STOCKHOLDERS' EQUITY	9 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	6. STOCKHOLDERS’ EQUITY Public Offering On January 10, 2023 we completed the January 2023 offering consisting of 68,007,741 shares of our common stock and the 2023 pre-funded warrant. All of the securities were issued separately. The public offering price of the common stock was $2.45 per share. The public offering price of the 2023 pre-funded warrant was $2.449 per share. The 2023 pre-funded warrant has an exercise price of $0.001 per share and may be exercised at any time until the 2023 pre-funded warrant is exercised in full. As of September 30, 2023, none of the 2023 pre-funded warrant has been exercised. The net cash proceeds from this offering were $213,337,000, after deducting the underwriting discount and other offering expenses paid by us, and exclude any future proceeds from the exercise of the 2023 pre-funded warrant. Upon the issuance of the 2023 pre-funded warrant, we evaluated the terms of each warrant to determine the appropriate accounting and classification pursuant to FASB Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity, and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging. Warrants are classified as liabilities when the warrant terms allow settlement of the warrant exercise in cash and classified as equity when the warrant terms only allow settlement in shares of common stock. The terms of the 2023 pre-funded warrant include certain provisions related to fundamental transactions and a cashless exercise provision in the event registered shares are not available, and do not include any mandatory redemption provisions. Based on our evaluation, we concluded the 2023 pre-funded warrant should be classified as equity with no subsequent remeasurement as long as such warrant continue to be classified as equity. Warrant Exercises In the first quarter of 2023, warrants to purchase 44,983,194 shares of Geron common stock were exercised for net cash proceeds of approximately $59,835,000. In the second quarter of 2023, warrants to purchase 12,842,857 shares of Geron common stock were exercised for net cash proceeds of approximately $17,767,000. In the third quarter of 2023, warrants to purchase 19,523,808 shares of Geron common stock were exercised for net cash and receivables of approximately $28,309,522. The warrants were issued in connection with underwritten public offerings of common stock and pre-funded warrants, together with accompanying stock purchase warrants in May 2020 and April 2022. As of September 30, 2023, the following warrants remained outstanding: • pre-funded warrants with an exercise price of $0.001 per share to purchase 51,430,477 shares of our common stock; and • stock purchase warrants with an exercise price of $1.30 per share to purchase 2,474,503 shares of our common stock related to the public offering of our common stock in May 2020. 2023 At Market Issuance Sales Agreement On November 1, 2023, we entered into an At Market Issuance Sales Agreement, or the 2023 Sales Agreement with B. Riley Securities, Inc., or B. Riley Securities, pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $100 million from time to time through B. Riley Securities as the sales agent. The issuance and sale of common stock under the 2023 Sales Agreement will be pursuant our effective shelf registration statement on Form S-3 filed with the United States Securities and Exchange Commission, or the SEC, on January 4, 2023. B. Riley Securities may sell the common stock by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Subject to the terms and conditions of the 2023 Sales Agreement, B. Riley Securities will use commercially reasonable efforts consistent with its normal trading and sales practices to sell our common stock from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we impose). We are not obligated to make any sales of common stock under the 2023 Sales Agreement. We will 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 2023 Sales Agreement. We have also provided B. Riley Securities with customary indemnification rights. Unless earlier terminated as provided below, the 2023 Sales Agreement will automatically terminate upon earlier of (i) the sale of all common stock subject to the 2023 Sales Agreement or (ii) termination of the 2023 Sales Agreement in accordance with its terms.

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

6. STOCKHOLDERS’ EQUITY

Public Offering

On January 10, 2023 we completed the January 2023 offering consisting of 68,007,741 shares of our common stock and the 2023 pre-funded warrant. All of the securities were issued separately. The public offering price of the common stock was $2.45 per share. The public offering price of the 2023 pre-funded warrant was $2.449 per share. The 2023 pre-funded warrant has an exercise price of $0.001 per share and may be exercised at any time until the 2023 pre-funded warrant is exercised in full. As of September 30, 2023, none of the 2023 pre-funded warrant has been exercised. The net cash proceeds from this offering were $213,337,000, after deducting the underwriting discount and other offering expenses paid by us, and exclude any future proceeds from the exercise of the 2023 pre-funded warrant.

Upon the issuance of the 2023 pre-funded warrant, we evaluated the terms of each warrant to determine the appropriate accounting and classification pursuant to FASB Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity, and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging. Warrants are classified as liabilities when the warrant terms allow settlement of the warrant exercise in cash and classified as equity when the warrant terms only allow settlement in shares of common stock. The terms of the 2023 pre-funded warrant include certain provisions related to fundamental transactions and a cashless exercise provision in the event registered shares are not available, and do not include any mandatory redemption provisions. Based on our evaluation, we concluded the 2023 pre-funded warrant should be classified as equity with no subsequent remeasurement as long as such warrant continue to be classified as equity.

Warrant Exercises

In the first quarter of 2023, warrants to purchase 44,983,194 shares of Geron common stock were exercised for net cash proceeds of approximately $59,835,000. In the second quarter of 2023, warrants to purchase 12,842,857 shares of Geron common stock were exercised for net cash proceeds of approximately $17,767,000. In the third quarter of 2023, warrants to purchase 19,523,808 shares of Geron common stock were exercised for net cash and receivables of approximately $28,309,522. The warrants were issued in connection with underwritten public offerings of common stock and pre-funded warrants, together with accompanying stock purchase warrants in May 2020 and April 2022. As of September 30, 2023, the following warrants remained outstanding:

•

pre-funded warrants with an exercise price of $0.001 per share to purchase 51,430,477 shares of our common stock; and

•

stock purchase warrants with an exercise price of $1.30 per share to purchase 2,474,503 shares of our common stock related to the public offering of our common stock in May 2020.

2023 At Market Issuance Sales Agreement

On November 1, 2023, we entered into an At Market Issuance Sales Agreement, or the 2023 Sales Agreement with B. Riley Securities, Inc., or B. Riley Securities, pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $100 million from time to time through B. Riley Securities as the sales agent.

The issuance and sale of common stock under the 2023 Sales Agreement will be pursuant our effective shelf registration

statement on Form S-3 filed with the United States Securities and Exchange Commission, or the SEC, on January 4, 2023.

B. Riley Securities may sell the common stock by any method that is deemed an “at the market offering” as defined in Rule 415

promulgated under the Securities Act of 1933, as amended. Subject to the terms and conditions of the 2023 Sales Agreement, B. Riley

Securities will use commercially reasonable efforts consistent with its normal trading and sales practices to sell our common stock

from time to time, based upon our instructions (including any price, time or size limits or other customary parameters or conditions we

impose). We are not obligated to make any sales of common stock under the 2023 Sales Agreement.

We will 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 2023 Sales Agreement. We have also provided B. Riley Securities

with customary indemnification rights.

Unless earlier terminated as provided below, the 2023 Sales Agreement will automatically terminate upon earlier of (i) the sale

of all common stock subject to the 2023 Sales Agreement or (ii) termination of the 2023 Sales Agreement in accordance with its terms.