GERON CORP 8-K

What Happened Geron Corporation announced on January 5, 2026 that it entered into a First Amendment to its November 1, 2024 loan agreement with lenders managed by Pharmakon (BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership) and collateral agent BioPharma Credit PLC. The Amended Loan Agreement remains a 5‑year senior secured term loan facility of up to $250.0 million split into three committed tranches: Tranche A ($125.0M, funded Nov 1, 2024), Tranche B ($75.0M, available at the company’s option subject to conditions) and Tranche C ($50.0M, available upon achieving a specified trailing 12‑month RYTELO™ revenue milestone).

Key Details

• Facility size: up to $250.0 million in three tranches (A $125M; B $75M; C $50M).
• Amendment date: January 5, 2026; extended outside date to request Tranche B and (when available) Tranche C from Dec 31, 2025 to July 30, 2026.
• Makewhole date extended from Nov 1, 2026 to May 1, 2027; prepayment premiums apply: 3% if prepaid before the 3rd anniversary of a tranche’s funding date, 2% between years 3–4, and 1% after year 4 (prior to maturity).
• Except for the changes above, the Loan Agreement terms were unchanged.

Why It Matters The amendment gives Geron more time to decide whether to draw the remaining Tranche B and Tranche C funds, and it delays the date after which prepayment makewhole payments would no longer apply. For investors, this affects the company’s potential liquidity options and the cost of early repayment: the extended deadlines preserve optional access to up to $125M additional financing (B + C) tied to company milestones and conditions, while the extended makewhole date keeps a higher effective cost for prepaying the loans until May 1, 2027.