tranches of up to $75.0 million available under the Loan Agreement,
subject to the achievement of certain clinical and regulatory milestones and
satisfaction of certain capitalization and other requirements, including
approval by an investment committee comprised of Hercules and SVB, capital lease
transactions or other financing sources may not be available on acceptable
terms, or at all. We may be unable to raise equity capital, or may be forced to
do so at a stock price or on other terms that could result in substantial
dilution of ownership for our stockholders. The receptivity of the public and
private debt and equity markets to proposed financings has been substantially
affected by uncertainty in the general economic, market and political climate
caused by the effects of the COVID-19 pandemic, the current military conflict
between Ukraine and Russia and general economic conditions, and may in the
future be affected by other factors which are unpredictable and over which we
have no control. In this regard, the effects of the COVID-19 pandemic have
increased market volatility and could result in a significant long-term
disruption of global financial markets, which could reduce or eliminate our
ability to raise additional funds through financings, and could negatively
impact the terms upon which we may raise those funds. Similarly, political and
civil unrest, such as the current military conflict between Ukraine and Russia
and the related significant sanctions imposed against Russia, has created
extreme volatility and disruption in the capital markets and is expected to have
further global economic consequences. If the equity and credit markets
deteriorate, including as a result of a resurgence of COVID-19, the current
military conflict between Ukraine and Russia or other political unrest or war,
including the possibility of expanded regional or global conflict, it may make
any necessary debt or equity financing more difficult to obtain in a timely
manner or on favorable terms, more costly or more dilutive. If we are unable to
raise additional capital or establish alternative collaborative arrangements
with third-party collaborative partners for imetelstat, the development of
imetelstat may be further delayed, altered or abandoned, which might cause us to
cease operations.

In addition, we may seek additional capital due to market conditions or
strategic considerations even if we believe we have sufficient funds for our
current or future operating plans. Due to uncertainty in the general economic,
market and political climate, we may determine that it is necessary or
appropriate to raise additional funds proactively to meet longer-term
anticipated operating plans. To the extent that we raise additional capital
through the sale of equity or convertible debt securities, including pursuant to
the 2020 Sales Agreement, your ownership interest as a stockholder may be
diluted, and the terms may include liquidation or other preferences that
materially and adversely affect your rights as a stockholder. In addition, we
have borrowed, and in the future may borrow, additional capital from
institutional and commercial banking sources to fund imetelstat development and
our future growth, including pursuant to our Loan Agreement or potentially
pursuant to new arrangements with different lenders. We may borrow funds on
terms under agreements, such as the Loan Agreement, that include restrictive
covenants, including covenants limiting or restricting our ability to take
specific actions, such as incurring additional debt, making capital expenditures
or declaring dividends. Moreover, if we raise additional funds through alliance,
collaborative or licensing arrangements with third parties, we may have to
relinquish valuable rights to imetelstat or our technologies or grant licenses
on terms that are not favorable to us.

We cannot assure you that our existing capital resources, future interest
income, and potential future sales of our common stock, including under the 2020
Sales Agreement with B. Riley Securities or potential future drawdowns, if
available, of the remaining up to $75.0 million under the Loan Agreement, will
be sufficient to fund our operating plans. In this regard, under the Loan
Agreement, our ability to draw down any funds is subject to our achievement of
certain clinical and regulatory milestones and satisfaction of certain
capitalization requirements and other conditions, including approval by an
investment committee comprised of Hercules and SVB. Without such approval, we
will not be eligible to draw down any funds under the final $25.0 million
tranche of the Loan Agreement, and we will need to obtain additional or
alternative financing to advance our development of imetelstat.

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In any event, we will require substantial additional funding to further advance
the imetelstat program, including through the completion of IMpactMF and
IMproveMF and the planned investigator-led trials in AML and higher risk MDS, as
well as conducting the clinical, regulatory and potential commercialization
activities necessary to potentially bring imetelstat to market in lower risk MDS
and refractory MF, and our need for additional funds may arise sooner than
planned. If adequate funds are not available on a timely basis, if at all, we
may be unable to pursue further development, including completing IMpactMF and
IMproveMF, or commencing, conducting or completing potential future clinical
trials of imetelstat, such as the planned investigator-led clinical trials in
AML and higher risk MDS, or pursuing potential commercialization of imetelstat,
which would severely harm our business and we might cease operations.

Cash flow from operating activities

Net cash used in operations for the nine months ended September 30, 2022 and
2021 was $92.2 million and $73.4 million, respectively. The increase in net cash
used in operations for the nine months ended September 30, 2022, compared to the
same period in 2021, primarily reflects higher payments for research and
development expenses in connection with supporting the current Phase 3 clinical
trials, IMerge and IMpactMF, and increases in headcount.

Cash flow from investing activities

Net cash provided by investing activities for the nine months ended September
30, 2022 and 2021 was $43.1 million and $63.6 million, respectively. The
decrease in net cash provided by investing activities for the nine months ended
September 30, 2022, compared to the same period in 2021, primarily reflects a
higher rate of purchases than maturities of marketable securities in 2022 from
the investment of net cash proceeds received from the underwritten public
offering completed in April 2022.

Cash flow from financing activities

Net cash provided by financing activities for the nine months ended September
30, 2022 and 2021 was $75.3 million and $28.9 million, respectively. Financing
activities in 2022 primarily reflect the receipt of net cash proceeds from the
underwritten public offering completed in April 2022 and proceeds from the
exercise of currently outstanding warrants. Financing activities in 2021
primarily reflect the receipt of net cash proceeds from the sales of our common
stock under the 2020 Sales Agreement with B. Riley Securities and a $10.0
million draw down under the Loan Agreement with Hercules and SVB.

Contractual obligations

We have entered into arrangements that contractually obligate us to make
payments that will affect our liquidity and cash flows in future periods. Our
contractual obligations primarily consist of our current and noncurrent debt
obligations under the Loan Agreement with Hercules and SVB, as described above
and in Note 4 on Debt in Notes to Condensed Consolidated Financial Statements of
this quarterly report on Form 10-Q, and obligations under non-cancellable
operating leases. The aggregate amount of our future operating lease payments
was reported in our 2021 Form 10-K and there have been no changes to the
contractual terms of our operating leases during the nine months ended September
30, 2022.

In the normal course of business, we enter into agreements with CROs for
clinical trials and third-party manufacturers for clinical 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 cancelable 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.

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