Deep Track group discloses 43M-share (6.75%) holding in Geron

Rhea-AI Filing Summary

Deep Track Capital, Deep Track Biotechnology Master Fund and David Kroin jointly report beneficial ownership of 43,000,000 shares of Geron Corp common stock, equal to 6.75% of the outstanding class. The filing shows the reporting persons hold shared voting and shared dispositive power and report no sole voting or dispositive power.

The ownership percentage is calculated using 636,917,758 shares outstanding per Geron's 10-Q; the filers certify the shares were not acquired to change or influence control and include a joint filing statement assigning responsibility for future amendments.

Positive

• Reporting persons disclose a material position of 43,000,000 shares, representing 6.75% of Geron common stock, which is a clear, market-relevant disclosure.
• Filing on Schedule 13G with an explicit certification that the shares were not acquired to change or influence control indicates a passive intent under the filing rules.
• The joint filing statement and exhibit reference the issuer's 10-Q outstanding share count (636,917,758), providing a transparent basis for the percentage calculation.

Negative

• None.

Insights

Financial Analyst

TL;DR: A material passive stake of 6.75% disclosed; indicates meaningful investor interest while the Schedule 13G signals no intent to seek control.

The reporting group owns 43,000,000 shares, representing 6.75% of the class based on the issuer's reported outstanding shares. That exceeds a common 5% materiality threshold and therefore is market-relevant. Filing on Schedule 13G and the certification that the stake was not acquired to change control point to a passive investment posture, reducing immediate governance risk while still creating a sizable economic position that investors and analysts will monitor.

Corporate Governance Expert

TL;DR: Joint filing with shared voting power is governance-relevant; passive classification lowers immediate activist concerns but warrants monitoring.

The document shows shared voting and dispositive power across Deep Track entities and David Kroin, with zero sole powers. The cover information lists reporting-person types (e.g., IA, OO for Deep Track Capital; CO for the fund; HC, IN for Mr. Kroin), clarifying roles. The joint filing statement assigns amendment responsibility among the filers and the Schedule 13G certification states the holdings were not acquired to effect control, which frames this as disclosure of a significant passive stake rather than an explicit governance challenge.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Geron Corp

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

374163103

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 374163103

1

Names of Reporting Persons

Deep Track Capital, LP

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 43,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 43,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

43,000,000.00

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)

6.75 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 374163103

1

Names of Reporting Persons

Deep Track Biotechnology Master Fund, Ltd.

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 43,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 43,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

43,000,000.00

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)

6.75 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 374163103

1

Names of Reporting Persons

David Kroin

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 43,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 43,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

43,000,000.00

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)

6.75 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Geron Corp
(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: (i) Deep Track Capital, LP (ii) Deep Track Biotechnology Master Fund, Ltd. (iii) David Kroin
(b)	Address or principal business office or, if none, residence: (i) 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830 (ii) c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands (iii) c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830
(c)	Citizenship: (i) Delaware (ii) Cayman Islands (iii) United States
(d)	Title of class of securities: Common Stock, $0.001 par value
(e)	CUSIP No.: 374163103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 43,000,000
(b)	Percent of class: 6.75%
(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: 43,000,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 43,000,000
Item 5.	Ownership of 5 Percent or Less of a Class.
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
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.

Deep Track Capital, LP

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:	08/14/2025

Deep Track Biotechnology Master Fund, Ltd.

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Director
Date:	08/14/2025

David Kroin

Signature:	/s/ David Kroin
Name/Title:	David Kroin
Date:	08/14/2025

Exhibit Information

Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of August 14, 2025 is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person. The amount beneficially owned by each Reporting Person is determined based on 636,917,758 Common Stock outstanding as of May 2, 2025, according to the issuer's 10-Q filed with the SEC on May 7, 2025. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Deep Track Capital, LP By: /s/ David Kroin David Kroin, Managing Member of the General Partner of the Investment Adviser Deep Track Biotechnology Master Fund, Ltd. By: /s/ David Kroin David Kroin, Director David Kroin By: /s/ David Kroin David Kroin

FAQ

Who filed the Schedule 13G/A for Geron (GERN)?

The filing was made jointly by Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin.

How many Geron (GERN) shares does the reporting group beneficially own and what percent is that?

The reporting persons beneficially own 43,000,000 shares, representing 6.75% of the outstanding common stock.

What voting and dispositive power do the filers report for their Geron shares?

The filers report no sole voting or dispositive power and 43,000,000 shares of shared voting and shared dispositive power.

On what basis was the 6.75% ownership percentage calculated?

The percentage was calculated using 636,917,758 shares outstanding as reported in Geron's 10-Q referenced in the exhibit information.

Does the filing indicate activist intent to change control at Geron (GERN)?

No. The filing includes a certification that the securities were not acquired to change or influence control and was submitted on Schedule 13G, which typically reflects passive holdings.