Item 1.01 Entry into a Material Definitive Agreement.

On January 5, 2023, Geron Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (collectively, the "Underwriters"), relating to the issuance and sale (the "Offering") of 55,876,297 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and pre-funded warrants to purchase 25,000,000 shares of Common Stock (the "Pre-Funded Warrants"). Under the terms of the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase an additional 12,131,444 shares of Common Stock from the Company. All of the shares of Common Stock and Pre-Funded Warrants in the Offering are being sold by the Company. The offering price to the public of each share of Common Stock is $2.45 and the offering price to the public of each Pre-Funded Warrant is $2.449. The gross proceeds to the Company from the Offering, before deducting underwriting discounts and estimated offering expenses, is expected to be $198.1 million. The Offering is expected to close on January 10, 2023, subject to satisfaction of customary closing conditions.

Each Pre-Funded Warrant will have an initial exercise price per share of $0.001, subject to certain adjustments. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 9.99% of the Company's outstanding Common Stock immediately after exercise, which percentage may be changed at the holder's election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days' notice to the Company subject to the terms of the Pre-Funded Warrants.

The Offering is being made pursuant to the Company's automatically effective shelf registration statement on Form S-3 (Registration Statement No. 333-269111), which was filed with the Securities and Exchange Commission (the "SEC") on January 4, 2023, and a prospectus supplement thereunder (the "Prospectus Supplement").

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities arising under the Securities Act other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement. The foregoing descriptions of the terms of the Underwriting Agreement and Pre-Funded Warrants are each qualified in their entirety by reference to the Underwriting Agreement and form of Pre-Funded Warrant, respectively, which are attached as Exhibit 1.1 and Exhibit 4.1 hereto, respectively, and incorporated by reference herein.

A copy of the legal opinion of Cooley LLP relating to the validity of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:



Exhibit No.   Description
    1.1         Underwriting Agreement, dated January 5, 2023, by and among Geron
              Corporation and Goldman Sachs & Co. LLC, as representative of the
              underwriters named therein
    4.1         Form of Pre-Funded Warrant to Purchase Common Stock
    5.1         Opinion of Cooley LLP
   23.1         Consent of Cooley LLP (included in Exhibit 5.1)
    104       Cover Page Interactive Data File (the cover page XBRL tags are
              embedded within the Inline XBRL document)



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