Geron (NASDAQ: GERN) extends access to $250M Pharmakon term loan

Rhea-AI Filing Summary

Geron Corporation amended its existing Pharmakon-backed loan facility to extend key dates while keeping core terms the same. The 5-year senior secured term loan totals up to $250.0 million, split into a funded $125.0 million Tranche A, a $75.0 million Tranche B available at the company’s option subject to limited conditions, and a $50.0 million Tranche C that becomes available once a specified trailing twelve-month RYTELO™ revenue milestone is reached.

The amendment moves the outside date for drawing Tranche B and, once available, Tranche C from December 31, 2025 to July 30, 2026, giving Geron more time to access these funds. It also pushes the Makewhole Date, used to calculate early prepayment charges, from November 1, 2026 to May 1, 2027, while leaving the existing prepayment premium schedule and other loan terms unchanged.

GERON CORP false 0000886744 0000886744 2026-01-05 2026-01-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 5, 2026

GERON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-20859		75-2287752
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

919 E. HILLSDALE BLVD., SUITE 250

FOSTER CITY, CALIFORNIA 94404

(Address of principal executive offices, including zip code)

(650) 473-7700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		GERN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Pharmakon Loan Agreement Amendment

On January 5, 2026, Geron Corporation (“we” or the “Company”) entered into that certain first amendment to loan agreement (the “First Amendment 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 (the “Agent”), which amends the terms of that certain Loan Agreement, dated as of November 1, 2024 (the “Loan Agreement”, and as amended by the First Amendment Agreement, the “Amended Loan Agreement), by and among the Company, the Lenders and the Agent. The Amended Loan Agreement 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 (the “Tranche A Loan”) which was funded on November 1, 2024 (the “Tranche A Closing Date”); (ii) a Tranche B Loan in an aggregate principal amount of $75.0 million (the “Tranche B Loan”) which is available, subject to certain limited conditions, at the Company’s option; and (iii) a Tranche C Loan in an aggregate principal amount of $50.0 million (the “Tranche C Loan”, and together with the Tranche A Loan and the Tranche B Loan, collectively, the “Term Loans”) which is available to the Company upon reaching a specified trailing twelve-month RYTELO^™ revenue milestone. The First Amendment Agreement extended the outside date for requesting the Tranche B Loan and the Tranche C Loan, once available, 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 3rd anniversary of the funding date of the applicable Term Loan but prior to the 4th anniversary of the funding date of the applicable Term Loan, and 1% if made on or after the 4th 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 (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 extended the Makewhole Date from November 1, 2026 to May 1, 2027.

Except as described above, the terms of the Loan Agreement were unchanged. The foregoing description of the First Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment Agreement, a copy of which we expect to file with the U.S. Securities and Exchange Commission as an exhibit to our annual report on Form 10-K for the fiscal year ended on December 31, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				GERON CORPORATION
Date: January 6, 2026				By:		/s/ Michelle Robertson
				Name:		Michelle Robertson
				Title:		Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What change did Geron (GERN) disclose in this 8-K filing?

Geron reported a first amendment to its existing loan agreement with funds managed by Pharmakon Advisors, LP, and BioPharma Credit PLC as collateral agent. The amendment mainly extends deadlines to draw certain loan tranches and adjusts the Makewhole Date, while leaving other loan terms unchanged.

How large is Geron Corporation’s Pharmakon term loan facility?

The amended agreement provides for a 5-year senior secured term loan facility of up to $250.0 million, divided into a $125.0 million Tranche A, a $75.0 million Tranche B, and a $50.0 million Tranche C.

Which loan tranches are currently available to Geron and under what conditions?

Tranche A of $125.0 million was funded on November 1, 2024. Tranche B of $75.0 million is available at the company’s option subject to certain limited conditions. Tranche C of $50.0 million becomes available when Geron reaches a specified trailing twelve-month RYTELO™ revenue milestone.

What new deadlines did Geron negotiate for drawing Tranche B and Tranche C?

The amendment extends the outside date for requesting the Tranche B Loan and, once available, the Tranche C Loan from December 31, 2025 to July 30, 2026, giving Geron additional time to access these parts of the facility.

How did the amendment change Geron’s early prepayment terms and Makewhole Date?

The existing prepayment premiums remain: 3% of principal if prepaid before the 3rd anniversary of funding of the applicable Term Loan, 2% between the 3rd and 4th anniversaries, and 1% after the 4th anniversary but before maturity. However, the Makewhole Date used to calculate additional early prepayment amounts was moved from November 1, 2026 to May 1, 2027.

Did Geron change any other terms of the Pharmakon loan agreement?

Geron states that, aside from extending the outside draw dates for Tranche B and Tranche C and moving the Makewhole Date, the other terms of the original November 1, 2024 Loan Agreement remain unchanged under the Amended Loan Agreement.

Where can investors find the full text of Geron’s loan amendment?

Geron expects to file the complete First Amendment Agreement as an exhibit to its annual report on Form 10-K for the fiscal year ended December 31, 2025, where investors will be able to review the full document.