杰龙 2025年度报告

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 SecuritiesExchange Act of 1934 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 filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared 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 theregistrant included in the 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-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Table of Contents The aggregate market value of voting and non‑voting common equity held by non‑affiliates of the registrant was approximately$860,500,000 based upon the closing price of the registrant’s common stock on June30, 2025 on the Nasdaq Global Select Market. Thecalculation of the aggregate market value of voting and non‑voting common equity held by non‑affiliates of the registrant excludes shares ofcommon stock held by each officer, director and stockholder that the registrant concluded were affiliates on that date. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes. As of February20, 2026, there were 640,544,661 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Table of Contents TABLE OF CONTENTS PagePART IItem 1.Business5Item 1A.Risk Factors26Item 1B.Unresolved Staff Comments77Item 1C.Cybersecurity77Item 2.Properties78Item 3.Legal Proceedings79Item 4.Mine Safety Disclosures79PART IIItem 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities80Item 6.[Reserved]80Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations81Item 7A.Quantitative and Qualitative Disclosures About Market Risk96Item 8.Financial Statements and Supplementary Data97Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure139Item 9A.Controls and Procedures139Item 9B.Other Information140Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections140PART IIIItem 10.Directors, Executive Officers and Corporate Governance141Item 11.Executive Compensation141Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters141Item 13.Certain Relationships and Related Transactions, and Director Independence141Item 14.Principal Accountant Fees and Services142PART IVItem 15.Exhibits and Financial Statement Schedules143Item 16.Form 10‑K Summary146SIGNATURES147 RYTELO®and other trademarks or service marks of Geron Corporation appearing in this Annual Report on Form 10-K(this "Report") are the property of Geron Corporation. This Report contains additional trade names, trademarks and servicemarks of others, which are the property of their respective owners. We do not intend our use or display of other companies’trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these othercompanies. In this Report, unless otherwise indicated or the conte