Geron files automatic shelf with $150,000,000 ATM prospectus via TD Cowen

The shelf and the sales agreement

Geron Corporation filed an automatic shelf registration on Form S-3ASR on March 2, 2026. It has two parts. The base prospectus covers common stock, preferred stock, debt securities and warrants that Geron or selling securityholders may offer from time to time. The sales agreement prospectus covers up to $150,000,000 of Geron common stock.

Under the sales agreement, TD Securities (USA) LLC, known as TD Cowen, acts as sales agent and may also buy shares as principal if Geron authorizes it. Sales can be negotiated block trades or at-the-market sales on the Nasdaq Global Select Market. TD Cowen is not required to sell any set amount. Its compensation is up to 3.0% of the gross sales price. Geron has agreed to reimburse up to $75,000 of TD Cowen's outside legal expenses, and estimates other offering expenses at about $200,000. There is no minimum offering amount.

The filing names Cooley LLP, through Chadwick L. Mills, under a copies-to heading. It does not name TD Cowen's legal counsel. It names no selling securityholder; those would be set out in a later supplement, and Geron would receive none of their proceeds unless a supplement says otherwise.

Use of proceeds

Geron intends to use any net proceeds for working capital and general corporate purposes, including support for RYTELO commercial activities, other selling, general and administrative costs, research and development, and drug product manufacturing. It may also use proceeds to in-license or acquire other products, programs or companies, though it has no current commitments to do so.

The prospectus says the total offering amount, commissions and net proceeds cannot be determined now. They depend on the number of shares sold and the prices. It also says there is no assurance Geron will sell any shares under the agreement. The last reported sale price on the Nasdaq Global Select Market on February 26, 2026 was $1.65 per share.

The drug behind the cash

RYTELO, also known as imetelstat, is a first-in-class telomerase inhibitor. The FDA approved it on June 6, 2024 for adults with lower-risk myelodysplastic syndromes with transfusion-dependent anemia who have not responded to, lost response to, or are ineligible for erythropoiesis-stimulating agents. The 10-K says revenue from named patient programs outside the United States has been minimal to date.

The European Commission approved RYTELO in March 2025 for adults with transfusion-dependent anemia due to lower-risk MDS without an isolated deletion 5q abnormality. Geron plans to sell it in select EU markets in 2026.

Its Phase 3 IMpactMF trial in relapsed or refractory myelofibrosis uses overall survival as the primary endpoint, and enrollment completed as of September 2025. The 10-K says the interim overall survival analysis may occur in the second half of 2026, and the final analysis in the second half of 2028, based on current event-rate assumptions. Geron says a positive result could significantly increase the commercial opportunity. That result is not yet known.

The money

In 2025, Geron reported research and development expense of $71.4 million, down from $103.7 million in 2024. Its net loss was $83.5 million for 2025, against $174.6 million for 2024. Cash used in operations was $111.0 million in 2025, against $218.6 million in 2024.

At the end of 2024, cash and cash equivalents were $79.0 million, and short-term investments were $327.6 million. The 2024 figure for short-term investments comes from the 10-K filed in February 2025.

The shelf and the sales agreement do not tie the program to a specific cash need. The stock price sets how many shares any sale would take, so the program's size in shares will move with the market price.

What comes next

Geron expects to begin commercial sales in select EU markets in 2026. The IMpactMF interim analysis may come in the second half of 2026, and the final analysis in the second half of 2028. The filing describes no other financing.

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