杰龙 2024年度报告

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto.Commission File Number:000-20859 GERON CORPORATION(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b‑2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes☐No☒ The aggregate market value of voting and non‑voting common equity held by non‑affiliates of the registrant was approximately$2,430,700,000based upon the closing price of the registrant’s common stock on June 30, 2024 on the Nasdaq Global Select Market. The calculation of the aggregatemarket value of voting and non‑voting common equity held by non‑affiliates of the registrant excludes shares of common stock held by each officer,director and stockholder that the registrant concluded were affiliates on that date. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. As of February 21, 2025, there were636,904,470shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant’s definitive proxy statement for the 2025 annual meeting of stockholders to be filed pursuant to Regulation 14A within120 days of the Registrant’s fiscal year ended December 31, 2024. TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities76Item 6.[Reserved]76Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations77Item 7A.Quantitative and Qualitative Disclosures About Market Risk90Item 8.Financial Statements and Supplementary Data91Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure130Item 9A.Controls and Procedures130Item 9B.Other Information131Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections131 PART III Item 10.Directors, Executive Officers and Corporate Governance131Item 11.Executive Compensation132Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters132Item 13.Certain Relationships and Related Transactions, and Director Independence132Item 14.Principal Accountant Fees and Services132 PART IV Item 15.Exhibits and Financial Statement SchedulesItem 16.Form 10‑K SummarySIGNATUR