Geron Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Geron (Nasdaq: GERN) announced the grant of non-statutory stock options to purchase 2,910,780 shares of common stock as inducements for newly hired employees. The options were granted on May 15, 2024, at an exercise price of $3.90 per share, matching the closing price on the grant date. The options, which have a 10-year term, will vest over four years, starting with 12.5% on the six-month anniversary of employment, followed by equal monthly installments over the next 42 months. These inducements are in line with Nasdaq Listing Rule 5635(c)(4) and Geron's 2018 Inducement Award Plan.

Positive

• Inducement grants of 2,910,780 shares incentivize new hires, potentially attracting top talent.
• Stock options have a 10-year term, allowing long-term alignment with company goals.
• Exercise price matches the market price on the grant date, indicating market-aligned valuations.
• Vesting schedule encourages employee retention over four years.

Negative

• Potential shareholder dilution due to the issuance of 2,910,780 new shares.
• Stock options vest over an extended period, potentially delaying immediate employee motivation.
• Stock price dependency could be a risk if market conditions deteriorate.
• No immediate financial gain for the company from these stock options.

FOSTER CITY, Calif.--(BUSINESS WIRE)-- Geron Corporation (Nasdaq: GERN), a late-stage clinical biopharmaceutical company, today reported that it has granted non-statutory stock options to purchase an aggregate of 2,910,780 shares of Geron common stock as inducements to newly hired employees in connection with commencement of employment with the Company.

The stock options were granted on May 15, 2024, at an exercise price of $3.90 per share, which is equal to the closing price of Geron common stock on the date of grant. The stock options have a 10-year term and vest over four years, with 12.5% of the shares underlying the options vesting on the six-month anniversary of commencement of employment for the respective employees and the remaining shares vesting over the following 42 months in equal installments of whole shares, subject to continued employment with Geron through the applicable vesting dates. All of the stock options were granted as a material inducement to employment in accordance with Nasdaq Listing Rule 5635(c)(4) and are subject to the terms and conditions of the stock option agreements covering the grants and Geron’s 2018 Inducement Award Plan, which was adopted December 14, 2018, and provides for the granting of stock options to new employees.

About Geron

Geron is a late-stage clinical biopharmaceutical company pursuing therapies with the potential to extend and enrich the lives of patients living with hematologic malignancies. Our first-in-class investigational telomerase inhibitor, imetelstat, harnesses Nobel Prize-winning science in a treatment that may alter the underlying drivers of disease. The New Drug Application (NDA) for imetelstat for the treatment of transfusion dependent anemia in adult patients with lower risk myelodysplastic syndromes (LR MDS) who have failed to respond or have lost response to or are ineligible for erythropoiesis-stimulating agents (ESAs), based on the results from the Phase 3 IMerge clinical trial, is currently under review by the United States Food and Drug Administration (FDA) with a Prescription Drug User Fee Act (PDUFA) target action date of June 16, 2024. In addition, an MAA is under review in the European Union for the same proposed indication. Furthermore, Geron currently has an ongoing pivotal Phase 3 clinical trial evaluating imetelstat in relapsed/refractory myelofibrosis (MF). To learn more, visit www.geron.com or follow us on LinkedIn.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240516217789/en/

Aron Feingold

Vice President, Investor Relations and Corporate Communications

Kristen Kelleher

Associate Director, Investor Relations and Corporate Communications

investor@geron.com

media@geron.com

Source: Geron Corporation

FAQ

What was the exercise price for Geron's inducement stock options granted on May 15, 2024?

The exercise price was $3.90 per share, equal to the closing price on the grant date.

How many shares were granted by Geron as inducement stock options?

Geron granted non-statutory stock options to purchase 2,910,780 shares of common stock.

What is the vesting period for Geron's inducement stock options?

The stock options vest over four years, with 12.5% vesting six months after employment begins and the rest in equal monthly installments over 42 months.

Under which Nasdaq rule were Geron's inducement stock options granted?

The stock options were granted in accordance with Nasdaq Listing Rule 5635(c)(4).

What is the term duration for the stock options granted by Geron on May 15, 2024?

The stock options have a 10-year term.