GERON CORP (GERN)

ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Report 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 this Report 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 Report. 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, titled “Risk Factors,” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Report.

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 Report; and the sections titled “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, 2025 as filed with the SEC on March 2, 2026, or the 2025 Form 10-K.

Company Overview

Summary

We are a commercial-stage biopharmaceutical company aiming to change lives by changing the course of blood cancer. Our first-in-class telomerase inhibitor, RYTELO® (imetelstat), harnesses Nobel Prize-winning science in a treatment that scientific evidence suggests reduces proliferation of malignant cells, allowing production of new healthy cells, which we believe drives differentiated clinical benefits, potentially altering the underlying course and modifying the disease of these hematologic malignancies.

We commercially launched RYTELO in the U.S. in June 2024 following its approval by the U.S. Food and Drug Administration, or FDA, on June 6, 2024 for the treatment of adult patients with low- to intermediate-1 risk myelodysplastic syndromes, or lower-risk MDS, with transfusion-dependent, or TD, anemia requiring four or more red blood cell units over eight weeks who have not responded to, or have lost response to, or are ineligible for, erythropoiesis-stimulating agents, or ESAs. Lower-risk MDS is a progressive blood cancer with high unmet need, where many patients with anemia become dependent on red blood cell transfusions, which can be associated with clinical consequences and decreased quality of life. We believe that the high unmet need in lower-risk MDS and significant product differentiation, including observed benefit, of RYTELO in difficult-to-treat sub-populations such as patients with high transfusion burden and ring sideroblast negative, or RS- patients, as well as the favorable FDA label and the National Comprehensive Cancer Network, or NCCN®, Clinical Practice Guidelines in Oncology, or NCCN Guidelines®, position RYTELO to potentially compete for significant market segments in lower-risk MDS, including second-line ESA ineligible patients regardless of prior treatment or RS status and first-line ESA ineligible patients.

In March 2025, we were granted marketing authorization by the European Commission, or EC, for RYTELO as a monotherapy for the treatment of adult patients with TD anemia due to very low, low or intermediate risk myelodysplastic syndromes without an isolated deletion 5q cytogenetic, or non-del 5q, abnormality and who had an unsatisfactory response to or are ineligible for erythropoietin-based therapy. We are preparing for the planned commercialization of RYTELO in select EU markets in 2026. At this time, we are working with experienced third parties for the commercialization and marketing of RYTELO in the EU, including on critical path activities for the planned launch of RYTELO in the EU, such as reimbursement, Health Technology Assessment, or HTA, submissions, market access and distribution. To enable paid access to patients outside the U.S. through approved Named Patient Programs, or NPPs, in 2025, we partnered with Tanner Pharma, a distributor with broad global reach to support patient access. To date, product revenue pursuant to NPPs have been minimal.

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In addition to lower-risk MDS, we are developing imetelstat for the treatment of other myeloid hematologic malignancies. Our Phase 3 IMpactMF clinical trial is evaluating imetelstat in patients with intermediate-2 or high-risk myelofibrosis, or MF, who have relapsed after or are refractory to treatment with a janus associate kinase inhibitor, or JAK inhibitor, or relapsed/refractory MF with overall survival, or OS, as the primary endpoint. As of September 2025, the trial was fully enrolled. Based on our current planning assumptions for event (death) rates in the trial, we expect the interim analysis for OS in IMpactMF may occur in the second half of 2026 and the final analysis may occur in the second half of 2028.

We believe that telomerase inhibition with imetelstat represents a novel mechanism of action with unique benefits in hematologic malignancies and potentially in other tumor types.

Financial Overview

Since our inception, we have primarily financed our operations through the sale of equity securities, draw downs on our debt facilities, cash generated from sales of RYTELO, interest income on our marketable securities, payments we received under the Royalty Pharma Agreement and our prior collaborative and licensing arrangements. As of March 31, 2026, we had approximately $341.0 million in cash, cash equivalents, restricted cash and marketable securities.

We began commercializing RYTELO in June 2024, and the commercial potential of and our ability to successfully commercialize RYTELO remains unproven. Our success in commercializing RYTELO will require, among other things, effective sales, marketing, manufacturing, distribution, information systems and pricing strategies, as well as compliance with applicable laws and regulations. Prior to our commercialization of RYTELO, substantially all of our revenues were generated from payments under prior collaboration agreements, and milestones, royalties and other revenues from our licensing arrangements. We reported a small profit for the year ended December 31, 2015, 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 March 31, 2026, we had an accumulated deficit of approximately $1.9 billion.

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, 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 $125.0 million Tranche A Loan, which was funded on November 1, 2024; (ii) a $75.0 million Tranche B Loan, which is available subject to certain limited conditions, at our option; and (iii) a $50.0 million Tranche C Loan, which is available to us upon reaching a specified trailing twelve-month RYTELO revenue milestone, and together with the Tranche A Loan and the Tranche B Loan, collectively, the Term Loans. On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July 30, 2026. The amendment also extended the date before which any Term Loan prepayment is subject to a make‑whole premium, or the Makewhole Date, from November 1, 2026 to May 1, 2027. See Note 7 on Debt in Notes to Condensed Consolidated Financial Statements of this Report for additional information on the Pharmakon Loan Agreement.

On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma. Pursuant to the Royalty Pharma Agreement, we received an upfront payment of $125.0 million, or the Purchase Price, in exchange for which Royalty Pharma obtained the right to receive tiered royalty payments with respect to annual U.S. net sales, or Annual Net Sales, of RYTELO beginning on July 1, 2024, ranging from: (i) 7.75% of Annual Net Sales up to $500.0 million; (ii) 3.0% of Annual Net Sales in excess of $500.0 million but less than or equal to $1.0 billion; and (iii) 1.0% in respect of Annual Net Sales in excess of $1.0 billion, or the Royalty Payments. The Royalty Payments to Royalty Pharma are capped, such that they will cease upon reaching a multiple of 1.65 times the Purchase Price if Royalty Pharma receives Royalty Payments in that amount in respect of net sales occurring on or before June 30, 2031, or upon reaching a multiple of 2.0 times the Purchase Price thereafter. Our Royalty Payment obligations under the Royalty Pharma Agreement may be discharged in connection with a change of control of Geron in an amount equal to 1.65 times the Purchase Price minus the aggregate Royalty Payments received by Royalty Pharma as of the date of the closing of the change of control, if the closing of the change of control occurs on or prior to December 31, 2027, or in an amount equal to 2.0 times the Purchase Price minus the aggregate Royalty Payments received by Royalty Pharma as of the date of the closing of the change of control, if the closing of the change of control occurs after December 31, 2027. There are no other royalties payable on RYTELO, which was developed internally and is exclusively owned by Geron.

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In December 2025, we implemented a workforce reduction, representing approximately one-third of our workforce prior to the reduction in headcount. We recorded approximately $17.0 million in restructuring and restructuring-related charges in the fourth quarter of 2025, primarily consisting of one-time employee severance payments, healthcare and related benefits, and other employee-related costs. The workforce reduction was substantially completed in the first quarter of 2026. If we are unable to realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial condition could be adversely affected.

The significance of future losses, future revenues and any potential future profitability will depend primarily on the clinical and commercial success of RYTELO, our sole product. In this regard, our ability to generate meaningful revenue from product sales and achieve profitability is wholly dependent on our ability to successfully commercialize RYTELO in the U.S. for lower-risk MDS or to expand its indications of use. We have seen and may continue to see variability in RYTELO sales trends.

Our commercial strategy is designed to ensure that RYTELO reaches eligible patients when they are most likely to benefit. Our commercial execution is focused on targeted engagement with high-volume accounts that treat earlie

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion should be read in conjunction with the section entitled “Business” in Part I, Item

1 and the audited financial statements and notes thereto included in Part II, Item 8 of this Report. The information provided

should be reviewed in the context of the sections entitled “Risks Related to the Further Development of RYTELO

(Imetelstat),” “Risks Related to the Commercialization of RYTELO” and “Risks Related to Regulatory Approval of

RYTELO” in Part II, Item 1A entitled “Risk Factors” and elsewhere in this Report.

Company Overview

Summary

We are a commercial-stage biopharmaceutical company aiming to change lives by changing the course of

blood cancer. Our first-in-class telomerase inhibitor, RYTELO® (imetelstat), harnesses Nobel Prize winning science in a

treatment that scientific evidence suggests reduces proliferation of malignant cells, allowing production of new healthy

cells, which we believe drives differentiated clinical benefits, potentially altering the underlying course and modifying the

disease of these hematologic malignancies.

We commercially launched RYTELO in the U.S. in June 2024 following its approval by the U.S. Food and

Drug Administration, or FDA on June 6, 2024 for the treatment of adult patients with low- to intermediate-1 risk

myelodysplastic syndromes, or lower-risk MDS, with transfusion-dependent, or TD, anemia requiring four or more red

blood cell units over eight weeks who have not responded to or have lost response to or are ineligible for erythropoiesis-

stimulating agents, or ESAs. Lower-risk MDS is a progressive blood cancer with high unmet need, where many patients

with anemia become dependent on red blood cell transfusions, which can be associated with clinical consequences and

decreased quality of life. We believe that the high unmet need in lower-risk MDS and significant product differentiation,

including observed benefit of RYTELO in difficult-to-treat sub-populations such as patients with high transfusion burden

and ring sideroblast negative, or RS- patients, as well as the favorable FDA label and the National Comprehensive Cancer

Network, or NCCN®, Clinical Practice Guidelines in Oncology, or NCCN Guidelines®, position RYTELO to potentially

compete for significant market segments in lower-risk MDS.

In March 2025, we were granted marketing authorization by the European Commission, or EC, for

RYTELO as a monotherapy for the treatment of adult patients with TD anemia due to very low, low or intermediate risk

myelodysplastic syndromes without an isolated deletion 5q cytogenetic, or non-del 5q, abnormality and who had an

unsatisfactory response to or are ineligible for erythropoietin-based therapy. We are preparing for the planned

commercialization of RYTELO in select EU markets in 2026. At this time, we do not plan to commercialize RYTELO

independently in the EU (or in any other regions outside of the U.S. where RYTELO may be approved for marketing in the

future). Accordingly, we plan to work with experienced third parties for the commercialization and marketing of RYTELO

in the EU, including on critical path activities for the planned launch of RYTELO in the EU, such as reimbursement,

Health Technology Assessment, or HTA, submissions, market access and distribution. To enable paid access to patients

outside the U.S. through approved Named Patient Programs, or NPPs, in 2025 we partnered with Tanner Pharma, a

distributor with broad global reach to support patient access.  To date, product revenue pursuant to NPPs have been

minimal.

In addition to lower-risk MDS, we are developing imetelstat for the treatment of other myeloid hematologic

malignancies. Our Phase 3 IMpactMF clinical trial is evaluating imetelstat in patients with intermediate-2 or high-risk

myelofibrosis, or MF, who have relapsed after or are refractory to treatment with a janus associate kinase inhibitor, or JAK

inhibitor, or relapsed/refractory MF, or R/R MF, with overall survival, or OS, as the primary endpoint. As of September

2025, the trial was fully enrolled. Based on our current planning assumptions for event (death) rates in the trial, we expect

the interim analysis for OS in IMpactMF may occur in the second half of 2026 and the final analysis may occur in the

second half of 2028.

We believe that telomerase inhibition with imetelstat represents a novel mechanism of action with unique

benefits in hematologic malignancies and potentially in other tumor types.

Financial Overview

Since our inception, we have financed our operations primarily through the sale of equity securities, draw

downs on our debt facilities, cash generated from sales of RYTELO, interest income on our marketable securities,

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payments we received under the Royalty Pharma Agreement and our prior collaborative and licensing arrangements. As of

December 31, 2025, we had approximately $401.1 million in cash, cash equivalents, restricted cash and marketable

securities.

We began commercializing RYTELO in June 2024, and the commercial potential of and our ability to

successfully commercialize RYTELO remains unproven. Our success in commercializing RYTELO will require, among

other things, effective sales, marketing, manufacturing, distribution, information systems and pricing strategies, as well as

compliance with applicable laws and regulations. Prior to our commercialization of RYTELO, substantially all of our

revenues were generated from payments under prior collaboration agreements, and milestones, royalties and other revenues

from our licensing arrangements. We reported a small profit for the year ended December 31, 2015, 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 December 31, 2025, we had an accumulated deficit of approximately $1.9 billion.

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, could have been 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

($86.5 million) under the Hercules Loan Agreement, which was terminated effective November 1, 2024. The Term Loans

mature on November 1, 2029. The Term Loans bear interest at a variable rate per annum equal to 5.75% plus the three-

month Secured Overnight Financing Rate, or SOFR, with a SOFR floor of 3.00%. See Note 10 on Debt in Notes to

Consolidated Financial Statements of this Report for additional information on the Pharmakon Loan Agreement.

On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date for requesting the

Tranche B Loan and Tranche C Loan from December 31, 2025 to July 30, 2026. We may elect to prepay the Term Loans

in part or in whole prior to the Maturity Date with such prepayments being subject to a prepayment premium equal to the

principal amount so prepaid multiplied by 3% if made prior to the 3rd anniversary of the funding date of the applicable

Term Loan, 2% if made on or after the third anniversary of the funding date of the applicable Term Loan but prior to the

fourth anniversary of the funding date of the applicable Term Loan, and 1% if made on or after the fourth anniversary of

the funding date of the applicable Term Loan but prior to the Maturity Date. In addition to the prepayment premium,

prepayments of any Term Loan prior to a specified date, or the Makewhole Date, are subject to a makewhole amount equal

to the sum of all interest that would have accrued from the date of such payment through such Makewhole Date. The First

Amendment Agreement also extended the Makewhole Date from November 1, 2026 to May 1, 2027.

On November 1, 2024, we entered into a revenue participation right purchase and sale agreement, or the

Royalty Pharma Agreement, with Royalty Pharma Development Funding, LLC, or Royalty Pharma. Pursuant to the

Royalty Pharma Agreement, we received an upfront payment of $125.0 million, or the Purchase Price, in exchange for

which Royalty Pharma obtained the right to receive tiered royalty payments with respect to annual U.S. net sales, or

Annual Net Sales, of RYTELO beginning on July 1, 2024, ranging from: (i) 7.75% of Annual Net Sales up to $500.0

million; (ii) 3.0% of Annual Net Sales in excess of $500.0 million but less than or equal to $1.0 billion; and (iii) 1.0% in

respect of Annual Net Sales in excess of $1.0 billion, or the Royalty Payments. The Royalty Payments to Royalty Pharma

are capped, such that they will cease upon reaching a multiple of 1.65 times the Purchase Price if Royalty Pharma receives

Royalty Payments in that amount in respect of net sales occurring on or before June 30, 2031, or upon reaching a multiple

of 2.0 times the Purchase Price thereafter. Our Royalty Payment obligations under the Royalty Pharma Agreement may be

discharged in connection with a change of control of Geron in an amount equal to 1.65 times the Purchase Price minus the

aggregate Royalty Payments received by Royalty Pharma as of the date of the closing of the change of control, if the

closing of the change of control occurs on or prior to December 31, 2027, or in an amount equal to 2.0 times the Purchase

Price minus the aggregate Royalty Payments received by Royalty Pharma as of the date of the closing of the change of

control, if the closing of the change of control occurs after December 31, 2027. There are no other royalties payable on

RYTELO, which was developed internally and is exclusively owned by Geron.

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In December 2025, we implemented a workforce reduction, representing approximately one-third of our

workforce prior to the reduction in headcount. We may not realize, in full or in part, the anticipated benefits on our 2026

operating expenses from our restructuring efforts due to unforeseen difficulties, delays or unexpected costs. We incurred

approximately $17.0 million in restructuring and restructuring-related charges in the fourth quarter of 2025, primarily

consisting of one-time employee severance payments, healthcare and related benefits, and other employee-related costs,

and we estimate the workforce reduction will be substantially completed in the first quarter of 2026. If we are unable to

realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial

condition could be adversely affected.

The significance of future losses, future revenues and any potential future profitability will depend

primarily on the clinical and commercial success of RYTELO, our sole product. In this regard, our ability to generate

meaningful revenue from product sales and achieve profitability is wholly dependent on our ability to successfully

commercialize RYTELO in the U.S. for lower-risk MDS or to expand its indications of use. We have seen and may

continue to see variability in RYTELO sales trends.

Our commercial strategy is designed to ensure that RYTELO reaches eligible patients when they are most

likely to benefit. Our commercial execution is focused on targeted engagement with high-volume accounts that treat

earlier-line patients, investment in non-personal promotion and third-party education to further consistent, high-quality

messaging across multiple touchpoints, and cross-functional execution of effective account management. However, our

strategy to drive sales growth and our ongoing commercialization efforts has not to date achieved and may not in the future

achieve meaningful sales growth, which may require us to, among others, further adjust or amend our commercialization

strategy and plans and incur significant expenses, and there can be no assurance that we will be able to grow RYTELO net

product revenue in future periods. In particular, our strategy may not drive new patient starts across the breadth of the

eligible patient population in RYTELO's approved indication in a timely manner or at all, or the duration of therapy could

be shorter than we expect, each of which would limit RYTELO’s growth potential and could preclude or delay our ability

to generate meaningful revenue from product sales and to achieve profitability.

In addition, in an effort to expand its indications of use, we are also developing RYTELO for the treatment

of several myeloid hematologic malignancies that will continue to require additional time and significant investment in

clinical trials to complete. We also expect to continue to seek regulatory approvals of RYTELO in jurisdictions outside of

the U.S., such as our recent marketing authorization in the EU, and to establish arrangements with third parties to assist us

in the commercialization of RYTELO in such jurisdictions. As a result, we expect research and development expenses and

selling, general and administrative expenses to continue to be substantial as we continue to support the commercialization

of RYTELO in the U.S. and further development of RYTELO, including the conduct and completion of our IMpactMF

Phase 3 clinical trial, as well as our ongoing Phase 1 IMproveMF combination clinical trial in frontline MF, our Phase 2

investigator-led IMpress clinical trial in higher-risk MDS and acute myeloid leukemia, and our Phase 1/2 investigator-led

IMAGINE clinical trial in relapsed/refractory acute myeloid leukemia, and as we pursue paths to make RYTELO available

to eligible LR-MDS patients outside of the U.S., including in the EU. In addition, we expect our interest expense to

increase due to the draw down of the Tranche A Loan and potential future draw downs of the other Term Loans under the

Pharmakon Loan Agreement, if available, as well as the non-cash interest expense related to the Royalty Pharma

Agreement.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America. The preparation of our consolidated financial statements requires

management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and

expenses. Our estimates are based on our historical experience and on various other factors that we believe are reasonable

under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and

liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different

assumptions and conditions.

A critical accounting policy is one that is both important to the portrayal of our financial condition and

results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the

need to make estimates about the effect of matters that are inherently uncertain. While Note 1 of Notes to Consolidated

Financial Statements of this Report describes the significant accounting policies used in the preparation of our consolidated

financial statements, we believe the following accounting estimates and policies to be critical.

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Revenue Recognition

We recognize revenue when our customer obtains control of promised goods or services, in an amount that

reflects the consideration which we expect to receive in exchange for those goods or services. We recognize revenue

following the five-step model prescribed under Accounting Standards Codification Topic 606, Revenue from Contracts

with Customers: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii)

determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v)

recognize revenue when (or as) we satisfy the performance obligations.

Product Revenue

We sell our products primarily to third party distributors and specialty pharmacies. These customers subsequently resell our

products to health care providers and patients. In addition, we enter into arrangements with health care providers and

payors that provide for government-mandated or privately-negotiated discounts and allowances related to our RYTELO.

Product revenue is recognized when the customer obtains control of our product, which occurs at a point in

time, typically upon delivery to the customer.

Reserves for Discounts and Allowances

Product revenue is recorded net of reserves established for applicable discounts and allowances that are

offered within contracts with our customers, health care providers or payors, Product revenue reserves, which are classified

as a reduction in product revenue, are generally characterized in the following categories: discounts, contractual

adjustments and returns.

These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are

classified as reductions of accounts receivable (if the amount is payable to our customer) or a liability (if the amount is

payable to a party other than our customer). Our estimates of reserves established for variable consideration are calculated

based upon a consistent application of our methodology utilizing the expected value method. These estimates reflect our

historical experience, current contractual and statutory requirements, specific known market events and trends, industry

data and forecasted customer buying and payment patterns. The transaction price, which includes variable consideration

reflecting the impact of discounts and allowances, may be subject to constraint and is included in the net sales price only to

the extent that it is probable that a significant reversal of the amount of the cumulative revenue recognized will not occur in

a future period. Actual amounts may ultimately differ from our estimates. If actual results vary, we adjust these estimates,

which could have an effect on earnings in the period of adjustment.

For additional information on our revenue, please read Note 2 on Product Revenue to our consolidated

financial statements included in this report.

Inventory

Inventory is recorded at the lower of cost or net realizable value, with cost determined under the weighted

average method. Inventory costs include third-party contract manufacturing, third-party packaging services, freight,

salaries, wages and stock-based compensation for personnel involved in the manufacturing process, and indirect overhead

costs. We periodically review our inventories to identify excess, obsolete, or slow moving items. If excess, obsolete, or

slow moving inventory without an alternate use is identified, we adjust the recorded amount to its net realizable value. The

determination of net realizable value requires judgment including consideration of many factors, such as estimates of future

product demand, product net selling prices, current and future market conditions and potential product obsolescence,

among others. Additionally, our products are subject to strict quality control and monitoring that we perform throughout

the manufacturing process. In the event that certain batches or units of product no longer meet quality specifications, we

will record a charge to cost of sales to write-down any unmarketable inventory to its estimated net realizable value. In all

cases, product inventory is carried at the lower of cost or its estimated net realizable value.

Although we believe that the assumptions we use in estimating inventory write-downs are reasonable, no

assurance can be given that significant future changes in these assumptions or changes in future events and market

conditions could result in different estimates.

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Royalty Pharma Agreement Interest Expense

The liability related to the Royalty Payments under the Royalty Pharma Agreement and the related revenue

interest expense are measured based on our current estimate of the timing and amount of expected future Royalty Payments

expected to be paid over the estimated term of the Royalty Pharma Agreement using a discounted cash flow model. The

liability is amortized using the effective interest rate method, resulting in recognition of non-cash interest expense over the

estimated term of the agreement. Each reporting period, we assess the estimated timing and amount of future expected

Royalty Payments over the estimated term. If there are changes to the estimate, we recognize the impact to the liability’s

amortization schedule and the related non-cash interest expense prospectively. Additionally, the transaction costs

associated with the liability is amortized to non-cash interest expense over the estimated term of the Royalty Pharma

Agreement.

Results of Operations

Our results of operations have fluctuated from period to period and may continue to fluctuate in the future.

Results of operations for any period may be unrelated to results of operations for any other period. Thus, historical results

should not be viewed as indicative of future operating results. In this regard, although we have begun to recognize revenue

from RYTELO product sales in the U.S., we are early in our commercialization efforts and our related strategy to drive

sales growth in the U.S.. We expect that our sales revenue may continue to vary from period to period as a result of the

evolving effects of our commercialization strategy and as our commercialization efforts otherwise progress.

RYTELO is our only product approved for marketing in the U.S. and in the EU for certain patients with

lower-risk MDS. Revenue based on sales of RYTELO is dependent on our ability to successfully commercialize RYTELO

in the U.S. and in the EU and to obtain regulatory approvals to commercialize RYTELO in other jurisdictions and in other

indications. 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 the development, manufacture, regulatory approval for and commercialization of RYTELO;

uncertainty of non-clinical and clinical trial results or regulatory approvals or clearances; the future development of

imetelstat by us and its use by patients generally, including any future efficacy or safety results from clinical or commercial

use that may cause the benefit-risk profile of imetelstat to become unacceptable; the uncertain and unpredictable drug

research and development process; our ability to obtain and maintain contractual arrangements, strategic partnerships,

collaborations, alliances or licensing arrangements with third parties to assist us with the commercialization of RYTELO in

jurisdictions outside of the U.S.; overcoming disruptions and/or delays due to macroeconomic or other global conditions,

such as further changes in tariffs and other trade restrictions, renegotiation of existing international trade agreements or

further escalation of trade tensions, inflation, fluctuations in interest rates, prospects of a recession, government shutdowns,

bank failures and other disruptions to financial systems, civil or political unrest, military conflicts, pandemics or other

health crises and supply chain and resource issues; our ability to obtain additional capital if and when needed; 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.

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Comparison of the Years Ended December 31, 2025, 2024, and 2023

The following table sets forth our results of operations for the years ended December 31:

Revenues

Product Revenue, Net

On June 6, 2024, we announced that the FDA approved RYTELO for the treatment of adult patients with

lower-risk MDS, with TD anemia requiring four or more red blood cell units over eight weeks who have not responded to

or have lost response to or are ineligible for ESA. To date, our only source of product revenue has been from the sales of

RYTELO, which we began shipping to our customers in June 2024. We did not generate any revenue from product sales

prior to June 2024. Total product revenue, net for the twelve months ended December 31, 2025 and 2024 was

approximately $183.6 million and $76.5 million, respectively.

Total gross-to-net adjustments for the twelve months ended December 31, 2025 and 2024 were 17.7% and

14.5% of gross product revenue, respectively. We expect total gross-to-net adjustments to be in the percentage range of

high-teen to low-twenties of gross product revenue in 2026.

The reconciliation of gross product revenue to product revenue, net by each significant category of gross-

to-net adjustments is as set forth below.

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Royalties

In connection with the divestiture of our human embryonic stem cell assets, including intellectual property

and proprietary technology, to Lineage Cell Therapeutics, Inc. (formerly BioTime, Inc. which acquired Asterias

Biotherapeutics, Inc.), or Lineage, in 2013, we are entitled to receive royalties on sales from certain research or commercial

products utilizing our divested intellectual property.

We recognized royalty revenues of $0.3 million, $0.5 million and $0.2 million during the years ended

December 31, 2025, 2024 and 2023, respectively. Royalty revenues 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.

Costs and Operating Expenses

The following table summarizes our costs and operating expenses for the years ended December 31:

Cost of Goods Sold

Cost of goods sold was approximately $4.7 million for the year ended December 31, 2025, compared to

$1.3 million for the year ended December 31, 2024, which consists of raw materials, third-party manufacturing costs to

manufacture the raw materials into finished product, freight, and indirect overhead costs associated with the sale of

RYTELO.

Prior to receiving FDA approval for RYTELO in June 2024, we manufactured inventory to be sold upon

commercialization and recorded the costs as research and development expense. As a result, a significant portion of the

manufacturing costs related to the inventory manufactured prior to receiving FDA approval was partially expensed in a

prior periods and are therefore excluded from the cost of goods sold for the twelve months ended December 31, 2025 and

2024. We estimate our cost of sales as a percentage of product revenue, net will continue to be positively impacted for at

least the next 12 months as we sell through certain inventory that was partially expensed prior to FDA approval.

Research and Development Expenses

During the year ended December 31, 2025, our RYTELO (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 years ended December 31, 2025, 2024 and 2023, research and development expenses consist of

expenses incurred in developing and testing imetelstat and research related to potential next generation telomerase

inhibitors. These expenses include, but are not limited to, payroll and personnel expense, lab supplies, non-clinical studies,

clinical trials, including support for investigator-led clinical trials, raw materials to manufacture clinical trial supply,

manufacturing costs for research and clinical trial materials, sponsored research at other labs, consulting expenses, costs to

maintain technology licenses and research-related overhead.

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Research and development expenses for the years ended December 31, 2025, 2024 and 2023 were as

follows:

The decrease in research and development expenses in 2025, as compared to 2024, was primarily due to

lower  manufacturing and quality costs that were capitalized in the current period now that RYTELO is approved, versus

being partially expensed in 2024, and lower clinical trial costs associated with a decrease of activity in our Phase 3 IMerge

MDS study after FDA approval of RYTELO in 2024. We expect our research and development expenses to decrease

slightly in 2026, primarily due to lower labor costs driven by a decrease in headcount as a result of the workforce reduction

in December 2025, partially offset by higher clinical trial costs.

The decrease in research and development expenses in 2024, as compared to 2023, was primarily due to

manufacturing and quality costs that were capitalized beginning with the third quarter of 2024, due to FDA approval of

RYTELO in June 2024, versus being expensed as research and development expenses in 2023. The decrease is partially

offset by an increase in labor costs due to higher headcount and incentive and stock-based compensation expense

recognized due to the vesting of performance-based stock options upon FDA approval.

A discussion of the risks and uncertainties associated with the development of imetelstat can be found in

the sub‑sections entitled “Risks Related to the Further Development of RYTELO (Imetelstat),” “Risks Related to the

Commercialization of RYTELO” and “Risks Related to Regulatory Approval of RYTELO” in Part II, Item 1A entitled

“Risk Factors” and elsewhere in this Report. As a result of these risks and uncertainties, we are unable to determine with

any degree of certainty the duration and completion costs of ongoing and potential future imetelstat research and

development projects, anticipated completion dates, or when and to what extent we will receive cash inflows from the

commercialization and sale of RYTELO in any other jurisdictions or indications we are pursuing or may in the future

pursue, if at all.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $159.3 million, $145.7 million, and $69.1 million for the

years ended December 31, 2025, 2024  and  2023 , respectively.

The increase in selling, general and administrative expenses in 2025 as compared to 2024 is primarily due

to an increase in sales and marketing full-time employees of approximately $3.7 million, additional investment in

marketing programs of approximately $2.6 million and approximately $1.3 million higher legal expenses. We expect our

selling, general and administrative expenses to decrease in 2026, primarily due to lower labor costs driven by a decrease in

headcount as a result of the workforce reduction in December 2025, partially offset by higher marketing costs due to

continued investment in our RYTELO commercialization strategy.

The increase in selling, general and administrative expenses in 2024 as compared to 2023 primarily reflects

the net result of higher personnel-related expenses of approximately $40.0 million related to increased headcount to support

commercial launch of RYTELO in the U.S. and stock-based compensation recognized upon FDA approval of RYTELO

due to the vesting of performance-based stock options, as well as increased costs for commercial preparatory activities and

launch support of approximately $33.0 million.

Restructuring Charges

In December 2025, we implemented a workforce reduction, representing approximately one-third of our

workforce prior to the reduction in headcount. Restructuring charges consist of termination benefits such as one-time

employee severance payments, healthcare and related benefits, and other employee-related costs. In 2025, restructuring

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charges were $17.0 million. There were no restructuring charges in 2024 or 2023. These costs were recorded in the

consolidated statement of operations as restructuring charges.

Interest Income

Interest income was $18.1 million, $19.6 million, and $18.2 million for the years ended December 31,

2025, 2024 and 2023, respectively. The decrease in interest income in 2025 compared to 2024 primarily reflects a smaller

marketable securities portfolio. Interest earned in future periods will depend on the size of our marketable securities

portfolio and prevailing interest rates.

The increase in interest income in 2024 compared to 2023 primarily reflects a larger marketable securities

portfolio due to the receipt of net cash proceeds from the underwritten offering completed in March 2024, as well as higher

yields from marketable securities purchases.

Interest Expense

Interest expense was $32.7 million, $18.5 million, and $8.3 million for the years ended December 31, 2025,

2024 and 2023, respectively.

The increase in interest expense in 2025 as compared to 2024 primarily reflects $18.9 million in non-cash

interest expense related to the Royalty Pharma Agreement and $13.7 million related to the Pharmakon Loan Agreement,

which were entered into in November 2024.

The increase in interest expense in 2024 compared to 2023 primarily reflects $5.3 million in non-cash

interest expense related to the Royalty Pharma Agreement, $2.3 million in Pharmakon Loan Agreement and $2.6 million

increase related to the Hercules agreement in comparison to the prior year.

On November 1, 2024, we entered into the Pharmakon Loan Agreement, and in connection with this

transaction, all obligations outstanding under the Hercules Loan Agreement were repaid in full on November 1, 2024, upon

which the Hercules Loan Agreement was terminated. On January 5, 2026, the Pharmakon Loan Agreement was amended

to extend the date for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July

30, 2026. The amendment also extended the Makewhole Date from November 1, 2026 to May 1, 2027.  See Note 10 on

Debt in Notes to Consolidated Financial Statements of this Report for additional information.

Other Income (Expense), Net

Other income (expense), net was a loss of $0.4 million for the year ended December 31, 2025, and a loss of

$0.2 million and less than $0.1 million for the years ended December 31, 2024 and 2023, respectively. Other income

(expense), net primarily reflects bank charges related to our cash operating accounts and marketable securities portfolio as

well as foreign currency transaction adjustments.

Loss on Extinguishment of Debt

We recorded a loss on the extinguishment of debt of $1.7 million for the year ended December 31, 2024.

This loss is related to the settlement of debt outstanding under the Hercules Loan Agreement. No debt extinguishment

occurred during the years ended December 31, 2025 or 2023. See Note 10 on Debt in Notes to Consolidated Financial

Statements of this Report for additional information.

Liquidity and Capital Resources

As of December 31, 2025, we had cash, restricted cash, cash equivalents and marketable securities of

$401.1 million, compared to $502.9 million at December 31, 2024. The decrease in cash, restricted cash, cash equivalents,

and marketable securities from December 31, 2025 was primarily the net result of cash used in operations, partially offset

by the receipt of net cash proceeds from accounts receivable.

On March 21, 2024, we completed an underwritten public offering consisting of 41,999,998 shares of our

common stock and a pre-funded warrant to purchase 8,002,668 shares of our common stock. All of the securities were

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issued separately. The offering price of the common stock was $3.00 per share. The offering price of the 2024 pre-funded

warrant was $2.99 per share. The 2024 pre-funded warrant has an exercise price of $0.001 per share and may be exercised

at any time until it is exercised in full. The net cash proceeds from this offering were approximately $141.0 million, after

deducting the underwriting discount and other offering expenses paid by us, and excluding any proceeds from the exercise

of the 2024 pre-funded warrant. See Note 11 on Stockholders’ Equity in Notes to Consolidated Financial Statements of this

Report for additional information about the underwritten offering completed in March 2024.  During the year ended

December 31, 2025, 5.4 million of the 2024 pre-funded warrants were exercised.

On November 1, 2024, we entered into the Pharmakon Loan Agreement. We drew the Tranche A Loan of

$125.0 million on November 1, 2024, a portion of which was utilized to repay all outstanding indebtedness associated with

the Hercules Loan Agreement. The Pharmakon Loan Agreement provides two additional committed term loan tranches, the

Tranche B Loan and the Tranche C Loan, in principal amounts of $75.0 million and $50.0 million, respectively, subject to

customary conditions to fund and, in the case of the Tranche C Loan, achieving certain minimum net sales milestone. The

Tranche B Loan and the Tranche C Loan could have been requested on or prior to December 31, 2025. The Term Loans

mature on November 1, 2029. The Term Loans bear interest at a variable rate per annum equal to 5.75% plus three-month

SOFR with a SOFR floor of 3.00%. On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date

for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July 30, 2026. The

amendment also extended the Makewhole Date from November 1, 2026 to May 1, 2027. See Note 10 on Debt in Notes to

Consolidated Financial Statements of this Report for additional information on the Pharmakon Loan Agreement.

On November 1, 2024, we entered into the Royalty Pharma Agreement with Royalty Pharma. Pursuant to

the Royalty Pharma Agreement, we received $125.0 million, or the Purchase Price, in exchange for which Royalty Pharma

obtained the right to receive the Royalty Payments. The Royalty Payments to Royalty Pharma are capped, such that they

will cease upon reaching a multiple of 1.65 times the Purchase Price if Royalty Pharma receives Royalty Payments in that

amount in respect of net sales occurring on or before June 30, 2031, or upon reaching a multiple of 2.0 times the Purchase

Price thereafter. There are no other royalties payable on RYTELO, which was developed internally and is exclusively

owned by Geron. See Note 10 on Debt in Notes to Consolidated Financial Statements of this Report for additional

information on the Royalty Pharma Agreement.

In 2024, warrants to purchase 1,071,981 shares of our common stock were exercised for net cash proceeds

of approximately $1.4 million. In 2025, warrants to purchase 1,162,376 shares of our common stock were exercised,

generating cash proceeds of $1.5 million, which proceeds were received in January 2026. These warrants were issued in

connection with underwritten public offerings of our common stock in 2020. The remaining warrants to purchase 240,146

shares of our common stock expired on December 31, 2025 and are no longer outstanding.

On January 10, 2023, we completed an underwritten public offering of 68,007,741 shares of our common

stock and a pre-funded warrant to purchase 25,000,000 shares of our common stock, or the 2023 pre-funded warrant. The

net cash proceeds from this offering were approximately $213.3 million, after deducting the underwriting discount and

other offering expenses paid by us.

On November 1, 2023, we entered into an At Market Issuance Sales Agreement, or the 2023 Sales

Agreement, with B. Riley Securities, pursuant to which we could 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 have agreed to pay B. Riley Securities an aggregate commission

equal to up to 3.0% of the gross proceeds of the sales under the agreement. No sales of common stock occurred under the

2023 Sales Agreement, which was terminated in January 2026.

On February 27, 2026, we entered into a sales agreement, or the 2026 Sales Agreement, with TD Securities

(USA) LLC, or TD Cowen, pursuant to which we may issue and sell shares of our common stock having an aggregate

offering price of up to $150 million from time to time through TD Cowen as the sales agent. We will pay TD Cowen an

aggregate commission rate equal to up to 2.5% of the gross proceeds of the sales price per share for common stock sold

through TD Cowen under the 2026 Sales Agreement. We are not obligated to make any sales of common stock under the

2026 Sales Agreement.

The issuance and sale of our common stock under the 2026 Sales Agreement will be made pursuant to an

automatically effective registration statement on Form S-3 and the related prospectus, in each case to be filed with the

United States Securities and Exchange Commission on or about March 2, 2026.

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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, corporate notes and commercial paper. 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.

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.

Future Funding Requirements

Successful drug development and commercialization requires significant amounts of capital. As of

December 31, 2025, we had approximately $401.1 million in cash, cash equivalents, restricted cash and marketable

securities. Based on our current operating plans and assumptions, we believe that our existing cash, cash equivalents, and

marketable securities, together with anticipated net revenues from sales of RYTELO, will be sufficient to fund our

projected operating requirements for the foreseeable future. However, if we do not generate net revenues from commercial

sales of RYTELO at the levels we anticipate, if we experience unforeseen events or choose to make other investments in

our business, or our assumptions regarding our projected operating expenses are otherwise incorrect, we may require

additional funding, which could include a combination of public or private equity offerings, debt financings (including

additional tranches under the Pharmakon Loan Agreement, if available), collaborations, strategic alliances, licensing

arrangements or marketing and distribution arrangements, which may not be possible. For example, changes in our

operations, such as increased development, manufacturing and clinical trial expenses, or our undertaking of additional

programs, business activities, or entry into strategic transactions, including potential future acquisitions of products,

technologies or businesses, may cause our operating expenses to increase, perhaps significantly, which could require us to

raise additional funding. If adequate funds are not available to us when we need them, our RYTELO commercialization

efforts may be adversely affected and we may be unable to pursue further development of imetelstat, which would severely

harm our business and we might cease operations.

Despite receiving FDA approval of RYTELO in the U.S. in June 2024 and marketing authorization in the

EU in March 2025, the outcome of any clinical activities and/or regulatory approval process is highly uncertain, and we

cannot reasonably estimate whether our future development activities may succeed, whether we will obtain regulatory

approval for RYTELO in any other jurisdictions or indications we are pursuing or may in the future pursue, or whether we

will be able to effectively commercialize RYTELO in the U.S. or in the EU for lower-risk MDS or other potential

indications, if at all. We may never recoup our investment in any RYTELO 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 could be further delayed or interrupted by the effects of macroeconomic or other global conditions,

including those resulting from further changes in tariffs and other trade restrictions, renegotiation of existing international

trade agreements or further escalation of trade tensions, inflation, fluctuations in interest rates, prospects of a recession,

government shutdowns, bank failures and other disruptions to financial systems, civil or political unrest, military conflicts,

pandemics or other health crises and supply chain and resource issues. Further, our future capital requirements are difficult

to forecast and will depend on many factors, including:

•the accuracy of the assumptions underlying our estimates for our capital needs;

•the overall level of sales and market acceptance of RYTELO;

•the scope, progress, timing, magnitude and costs of non-clinical and clinical development, manufacturing and

commercialization of RYTELO, including commercialization in the U.S. and any commercialization in the EU for

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lower-risk MDS, or in any other jurisdictions or other indication we may pursue, subject to clearances and

approvals by the FDA and similar international regulatory authorities;

•delays or disruptions in opening sites, screening and enrolling patients or treating and following patients, in our

current or any potential future clinical trials of RYTELO;

•the costs, timing and outcomes of regulatory reviews or other regulatory actions related to RYTELO,

•the costs of preparing, filing and prosecuting patent applications and maintaining, enforcing and defending

intellectual property-related claims;

•the costs of manufacturing, developing, commercializing and marketing RYTELO, including with respect to third-

party vendors and service providers and our ability to achieve any meaningful reduction in manufacturing costs;

•the sales price for RYTELO;

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

•the extent to which we acquire or in-license other drugs and technologies, or invest in businesses, products or

technologies, although we currently have no commitments or agreements relating to any of these types of

transactions, or to which we out-license RYTELO;

•the extent to which we are able to enter into and conduct successful commercial arrangements with third parties,

including for the commercialization and marketing of RYTELO in the EU and in any other regions outside of the

U.S., if approved for commercialization in such other regions;

•expenses associated with the pending putative securities class action and shareholder derivative lawsuits and

potential additional related lawsuits, as well as any other litigation;

•the extent and scope of our selling, general and administrative expenses, including expenses associated with

pending and potential future litigation;

•our level of indebtedness and associated debt service obligations;

•the costs of maintaining and operating facilities in California and New Jersey, as well as higher expenses for

travel;

•macroeconomic or other global conditions that may reduce our ability to access equity or debt capital or other

financing on preferable terms, which may adversely affect future capital requirements and forecasts; and

•the costs of enabling our personnel to work remotely, including providing supplies, equipment and technology

necessary for them to perform their responsibilities.

In the event we need to raise additional capital to fund our business, including pursuant to the 2026 Sales

Agreement with TD Cowen, the Tranche B Loan and the Tranche C Loan under the Pharmakon Loan Agreement, which

are subject to certain funding conditions, capital lease transactions or other financing sources, such additional capital 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 due to the effects of macroeconomic or other global conditions, such as

further changes in tariffs and other trade restrictions and uncertainty around further escalation of trade tensions and

renegotiation of existing international trade agreements, inflation, fluctuations in interest rates, prospects of a recession,

government shutdowns, bank failures and other disruptions to financial systems, civil or political unrest, military conflicts,

pandemics or other health crises and supply chain and resource issues, and may in the future be affected by other factors

which are unpredictable and over which we have no control. These effects 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, these macroeconomic conditions have created extreme volatility and disruption in the capital markets and is

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expected to have further global economic consequences. If the equity and credit markets deteriorate, including as a result of

macroeconomic or other global conditions, such as inflation, changes in interest rates, prospects of a recession, government

shutdowns, further changes in tariffs and other trade restrictions, bank failures and other disruptions to financial systems,

civil or political unrest, military conflicts, pandemics or other health crises and supply chain and resource issues, 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 effectively commercialize RYTELO, or raise additional capital, if needed, or establish

alternative collaborative arrangements with third-party collaborative partners for RYTELO, when needed, the development

and commercialization of RYTELO 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 2026 Sales Agreement, our stockholders may be diluted, and the terms

may include liquidation or other preferences that could materially and adversely affect the rights of our existing

stockholders. In addition, we have borrowed, and in the future may borrow, additional capital from institutional and

commercial banking sources to fund development and our future growth, including pursuant to our Pharmakon Loan

Agreement or potentially pursuant to new arrangements with different lenders. We may borrow funds on terms under

agreements, such as our Pharmakon 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 RYTELO or our technologies or grant licenses on terms that are not

favorable to us.

Cash Flows Used In Operating Activities

The cash used for operating activities generally approximates our net loss adjusted for non-cash items such

as depreciation and amortization, non-cash interest expense on liabilities for sales of future royalties, or stock-based

compensation as well as changes in operating assets and liabilities. Net cash used in operating activities was $111.0

million, $218.6 million and $167.7 million in 2025, 2024 and 2023, respectively.

The decrease in net cash used in operating activities in 2025 versus 2024 reflects a decrease in net loss to

$83.5 million, which includes a $13.6 million higher adjustment for non-cash interest expense on liabilities for sales of

future royalties and a $4.2 million higher amortization of debt issuance costs and other non-cash adjustments; as well as

$2.1 million higher net changes in operating assets and liabilities.

The increase in net cash used in operating activities in 2024 versus 2023 primarily reflects an increase in

net loss to $174.6 million, adjusted for non-cash items including stock based compensation expense related to employees

and directors stock awards.

Cash Flows Provided By (Used In) Investing Activities

Net cash provided by investing activities was $107.2 million in 2025, compared to net cash used in

investing activities of $106.0 million and $180.3 million in 2024 and 2023, respectively.

The increase in net cash provided by investing activities in 2025 versus 2024 primarily reflects increased

proceeds from maturities or sales of marketable securities as well as decreased purchases of marketable securities.

The decrease in net cash used in investing activities in 2024 versus 2023 primarily reflects increased

proceeds from maturities or sales of marketable securities, partially offset by slightly higher purchases of marketable

securities.

Cash Flows from Financing Activities

Net cash provided by financing activities in 2025, 2024 and 2023 was $2.3 million, $334.4 million, and

$362.0 million, respectively.

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The decrease in net cash flow in financing activities in 2025 versus 2024 primary reflects a decrease of

proceeds from issuance of common stock and warrants in public offering, a decrease in cash proceeds received from new

debt financing and from sale of future royalties as well as a $31.2 million decrease in proceeds from issuances of common

stock under our equity plans, partially offset by the settlement of debt outstanding under the Hercules Loan Agreement. In

2024, the Company issued 41,999,998 shares of common stock and a pre-funded warrant to purchase 8,002,668 shares in

an underwriting offering, which yielded approximately $140.7 million in net cash proceeds. Additionally, $246.1 million in

net cash proceeds were received under the Pharmakon Loan Agreement and Royalty Pharma Agreement. No similar

activities occurred in 2025.

The decrease in net cash flow in financing activities in 2024 versus 2023 primarily reflects $104.5 million

lower proceeds from exercise of warrants, $72.6 million lower proceeds from public offering, partially offset by $19.6

million higher proceeds from issuances of common stock under our equity plans. The remaining decrease related to the

debt activity and Royalty Pharma Agreement that was executed in 2024.

Material Cash Requirements

Our material cash requirements in the short- and long-term consist of the following operational and

manufacturing expenditures, a portion of which contain contractual or other obligations. We currently plan to fund our

material cash requirements with our current financial resources together with net revenues from sales of RYTELO;

however, if we do not generate sufficient funds from commercial sales of RYTELO, if we experience unforeseen events or

choose to make other investments in our business, or our assumptions regarding our projected operating expenses are

otherwise incorrect, we may require additional funding to fund our material cash requirements, which could include a

combination of additional equity and debt financings, new collaborative arrangements, strategic alliances, or from other

sources.

Operating Expenditures

Our primary uses of cash and operating expenses relate to paying employees and consultants,

commercializing RYTELO, administering clinical trials, ensuring an adequate supply of RYTELO (imetelstat), and

providing technology and facility infrastructure to support our operations. Our research and development expenses in 2025

were $71.4 million, and we expect our investment in research and development expenses to remain relatively stable in

2026. Our selling, general and administrative expenses were $159.3 million in 2025 and we expect our selling, general, and

administrative expenses to decrease in 2026 due to lower labor costs, partially offset by higher marketing costs due to

continued investment in our RYTELO commercialization strategy. We manage future cash requirements relative to both

our short and long-term business plans.

Contractual Obligations

Our operating expenditures primarily consist of our obligations under commercial purchase commitments

related to our manufacturing and supply agreements for RYTELO and operating leases.

RYTELO requires long lead times to manufacture. Therefore, we make substantial and often long-term

investments in our supply chain in order to ensure we have enough drug product to meet potential future commercialization

requirements, as well as clinical trial needs.

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.

The leases for our office facilities in New Jersey and California contain rate escalations and options for us

to extend the leases. The aggregate amount of future operating lease payments over the term of our leases is $2.4 million as

of December 31, 2025. Refer to Note 9 on Operating Leases in Notes to Consolidated Financial Statements of this Report

for additional detail of our lease obligations.

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As of December 31, 2025, we had a long-term principal debt balance of $119.5 million in principal debt

outstanding related to the Pharmakon Loan Agreement.

On November 1, 2024, we entered into the Pharmakon Loan Agreement, and in connection with this

transaction, all obligations outstanding under the Hercules Loan Agreement were repaid in full on November 1, 2024, upon

which the Hercules Loan Agreement was terminated. On January 5, 2026, the Pharmakon Loan Agreement was amended

to extend the date for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July

30, 2026. The amendment also extended the Makewhole Date from November 1, 2026 to May 1, 2027. We expect our

interest expense to increase in future periods due to the draw down of the Tranche A Loan and potential future draw downs

of the other Term Loans under the Pharmakon Loan Agreement. See Note 10 on Debt in Notes to Consolidated Financial

Statements of this Report for additional information on the Pharmakon Loan Agreement.

On November 1, 2024, we entered into the Royalty Pharma Agreement, pursuant to which we received an

upfront payment of $125.0 million, or the Purchase Price, and Royalty Pharma obtained the right to receive Royalty

Payments on future U.S. net sales of RYTELO for each calendar quarter during the term of the agreement. We are

obligated to make Royalty Payments each quarter based on U.S. net sales of RYTELO at the royalty rates set forth in the

agreement, which Royalty Payments are not determinable at this time, until the date when the aggregate Royalty Payments

equal or exceed 1.65 times the Purchase Price, if this occurs by June 30, 2031, or the date when the aggregate Royalty

Payments equal or exceed 2.0 times the Purchase Price. See Note 10 on Debt in Notes to Consolidated Financial

Statements of this Report for additional information on the Royalty Pharma Agreement.

In the normal course of business, we enter into agreements with CROs for clinical trials and with other

vendors for preclinical research studies, investigator-led trials and other services and products for operating purposes. We

have not considered these commitments 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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