Geron Corporation reports Soleus Capital Master Fund, L.P. and affiliated filing of 41,508,659 shares of Common Stock. The filing states these shares represent 6.5% of the class, using 641,520,974 shares outstanding as of May 1, 2026. The ownership is reported as shared voting and dispositive power across Soleus entities and Guy Levy.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:41,508,659 sharesPercent of class:6.5%Shares outstanding used:641,520,974 shares
3 metrics
Shares beneficially owned41,508,659 sharesAmount reported as beneficially owned by Soleus Master Fund and affiliates
Percent of class6.5%Calculated using shares outstanding as of May 1, 2026
Shares outstanding used641,520,974 sharesOutstanding common stock as of <date>May 1, 2026</date> per Form 10-Q cover
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
beneficial ownershipregulatory
"Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 13(d)regulatory
"for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
GERON CORPORATION
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
374163103
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
374163103
1
Names of Reporting Persons
Soleus Capital Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,508,659.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,508,659.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,508,659.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, Soleus Capital Management, L.P. ("SCM") is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 641,520,974 shares of the common stock of Geron Corporation (the "Issuer") outstanding as of May 1, 2026, as reported on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 6, 2026 (the "Form 10-Q").
SCHEDULE 13G
CUSIP Number(s):
374163103
1
Names of Reporting Persons
Soleus Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,508,659.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,508,659.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,508,659.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 641,520,974 shares of the common stock of the Issuer outstanding as of May 1, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
374163103
1
Names of Reporting Persons
Soleus Capital Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,508,659.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,508,659.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,508,659.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 641,520,974 shares of the common stock of the Issuer outstanding as of May 1, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
374163103
1
Names of Reporting Persons
Soleus Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,508,659.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,508,659.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,508,659.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 641,520,974 shares of the common stock of the Issuer outstanding as of May 1, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
374163103
1
Names of Reporting Persons
Soleus GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,508,659.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,508,659.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,508,659.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 641,520,974 shares of the common stock of the Issuer outstanding as of May 1, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
374163103
1
Names of Reporting Persons
Guy Levy
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
41,508,659.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
41,508,659.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,508,659.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons \s the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 641,520,974 shares of the common stock of the Issuer outstanding as of May 1, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GERON CORPORATION
(b)
Address of issuer's principal executive offices:
919 East Hillsdale Blvd., Suite 250, Foster City, CA 94404
Item 2.
(a)
Name of person filing:
Soleus Capital Master Fund, L.P. Soleus Capital, LLC Soleus Capital Group, LLC Soleus Capital Management, L.P. Soleus GP, LLC Guy Levy
(b)
Address or principal business office or, if none, residence:
Soleus Capital Master Fund, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830 Soleus Capital, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830 Soleus Capital Group, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830 Soleus Capital Management, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830 Soleus GP, LLC, 100 Field Point Road, Suite 200, Greenwich, CT 06830 Guy Levy, c/o Soleus Capital Management, L.P., 100 Field Point Road, Suite 200, Greenwich, CT 06830
(c)
Citizenship:
Soleus Capital Master Fund, L.P. - Cayman Islands Soleus Capital, LLC - Delaware Soleus Capital Group, LLC - Delaware Soleus Capital Management, L.P. - Delaware Soleus GP, LLC - Delaware Guy Levy - United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
374163103
Item 4.
Ownership
(a)
Amount beneficially owned:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including
the footnotes thereto, is hereby incorporated by reference. 41,508,659
(b)
Percent of class:
6.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
41,508,659
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
41,508,659
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Soleus Capital Master Fund, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member of the Managing Member of the General Partner of Soleus Capital Master Fund, L.P.
Date:
05/08/2026
Soleus Capital, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member of the Managing Member of Soleus Capital, LLC
Date:
05/08/2026
Soleus Capital Group, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member
Date:
05/08/2026
Soleus Capital Management, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member of the General Partner of Soleus Capital Management, L.P.
How many Geron (GERN) shares does Soleus Capital report owning?
Soleus reports owning 41,508,659 shares. The Schedule 13G/A lists this amount as held directly by Soleus Capital Master Fund, L.P., with shared voting and dispositive power attributed to affiliated Soleus entities and Guy Levy.
What percentage of Geron (GERN) common stock does 41,508,659 shares represent?
The filing states 6.5% of the class. That percentage is calculated using 641,520,974 shares outstanding as of May 1, 2026, per the company's Form 10-Q cover cited in the footnote.
Which entities and person are named in the Soleus Schedule 13G/A for GERN?
Named filers: Soleus Capital Master Fund, L.P.; Soleus Capital, LLC; Soleus Capital Group, LLC; Soleus Capital Management, L.P.; Soleus GP, LLC; and Guy Levy. Footnotes describe the ownership chain and disclaimer language about beneficial ownership.
Does the filing show sole or shared voting power over the reported shares?
The filing reports 0 sole voting power and 41,508,659 shared voting power. It likewise reports 0 sole dispositive power and 41,508,659 shared dispositive power, attributing those shared rights across the Soleus entities and Guy Levy.
What date is used to calculate the ownership percentage in the Soleus 13G/A?
Percentage is based on shares outstanding as of May 1, 2026. The filing cites 641,520,974 common shares outstanding from Geron's Form 10-Q cover for the quarter ended March 31, 2026.
