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Presentation

Operator: Good afternoon. My name is Emma and I will be your conference operator today. At this time, I would like to welcome everyone to the Geron Corporation’s Fourth Quarter and Full Year 2022 Conference Call. Thank you. Aron Feingold, VP of Investor Relations and Corporate Communications. You may begin your conference.

Aron Feingold: Good afternoon, everyone. Welcome to the Geron Corporation fourth quarter and year end 2022 earnings conference call. I am Aron Feingold, Geron’s Vice President of Investor Relations and Corporate Communications. I am joined today by the following members of Geron’s management team, Dr. John Scarlett, Chairman and Chief Executive Officer; Olivia Bloom, Executive Vice President and Chief Financial Officer; Dr. Faye Feller, Executive Vice President and Chief Medical Officer; and Anil Kapur, Executive Vice President of Corporate Strategy and Chief Commercial Officer. Before we begin, please note that during the course of this presentation and question-and-answer session, we will be making forward-looking statements regarding future events, performance, plans, expectations and other projections, including those relating to the therapeutic potential and potential regulatory approval of imetelstat, anticipated clinical and commercial events and related timelines, the sufficiency of Geron’s financial resources and other statements that are not historical fact.

Actual events or results could differ materially. Therefore, I refer you to the discussion under the heading Risk Factors in Geron’s annual report on Form 10-K for the year ended December 31, 2022, which identifies important factors that could cause actual results to differ materially from those contained in the forward-looking statements. Geron undertakes no duty or obligation to update our forward-looking statements. Please refer to the press release and slide deck for today’s call under Events in the Investors & Media section of our website at www.geron.com/investors for our fourth quarter and annual 2022 financial results as well as business updates and expected upcoming key milestones. The agenda for today’s conference call will be as follows.

Chip will provide introductory remarks. Faye will highlight key data from the recent top line results from IMerge Phase 3 and provide a status update on our regulatory plans. She will also discuss our other ongoing development programs. Anil will discuss this year’s planned commercial preparedness activities. Olivia will review fourth quarter and year-end 2022 financial results, financial guidance for 2023 and current capital resources, and Chip will provide concluding remarks before going to the Q&A session. With that, I will turn the call over to Chip. Chip?

John Scarlett: Thanks, Aron. Good afternoon, everyone. Thanks for joining us today. With positive top line results from IMerge Phase 3 in hand, we now have a charted path towards several potentially significant regulatory and commercial catalysts which we expect will further enhance the value of imetelstat. Building on the momentum created by the lower-risk MDS results, we are also advancing our pipeline to expand the potential applications for imetelstat and telomerase inhibition, which we envision will establish Geron as a leader in the treatment of hematologic malignancies. As a first step, in the commercially attractive lower-risk MDS indication, we remain on track to submit the NDA in mid-2023 and to complete the MAA submission in the second half of 2023.

In parallel, we’re preparing for a potential U.S. commercial launch in the first half of 2024 and a potential EU launch by the end of 2024. We recently expanded our capabilities to support the potential commercialization of imetelstat with the hiring of seasoned professionals with deep operational and launch experience. These individuals who will serve on our growing senior commercial leadership team, include experts in trade and channel relations, market access, marketing, medical affairs and sales. We believe that adding these colleagues who are already highly talented employee base, provides the expertise and experience necessary to prepare for the anticipated commercial launch of imetelstat. A key differentiating quality of imetelstat and its novel telomerase inhibition mechanism of action is the potential to modify the course of the underlying hematologic malignancy.

The compelling Phase 3 readout in lower-risk MDS has now added to our robust body of evidence of disease modification. And we believe our other clinical and research programs will further corroborate the potential meaningful clinical benefits with imetelstat treatment. In our second imetelstat Phase 3 trial, IMpactMF, a potential positive overall survival outcome could set the stage for changing the treatment landscape in myelofibrosis. Based on our current planning assumptions for enrollment and event rates, we expect an interim analysis for OS in IMpactMF in 2024. To further assess the potential of imetelstat in other hematologic malignancies, we’re advancing development programs, which evaluate imetelstat in additional indications and in combination regimens.

We expect significant readouts from these programs over the next several years. We have a strong balance sheet to fuel our regulatory, commercial and imetelstat development activities. On the heels of positive top line results from our IMerge Phase 3 study in lower-risk MDS, we raised over $210 million in net proceeds from high-quality strategic investors in early January of this year. Combining our year end cash balance, with the net proceeds from a successful financing in January and the warrant exercise proceeds received in the first 2 months of this year, we accumulated total cash holdings in excess of $445 million. We believe that these capital resources will be sufficient to fund our projected operating requirements through the end of the third quarter of 2025, supporting the achievement of many of the value accreting catalysts we’re pursuing.

In parallel with our continuing preparations to commercialize imetelstat, we continue to consider relationships with potential partners, including exploration of regional and other deal structures of possible mutual interest, which could potentially maximize the value of imetelstat for patients and Geron shareholders. In summary, the commercial preparedness and clinical development activities planned in 2023 as well as potential upcoming catalysts are expected to position Geron to become a leader in the treatment of heme malignancies. Further, our strong financial position and highly capable employee base provides the foundation for Geron to become a fully integrated commercial biotech company over the next 15 months. With that, let me hand the call over to Faye Feller, our Chief Medical Officer.

Faye?

Faye Feller: Thank you, Chip, and good afternoon to everyone on the call. We were thrilled and very proud to report positive top line results from our IMerge Phase 3 study of imetelstat in lower-risk MDS in the beginning of January. On our January conference call, we presented detailed efficacy and safety results, which are available on the IR section of our website under Presentation. Today, I will provide a high-level summary of those results, which we believe confirms a positive overall benefit/risk profile for imetelstat. We saw statistically significant and clinically meaningful improvements in the imetelstat-treated patients compared to the placebo control arm. Specifically, the trial met its primary endpoint of 8-week transfusion independence as well as a secondary 24-week TI endpoint.

We saw substantial increases in both hemoglobin levels and reductions in transfusions. We also saw efficacy across MDS subtypes, including both RS+ and RS- patients and irrespective of baseline transfusion burden or IPSS risk category. The initial clinical and molecular evidence we reported support imetelstat’s potential for MDS disease modification. And the safety results were consistent with prior imetelstat’s clinical experience. The most frequent adverse events were neutropenia and thrombocytopenia, which were manageable and reversible with the majority being resolved in less than 4 weeks. Importantly, any serious clinical consequences from these cytopenias with imetelstat treatment were observed at low rates and were similar to placebo.

We are planning to present and publish additional data and analyses from IMerge throughout 2023 as we have been collaborating with key opinion leaders to prepare these abstracts and discussing the top line results with providers. We have received excellent feedback on the readout as well as acknowledgment on the potential for imetelstat to represent a meaningful treatment advance in lower-risk MDS. Based on these positive top line results from IMerge Phase 3, we continue to execute on our plan to submit an NDA in mid-2023. Since our request for rolling submission was granted, we have submitted the non-clinical module of the NDA this quarter. We remain on track with our plan to submit the remaining modules, including clinical and CMC by mid-year.

Also this quarter, we participated in a standard pre-NDA meeting with the FDA. There were no showstoppers at that meeting, nor comments that change our expected timeline or fundamental strategy for the NDA submission. When we submit the NDA, we plan to request priority review as allowed under our Fast Track designation in lower-risk MDS. If granted, we expect FDA approval of the NDA and the U.S. commercial launch of imetelstat in lower-risk MDS could occur as early as the first quarter of 2024. In addition, the MAA submission is planned by the end of 2023. Typically, the review time for an MAA is up to 14 months. Thus, we expect the timing of potential approval of the MAA by the end of 2024. Please note, going forward, we don’t plan to provide any details relating to regulatory interactions, unless they result in a change to our submission strategy or expected timing.

Moving on to our second Phase 3 clinical program, let me outline our plans in 2023 for relapsed/refractory MF. IMpactMF is the first and only Phase 3 MF trial with overall survival as the primary endpoint. To trigger the interim analysis for this study, death events need to occur in more than 35% of the total planned enrollment of 320 patients. Thus, the timing of the interim analysis depends on the number of enrolled patients as well as the rate at which death events occur. Potentially, the number of events required to conduct the interim analysis for this study could occur before enrollment is complete as these death events will accrue throughout the enrollment period. Using current planning assumptions around enrollment and median OS estimates for each treatment arm, we expect the interim analysis for IMpactMF to occur in 2024.

These analyses are event-driven, and it is uncertain whether actual rates for enrollment and death events will reflect current assumptions. This quarter, we initiated several strategies to increase the rate of site activation and patient enrollment, including recruitment initiatives for patient matching and more engagement with investigators through on-site visits or interactions at medical meetings. We will consider the impact of these initiatives over the next 6 months as well as evaluate the overall rates of enrollment and death events occurring in the study. We expect to provide an update on the projected timing of the interim analysis after that evaluation. If the improvement in OS that was observed in imetelstat-treated patients in our IMbark Phase 2 trial can be confirmed in the Phase 3 IMpactMF trial, and we believe imetelstat will be strongly differentiated from other treatments in MF, currently approved or in development and will likely change the treatment paradigm for relapsed/refractory MF patients.

As a hematologist, I know from personal experience that physicians consider OS as the ultimate measure of benefit for the treatment of their cancer patients. We expect OS would be especially relevant in the case of IMpactMF patients who no longer respond to JAK inhibitors and who, due to their current dismal prognosis and limited treatment options are in desperate need for novel therapy. Beyond our Phase 3 trials, we have several additional programs to potentially expand the treatment applications for imetelstat in hematologic malignancies. In May 2022, we started IMproveMF, a Phase 1 study designed to evaluate the safety and clinical activity of imetelstat in combination with ruxolitinib in patients with frontline MF. This study design was informed by data from preclinical studies, describing the sequential treatment of ruxolitinib followed by imetelstat has a selective inhibitory effect on malignant MF stem cells of the sparring normal hematopoietic stem cells.

For IMproveMF, we aim to determine the safety profile of the combination regimen of ruxolitinib and imetelstat as well as explore any potential for disease-modifying activity in a frontline MF disease setting, similar to what was observed with imetelstat treatment in the Phase 2 IMbark trial in a relapsed/refractory myelofibrosis patient population. Two of the three trial sites for this study are open for patient enrollment the remaining site is expected to open for enrollment in 2023. We also expect to present preliminary data from this study by the end of 2023. Based on preclinical models showing imetelstat prevented expansion of human AML leukemic stem cells and prolonged survival in stem cells, we are also supporting an investigator-led study in relapsed/refractory AML and higher-risk MDS for patients who are already treated with a hypomethylating agent.

As noted on the slide, this study called IMpress, is evaluating imetelstat as a single-agent treatment in this severe disease. The first site is planned to open in 2023. If the initial IMpress data show promise for imetelstat in higher-risk MDS and AML, we expect to support another investigator-led study, evaluating the combination of imetelstat plus other drugs that are part of the standard of care for such patients. Moving on to our preclinical and research programs. This slide provides a snapshot of the status of our lymphoid malignancies and next-generation TI programs. In November 2022, early data was published from the pre-clinical programs in lymphoid malignancies being conducted at MD Anderson Cancer Center. Based on these early results, we are continuing the collaboration to assess the potential therapeutic effect of imetelstat in lymphoid malignancies and expect further data by the end of 2023.

The objective of our discovery program is to identify a lead compound as a potential next-generation oral telomerase inhibitor. We continue to investigate various chemical entities as potential scaffolds. We expect completion of the current discovery effort in 2023, upon which we plan to potentially advance any of these compounds into the next step of discovery research. If successful, these efforts would permit initiation of an IND-enabling non-clinical studies in the future. As I hope you can see the positive topline results in lower-risk MDS have provided an impetus for the next step in imetelstat’s development. We believe continued progress in the other areas I described, such as relapsed/refractory MF, frontline MF, higher-risk MDS and AML, lymphoid malignancies and the discovery of potential next-generation telomerase inhibitors, we will explore how imetelstat and telomerase inhibition may provide potential benefit to many more patients.

With that, I will turn the call over to Anil to describe the planned activities around potential commercial launch of imetelstat. Anil?

Anil Kapur: Thank you, Faye, and good afternoon, everyone. Lower-risk MDS is a highly attractive market with a significant addressable patient population. Given the positive topline results announced earlier this year, we expect imetelstat to be highly differentiated and to be adopted widely in the treatment of lower-risk MDS. We are taking important steps to ensure commercial readiness at launch. As Chip mentioned, we have made multiple senior commercial leadership hires with extensive industry knowledge, launch and operational experience. Now with our leadership team onboarded, we continue to build out the commercial organization in a phased manner with the goal of hiring talent with deep oncology and U.S. market experience.

Our commercial go-to-market strategy revolves around the following fundamental pillars that are focused on successfully transitioning Geron to a commercial stage company and ensuring a successful launch of imetelstat. First, on the product front, in addition to our regulatory activities, we are focused on building a comprehensive and integrated clinical and economic value proposition that conclusively outlines imetelstat’s benefits to providers, clinics, hospital systems and payers. We expect this messaging to highlight imetelstat’s differentiating qualities as seen in the top line results, which include the broad efficacy across MDS subtypes, including both RS+ and RS- patients, the durability of continuous transfusion independence, the totality of clinical benefit, which includes a reduction in transfusion burden and significant increases in hemoglobin levels, the strong evidence of potential disease modification, and what we believe is a favorable benefit risk profile.

Second, we are focused on the long lead time supply chain activities, including state licensing and third-party logistics efforts to facilitate efficient distribution of imetelstat and smooth flow through the U.S. healthcare system. Third, a key focus for us is on broad engagement with a diverse set of stakeholders, including providers, payers and advocacy groups to seek a favorable reimbursement for imetelstat. To engage with and educate providers, our teams have planned extensive presence at global, national and local hematology scientific meetings to raise awareness of the challenges facing patients with lower-risk MDS. We are also extensively engaged with payers and planning submissions of imetelstat data to major societies, including NCCN and ASCO for their consideration for inclusion in guidelines.

In addition, we remain heavily engaged with patient advocacy groups. Fourth, our efforts are also focused on Geron’s organizational evolution to a commercial entity. This effort involves building and expanding the functions and capabilities across Geron, including information technology, human resources, finance and legal to support Geron’s future growth and our commercial ambitions. I look forward to providing updates on commercial activities throughout the year. Now I’ll turn the call over to Olivia for a financial update. Olivia?

Olivia Bloom: Thanks, Anil, and thanks to everyone on the call for joining us today. Please refer to the press release we issued this afternoon, which is available on our website for detailed financial results. As expected, overall operating expenses for the fourth quarter and full year 2022 were higher than the same period in 2021. Total operating expenses for the 3 and 12 months ended December 31, 2022, were $42.1 million and $139.1 million, respectively, compared to $32 million and $115.4 million for the same period in 2021. The increase in research and development expenses primarily reflects higher personnel-related expenses for additional headcount and increased consulting costs related to preparation for topline results and regulatory submissions in lower-risk MDS.

The increase in general and administrative expenses primarily reflects increased costs for commercial preparatory activities, higher personnel-related expenses for additional headcount and our portion of settlement costs related to the class action and derivative lawsuits. For fiscal year 2023, we expect non-GAAP total expenses in the range of approximately $200 million to $210 million. The fiscal year 2023 guidance reflects costs to support planned regulatory submissions in 2023, ongoing clinical trials, IMerge Phase 3, IMpactMF, IMproveMF and IMpress as well as preclinical studies in lymphoid malignancies and discovery research for next-generation telomerase inhibitor, manufacturing commercial inventory for imetelstat, preparation for potential U.S. commercial launch of imetelstat in lower-risk MDS and projected increases in headcount as well as interest payments on outstanding debt.

The fiscal year 2023 financial guidance is based on a set of assumptions. If those assumptions are updated later in the year due to changes in our plans, including in response to potential revised timing of FDA approval and potential U.S. commercial launch of imetelstat in lower-risk MDS, then we plan to update guidance at that time. As of December 31, 2022, we had approximately $173.1 million in cash, cash equivalents, restricted cash and current and non-current marketable securities. On January 10, 2023, we closed our underwritten public offering for net cash proceeds of approximately $213.3 million after deducting the underwriting discounts and other offering expenses. In addition, in January and February 2023, we have received $59.8 million in cash proceeds from the exercise of outstanding warrants.

As a result, we accumulated total cash holdings in excess of $445 million. Based on our current operating plan and our expectations regarding the timing of the submission and potential acceptance and approval of our planned NDA by the FDA and the potential commercialization in the U.S. for the use of imetelstat in adult patients with lower-risk MDS, we believe that our existing capital resources will be sufficient to fund our projected operating requirements through the end of the third quarter of 2025, which includes potential U.S. commercial launch of imetelstat in lower-risk MDS in the first half of 2024. With that, I will now turn the call over to Chip for closing remarks. Chip?

John Scarlett: Thanks Olivia. Geron has made remarkable progress over the last few years and especially in the past six months. We look forward to completing the regulatory approval and commercial launch activities now underway and hopefully, to seeing imetelstat become part of the standard of care in lower-risk MDS. We also expect imetelstat will potentially become part of the standard of care in relapsed/refractory myelofibrosis if the IMpactMF study has a positive readout either at the interim analysis expected in 2024 or at the final analysis expected in 2025. As we transition from a clinical stage to a commercial stage company, we have never been more excited by our vision of Geron becoming a leader in the treatment of hematologic malignancies and in doing so, positively impacting the lives of patients with these diseases. Thank you for your continued interest and support of imetelstat and Geron, and we will be glad to take your questions.

Operator: Your first question today comes from the line of Kalpit Patel with B. Riley. Your line is now open.

Kalpit Patel: Hey. Good afternoon and thanks for taking our questions. Maybe one on the Phase 3 IMpactMF study in the relapsed/refractory myelofibrosis. Can you give us a little more color on how the enrollment is progressing in that trial? Maybe what percentage of patients have actually been enrolled if you have that info available?

John Scarlett: Hey Kalpit, it’s Chip. I think Faye will take most of the clinical questions. Go ahead, Faye.

Faye Feller: Thanks Kal. And as we mentioned in the prepared remarks, we still expect the interim analysis in 2024 based on our current Plan A perception. And we will announce when we have reached 50% enrollment.

Kalpit Patel: Okay. And then maybe a couple on the earlier stage improved MF trial, are you planning to maybe release all of the data from part one in €“ by the end of 2023, I believe you mentioned.

Faye Feller: We are currently focused on continuing to opening sites in accrued patients. We will open the third site by the end of the year and are €“ will present a data readout guidance later on at that time.

Kalpit Patel: Okay. And maybe one more question on that trial. I think the protocol requires, in part one, the use of ruxolitinib for at least 12 weeks prior to enrollment. I guess is that, in any sense, impact how you are viewing the efficacy bar for this trial, this open-label study? I am just trying to get a sense of if it’s fair to make comparisons to historical efficacy with rux?

Faye Feller: Thanks for the question. Really, the purpose of the trial is to assess safety and the lead-in period for the ruxolitinib use is supported by pre-clinical data we have, showing sequential use of ruxolitinib and then imetelstat has the potential for more efficacy. But it also allows us to enroll patients on a stable dose of ruxolitinib. So, that we have a better understanding of any additional toxicities when we add imetelstat and the safety profile once imetelstat is added. So, it’s really meant more for a safety perspective.

Kalpit Patel: Okay. That’s helpful. Thanks very much Faye for taking the questions.

Faye Feller: Thanks Kal.

Operator: Your next question comes from the line of Stephen Willey with Stifel. Your line is now open.

Stephen Willey: Yes. Thanks for taking the questions. Can you talk about the site overlap between IMpactMF and IMerge and just whether or not you have seen any tick-up in enrollment following the positive IMerge data disclosure earlier this year?

Faye Feller: Yes. Thanks for the question. We have seen €“ after the release of the top line results for IMerge, we have seen an increased interest in IMpactMF and in IMproveMF and just general positive feedback regarding both of the studies. In major medical centers, there may be overlap in the sites, but they are €“ both are global studies, and there are plenty of sites for both.

Stephen Willey: Okay. And then can you maybe just provide some additional color around the cadence of incremental IMerge data that we should expect to see over the course of this year? And I guess, should we expect the patient reported outcomes data to be included in the next medical conference presentation?

Faye Feller: Sure. We do plan to present the additional data at medical meetings and also plan to submit the data for publication. So, we do expect to report patient-reported outcomes in the near future.

Stephen Willey: Okay. And then maybe just lastly for Olivia, you provided cash runway guidance through the third quarter of €˜25. Does this guidance assume that the second tranche of warrants are also exercised, I think that these get triggered on the basis of FDA accepting the NDA filing in lower-risk MDS?

Olivia Bloom: Steve, thanks for the question. No. The guidance does not include that. So, it would extend the runway further if those proceeds would be received. So, the guidance to the end of third quarter 2025 is just what is currently on the balance sheet after the financing and after what’s been received so far from exercised warrants.

Stephen Willey: Alright. Great. Thanks for taking the questions.

Operator: Your next question comes from the line of Joel Beatty with Baird. Your line is now open.

Joel Beatty: Thank you for taking the questions. First one is, are you able to share any feedback from FDA on their openness to filing with the priority review?

John Scarlett: Sure, I will take that really quickly, and then Faye can add if she has anything. Joel, it’s Chip. FDA generally does not give any insights. And generally, we should rarely ask regarding insights into priority versus standard review. The answer would almost always be that’s a review issue. As you know, they first have to look at the NDA submission and accept it for filing, and that generally takes 60 days. And then at the time that they accept it for filing if they do, then that’s when they tell us whether we will have a priority or a standard review. All we said about it, that I recall is, that we expect to request a priority review, which is based on our current regulatory designations with Fast Track and so forth. So, that’s pretty much all I know that we can say. Faye, did I leave out anything from your perspective?

Faye Feller: Thanks Chip. That was pretty comprehensive. I don’t have anything to add.

Joel Beatty: Okay. Great. That’s helpful. And then my other question, when you discuss the IMerge Phase 3 data with payers, are there any drugs that come up with comps with regards to the value that’s provided to patients?

John Scarlett: Anil, do you want to address that?

Anil Kapur: Sure. So, the question around the payer feedback is extremely positive. I think the drugs start continue to come up are obviously Reblozyl, Inqovi, but then the lower-risk MDS landscape. But our entire discussions are focused on our value proposition of both the efficacy profile, the totality of benefit and what it would mean for the payers within their value proposition. So, as of right now, these discussions are extremely favorable, and this data is being received well.

Joel Beatty: Great. Thank you.

Operator: Your next question comes from the line of Gil Blum with Needham. Your line is now open.

Gil Blum: Hi everyone. Good afternoon. So, maybe one for Anil. How important do you think long transfusion independence data will be for effective payer coverage? And do you expect longer TIs to matter more to payers, i.e., waiting on additional IMerge data to really have a broader picture? Thank you.

Anil Kapur: Thanks for the question. I think the durability of the TI data is extremely important, both in the U.S. as well as in Europe. This point has repeatedly come up from payers as well as clinicians to showcase the durability of TI. And the most important metric being measured from their perspective is the 24-week TI data. The fact that we have 1 year TI data on top of that, which is pretty unprecedented in this landscape, is extremely favorable to us. And in addition, the totality of benefit in terms of both reductions in transfusion burdens as well as the fact that we go across both subgroups, all of these points are being extremely well received, and we expect it to be in a very favorable position as we move forward towards the launch.

Gil Blum: Thank you. Very helpful. And a quick one for Olivia, it seems like you are going to have quite significant cash burn this year. I mean in my own calculations, I have some of your clinical study costs going away. So, how do you think that this is going to be? Is this mostly OpEx going to SG&A and sales force ramp up? Thank you.

Olivia Bloom: So, Gil thanks. So, it is about a $60 million increase from the €˜22 guidance to where we are in €˜23. And that is driven by a number of categories. So, first, it would be headcount and that’s about 40% of the increase, regulatory submission work and everything that goes along with that for both the U.S. and the EU, that’s another 10%. Commercial manufacturing and building up the inventory of imetelstat, getting ready for potential commercial launch, that’s another 20%. And then in general, other activities related to commercial readiness, which is another 30%. So, I do want to let you know though, that overall, the clinical costs though, still are being maintained in the company because, obviously, we have another Phase 3 trial going on, IMpactMF, as well as the other studies that Faye mentioned.

Gil Blum: Great. Thank you for that. I will jump back in the queue.

Operator: This concludes our Q&A for today. I will now turn the call back to Aron Feingold, for closing remarks.

Aron Feingold: Thanks so much everyone for joining us today. We appreciate you taking the time to listen and participate. We look forward to sharing the achievement of several milestones in the coming year, stay healthy and safe everyone. Bye.

Operator: This concludes today’s conference call. Thank you for attending. You may now disconnect.