GERON CORPGERN
GERON CORP Commitments Disclosure
COMMITMENTS AND CONTINGENCIES
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 cases into one consolidated action captioned In re Geron
Corporation Securities Litigation, or the Securities Class Action, and appointed lead plaintiffs and counsel for lead
plaintiffs. On August 8, 2025, lead plaintiffs filed a consolidated amended complaint. On October 7, 2025, we filed our
motion to dismiss the consolidated amended complaint. A hearing on the motion to dismiss is scheduled for March 19,
2026.
On April 15, 2025 and April 16, 2025, three purported stockholders filed derivative complaints, each in the
United States District Court for the Northern District of California, captioned Bishop v. Scarlett, et al., No. 3:25-cv-03356,
Lerner v. Scarlett, et al., No. 3:25-cv-03401, and Willis v. Scarlett, et al., No: 3:25-cv-03396, respectively. The three
derivative lawsuits name certain of our current and former directors and officers and allege that they breached their
fiduciary duties and violated federal securities laws by issuing allegedly false and misleading statements concerning the
commercial potential of RYTELO. The allegations in each of the three derivative complaints are substantially similar to the
two aforementioned securities class action lawsuits, which these lawsuits are premised on. Each of the three plaintiffs seek
damages and interest, and an award of reasonable costs, including attorneys' and experts' fees. The plaintiffs in Bishop v.
Scarlett, et al. and Willis v. Scarlett, et al. also seek punitive damages. On May 16, 2025, the Court consolidated the three
derivative complaints into one consolidated action captioned In re Geron Corporation Derivative Litigation, or the
Consolidated Derivative Action. On June 17, 2025, the Court stayed the Consolidated Derivative Action pending a final
ruling on the anticipated motion to dismiss in the Securities Class Action.
On August 29, 2025, a purported stockholder made a demand on our board of directors to commence a civil
action against certain of our current and former directors for breaching their fiduciary duties and violating the securities
laws by issuing allegedly false and misleading statements concerning the commercial potential of RYTELO. On
September 19, 2025, the board of directors responded that it would defer a final decision on the demand given the other
pending derivative lawsuits and the Securities Class Action. On October 7, 2025, the purported stockholder filed a suit in
the United States District Court for the Northern District of California, captioned Jae Hyung v. Bir, et al., No. 3:25-
cv-08575. The derivative lawsuit names certain of our current and former directors and officers. The allegations in the
derivative lawsuit are substantially similar to the Securities Class Action and the aforementioned derivative lawsuits. The
plaintiffs seek damages and an award of reasonable costs, including attorneys’ and experts’ fees. On January 23 and
February 19, 2026, respectively, two additional purported stockholders each made a similar demand on our board of
directors.
It is possible that additional lawsuits will be filed or allegations made by stockholders with respect to these
same or other matters and also naming us and/or our officers and directors as defendants. We intend to vigorously defend
against the claims brought by the plaintiffs in these matters.
Such lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend
upon many unknown factors. The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain.
We could be forced to expend significant resources and may incur substantial legal fees and costs in defending against the
pending lawsuits and any other related lawsuits, and we may not prevail. Monitoring, initiating and defending against legal
actions is time-consuming for our management, is likely to be expensive, and may detract from our ability to fully focus
our internal resources on our business activities. Additionally, we may not be successful in having any such lawsuits
dismissed or settled within the limits of our insurance coverage. Given the early stage of these lawsuits and the inherent
uncertainly of litigation, we cannot predict how long it may take to resolve the pending lawsuits or the potential outcome or
possible amount of any damages. As such, we currently are unable to reasonably estimate the possible losses or a range of
possible losses that may result from these matters, if any. Expenses associated with the pending lawsuits and any potential
related lawsuits could be material to our consolidated financial statements if we do not prevail in the defense of such
lawsuits, or even if we do prevail.
Indemnifications to Officers and Directors
Our corporate bylaws require that we indemnify our directors, as well as those who act as directors and
officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceedings arising out of their services to Geron. In addition, we have entered
into separate indemnification agreements with each of our directors and officers which provide for indemnification of these
directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are
more fully described in our bylaws and the indemnification agreements. We purchase standard insurance to cover claims or
a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our
bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future
claims, the overall maximum amount of the obligations cannot be reasonably estimated.
Severance Plan
We have adopted two severance plans that apply to all of our employees who are not subject to
performance improvement plans, one plan covering employees above the Senior Vice President level, i.e., executives, and
all other employees hired on or before December 31, 2021,, and the other plan covering all non-executive employees hired
on or after January 1, 2022. The severance plans provide for, among other benefits: (i) a severance payment upon a Change
of Control Triggering Event and Separation from Service and (ii) a severance payment for each non‑executive employee
upon a Non‑Change of Control Triggering Event and Separation from Service. As defined in the severance plans, a Change
of Control Triggering Event and Separation from Service requires a “double trigger” where: (i) an employee is terminated
by us without cause in connection with a change of control or within 12 months following a change of control provided,
however, that if an employee is terminated by us in connection with a change of control but immediately accepts
employment with our successor or acquirer, the employee will not be eligible for the benefits outlined in the plans, (ii) an
employee resigns because in connection with a change of control, the offered terms of employment (new or continuing) by
us or our successor or acquirer within 30 days after the change of control results in a material change in the terms of
employment, or (iii) after accepting (or continuing) employment with us after a change of control, an employee resigns
within 12 months following a change of control due to a material change in the terms of employment. Under the severance
plans, a Non‑Change of Control Triggering Event and Separation from Service is defined as an event where an employee is
terminated by us without cause. Severance payments range from to 18 months of base salary in connection with a
Change of Control Triggering Event or from six weeks to 12 months of base salary in connection with a Non-Change of
Control Triggering Event, as well as a pro-rata portion of the employee’s annual target bonus, depending on the
employee’s position with us, payable in a lump sum payment, and monthly COBRA payments for the severance period.
The severance plans also provide that they shall not supersede the provisions of any individual employment agreements
entered into between us and our employees, and that the employees with such agreements will be entitled to whichever
benefits are greater under the severance plan or their employment agreement. A copy of the severance plan covering our
executive officers is filed as an exhibit to this Report. As of December 31, 2025, all our executive officers have
employment agreements with severance provisions and will receive the greater severance benefits of their agreements or
those in the severance plan applicable to them.
In December 2025, we implemented a workforce reduction, representing approximately one-third of our
workforce prior to the reduction in headcount. See Note 16 on Restructuring for additional information.
Purchase Commitments
We have engaged third‑party contract manufacturers to manufacture and supply additional quantities of
RYTELO that meet applicable regulatory standards for current and potential future clinical trials and commercial uses.
Related to those contract manufacturing agreements, we have binding commercial purchase commitments of approximately
$16.7 million that can be cancelled, but would incur cancellation penalties, and approximately $43.3 million in agreed upon
manufacturing commitments that can be adjusted based on commercial demand of RYTELO. We expect to utilize all
related commercial purchase commitments.
In the normal course of business, we enter into agreements with CROs for clinical trials for clinical and
commercial 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 cancellable 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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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2022 | Mar 16, 2023 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.