Karyopharm Therapeutics Inc.

02/13/2026 | Press release | Distributed by Public on 02/13/2026 05:04

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is meant to provide material information relevant to an assessment of the financial condition and results of operations of our company, including an evaluation of the amounts and uncertainties of cash flows from operations and from outside resources, so as to allow investors to better view our company from management's perspective. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this report. Some of the information contained in this discussion and analysis and set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the section entitled "Risk Factors" in Part I - Item 1A of this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a commercial-stage pharmaceutical company pioneering novel cancer therapies and dedicated to the discovery, development and commercialization of first-in-class drugs directed against nuclear export for the treatment of cancer. Our scientific expertise is based upon an understanding of the regulation of intracellular communication between the nucleus and the cytoplasm. We have discovered and are developing and commercializing novel, small molecule XPO1 inhibitor compounds that inhibit the nuclear export protein exportin 1 ("XPO1"). These compounds represent a new class of drug candidates with a novel mechanism of action that have the potential to treat a variety of diseases with high unmet medical need. Our lead asset, XPOVIO®(selinexor), was the first oral XPO1 inhibitor to receive marketing approval, receiving its initial U.S. approval from the U.S. Food and Drug Administration in July 2019, and is currently approved and marketed in the U.S. for the following indications:

In combination with bortezomib and dexamethasone for the treatment of adult patients with multiple myeloma who have received at least one prior therapy. Approval in this indication was based on the results from the BOSTON (Bortezomib, Selinexor and Dexamethasone) trial;
In combination with dexamethasone for the treatment of adult patients with relapsed or refractory multiple myeloma who have received at least four prior therapies and whose disease is refractory to at least two proteasome inhibitors, at least two immunomodulatory agents, and an anti-CD38 monoclonal antibody. Approval in this indication was based on the results from the STORM (Selinexor Treatment of Refractory Myeloma) trial; and
For the treatment of adult patients with relapsed or refractory diffuse large B-cell lymphoma ("DLBCL"), not otherwise specified, including DLBCL arising from follicular lymphoma, after at least two lines of systemic therapy. This indication was approved under accelerated approval based on response rate and was based on the results from the SADAL (Selinexor Against Diffuse Aggressive Lymphoma) trial. Continued approval for this indication may be contingent upon verification and description of clinical benefit in a confirmatory trial.

Our primary focus is on marketing XPOVIO in its currently approved indications as well as developing and seeking regulatory approval of selinexor as an oral agent targeting multiple high unmet need cancer indications, including our lead clinical programs in myelofibrosis and endometrial cancer and our other late-stage clinical program in multiple myeloma. Depending on the data in our Phase 3 myelofibrosis and/or endometrial cancer programs and the availability of capital resources, we plan to explore opportunities to develop our leading next-generation XPO1 inhibitor, eltanexor, in additional myeloproliferative neoplasms and TP53 wild-type tumors.

The commercialization of XPOVIO in the U.S. is currently supported by sales representatives, nurse liaisons, and a market access team, as well as KaryForward®, an extensive patient and healthcare provider support program. Our commercial efforts are also supplemented by patient support initiatives coordinated by our dedicated network of participating specialty pharmacy providers.

The commercialization of XPOVIO and NEXPOVIO®(selinexor) (the brand name for selinexor in Europe and the United Kingdom) outside of the U.S. is managed by our partners in their respective territories. XPOVIO/NEXPOVIO has received regulatory approvals in various indications in 50 territories and countries outside the U.S. and is commercially available in a growing number of countries as our partners continue to secure reimbursement approvals.

In September 2025, we completed enrollment in our ongoing Phase 3 clinical trial to evaluate the efficacy and safety of once-weekly selinexor in combination with ruxolitinib versus placebo plus ruxolitinib in JAK2 inhibitor ("JAKi")-naive myelofibrosis patients (the "SENTRY Trial"). We expect to report top-line data from the SENTRY Trial in March 2026. We continue to enroll JAKi-naïve myelofibrosis patients in the Phase 2 clinical trial to evaluate the safety and efficacy of selinexor as a monotherapy in patients with JAKi-naïve myelofibrosis with moderate thrombocytopenia (the "SENTRY-2 Trial"). The protocol, as amended in 2025,

includes patients with platelet counts above 50,000 per microliter. We expect to report top-line data from all patients in the 60 mg cohort with at least 24 weeks of follow-up in the second half of 2026.

We are continuing to enroll patients in a global, Phase 3, randomized, double-blind trial evaluating selinexor as a maintenance-only therapy following systemic therapy in patients with TP53wild-type advanced or recurrent endometrial cancer (the "XPORT-EC-042 Trial"). We expect to report top-line data from this event-driven trial in mid-2026.

In October 2025, we entered into a series of transactions with our term loan lenders, holders of our outstanding convertible notes and other investors to provide financial flexibility, additional working capital and equitize maturing notes (collectively, the "Financing Transactions"). The Financing Transactions included the following key components: (i) $27.5 million in new term loan borrowings and new convertible debt; (ii) $25.4 million of near-term deferrals of interest and royalty payments; (iii) a temporary reduction of $15.0 million in our minimum liquidity covenant; (iv) an exchange of $15.0 million aggregate principal amount of our convertible notes due 2029 for shares of common stock; (v) an exchange of $24.3 million aggregate principal amount of our convertible notes due October 15, 2025 for shares of our common stock and warrants to purchase shares of our common stock; and (vi) a private placement of shares of our common stock and warrants to purchase shares of our common stock for gross proceeds of approximately $8.8 million. In connection with the Financing Transactions, we issued an aggregate of 7,223,982 shares of common stock, pre-funded warrants to purchase an aggregate of 2,913,136 shares of common stock, and warrants to purchase an aggregate of 5,918,358 shares of common stock with an exercise price of $6.64 per share. In addition, we reduced the exercise price of outstanding warrants to purchase 3,068,417 shares from $16.50 to $6.64 per share.

Following consummation of the Financing Transactions, we had $116.5 million outstanding under our senior secured term loan with a maturity date in May 2028 (the "Amended Term Loan"), $15.0 million aggregate principal amount of 9.00% senior secured convertible notes due October 2028, $103.5 million aggregate principal amount of 9.00% senior secured convertible notes due May 2029, and $116.2 million of maximum remaining payments payable under our revenue interest financing agreement.

As of December 31, 2025, we had an accumulated deficit of $1.8 billion. We had net losses of $196.0 million, $76.4 million, and $143.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. We recognized total revenue of $146.1 million in 2025, including $114.9 million of XPOVIO net product revenue and $31.2 million of license revenue. License revenue included $15.0 million of revenue for the reimbursement of development related expenses from the Menarini Group ("Menarini"). As of December 31, 2025, we had $63.7 million in cash, cash equivalents and investments. Based on our current business plan and current capital resources, combined with the uncertainty regarding the availability of additional funding or other strategic alternatives and considering our debt service obligations and financial covenant to maintain minimum liquidity, we have concluded that there is substantial doubt regarding our ability to continue as a going concern within one year after the date the accompanying consolidated financial statements are issued. See "Liquidity, Capital Resources, and Going Concern" below for a further discussion of our liquidity and the conditions that raise substantial doubt regarding our ability to continue as a going concern.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. We believe that the estimates and assumptions involved in the accounting policies described below may have the greatest potential impact on our consolidated financial statements and, therefore, consider these to be our critical accounting estimates. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions and conditions. See Note 2, "Summary of Significant Accounting Policies",to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K for information about our significant accounting policies.

Product Revenue Reserves

We recognize product revenue, net of variable consideration related to certain allowances and accruals, when the customer takes control of the product, which is upon delivery to the customer. Revenue from product sales is recorded at the net sales price, which includes estimates of variable consideration for which reserves are reported. These reserves are based on the amounts earned, or to be claimed on the related sales, and are generally classified as reductions of accounts receivable (if the amount is payable to the customer) or a current or long-term liability (if the amount is payable to a party other than a customer). Certain amounts are known at the time of sale based on contractual terms and are recorded pursuant to the most likely amount method, which is the single most likely amount in a range of possible considerations. Other amounts are estimated pursuant to the expected value method, which is the

sum of probability-weighted amounts in a range of possible consideration amounts. Relevant factors used in the expected value method include: current contractual and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns. These reserves reflect our best estimates of the variable consideration based on the terms of the respective underlying contracts.

The estimates for our product revenue allowances and accruals are most significantly affected by chargebacks, which are contractual commitments to provide products to qualified healthcare entities at prices lower than the list prices charged to our customers who purchase XPOVIO directly from us, and rebates that represent discount obligations under government programs, including Medicaid, Medicare, Tricare, the Department of Veterans Affairs, the Department of Defense, and others.

A 10% increase or decrease in these estimates would impact net product revenue by a corresponding increase or decrease of approximately $4.0 million.

License Agreements

We generate revenue from license or similar agreements with pharmaceutical companies for the development and commercialization of certain of our products and product candidates.

At contract inception, we evaluate all goods or services in the agreement to determine if they are distinct. If they are not distinct, they are combined with other promised goods or services to create a bundle of promised goods or services that are distinct. Distinct goods or services and distinct bundles of goods or services are considered performance obligations. Optional future services where any additional consideration paid to us reflects their standalone selling prices do not provide the customer with a material right and, therefore, are not considered performance obligations. Optional future services that are priced in a manner which provides the customer with a significant or incremental discount are considered performance obligations because they provide the customer with a material right.

We utilize judgment to estimate the transaction price at contract inception. We evaluate contingent milestones to determine if they should be included in the transaction price using the most likely amount method. Milestone payments that are not within our control, such as regulatory approvals, are not considered likely of being achieved until those approvals are received and are excluded from the transaction price using the most likely amount method. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which we recognize revenue as or when the performance obligations are satisfied. At the end of each reporting period, we re-evaluate our estimate of the transaction price including the probability of achieving milestone payments that may not be subject to a material reversal and adjust the transaction price if necessary. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license and other revenue in the period of adjustment.

Accrued Research and Development Costs

We estimate our accrued research and development costs by reviewing quotes and contracts, identifying services that have been performed on our behalf, and estimating the associated cost incurred for services performed when we have not yet been invoiced or otherwise notified of the actual cost. Most of our service providers invoice us monthly in arrears for services performed or when contractual milestones are met. We make estimates of our accrued research and development costs at each balance sheet date in our financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary. The significant estimates in our accrued research and development costs include fees incurred with contract research organizations ("CROs") in connection with research and development activities, as well as fees to be paid to investigative sites in connection with clinical studies, for which we have not yet been invoiced.

We base our expenses related to CROs on our estimates of the services performed and efforts expended pursuant to quotes and contracts with CROs that conduct research and development activities on our behalf. The payment terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to our service providers will exceed the level of services performed and result in a prepayment. In accruing service fees, we estimate the time period over which the services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimates, we adjust the accrual or prepayment accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, if our estimates of the status and timing of services performed differ from the actual status and timing of services performed, it could result in us reporting amounts that are too high or too low in any particular period. To date, our estimates have not been materially different than amounts actually incurred.

Financing Transactions

Our estimated value of the gain or loss on extinguishment of debt, the embedded derivatives in our convertible notes and the liability-classified common stock warrants on our consolidated balance sheets were valued using methodologies that incorporate certain unobservable inputs including (i) the volatility of our common stock price, (ii) our estimated credit spread and (iii) an estimate of when the warrants will be exercised based on an option pricing model. See the notes to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Results of Operations

The following table summarizes our results of operations (in thousands, except for percentages):

For the Years Ended December 31,

2025

2024

$ Change

% Change

Product revenue, net

$

114,857

$

112,806

$

2,051

2

%

License and other revenue

31,210

32,431

(1,221

)

(4

)%

Total revenue

146,067

145,237

830

1

%

Operating expenses:

Cost of sales

5,949

6,007

(58

)

(1

)%

Research and development

125,617

143,232

(17,615

)

(12

)%

Selling, general and administrative

105,208

115,441

(10,233

)

(9

)%

Loss from operations

(90,707

)

(119,443

)

28,736

(24

)%

Other (expense) income, net

(105,289

)

43,078

(148,367

)

(>100)%

Loss before income taxes

(195,996

)

(76,365

)

(119,631

)

>100%

Income tax provision

(43

)

(57

)

14

(25

)%

Net loss

$

(196,039

)

$

(76,422

)

$

(119,617

)

>100%

Product Revenue, net (in thousands, except for percentages)

For the Years Ended December 31,

2025

2024

$ Change

% Change

Product revenue, net

$

114,857

$

112,806

$

2,051

2

%

To date, our only source of product revenue has been from the U.S. sales of XPOVIO. Net product revenue from U.S. commercial sales of XPOVIO for the year ended December 31, 2025 increased by $2.1 million compared to the year ended December 31, 2024, primarily due to higher net price year over year. Gross-to-net adjustments remained relatively consistent year over year and reflected lower 340B chargeback discounts in 2025, which were offset by higher Medicare Inflation Rebate charges and an increase to the product returns reserve.

License and Other Revenue (in thousands, except for percentages)

For the Years Ended December 31,

2025

2024

$ Change

% Change

Menarini

$

28,308

$

28,014

$

294

1

%

Antengene

2,330

1,680

650

39

%

Other

572

2,737

(2,165

)

(79

)%

Total license and other revenue

$

31,210

$

32,431

$

(1,221

)

(4

)%

License and other revenue for the year ended December 31, 2025 decreased by $1.2 million as compared to the year ended December 31, 2024 primarily due to a decrease in milestone-related revenue from our other license agreements. The license agreements with Menarini and Antengene Therapeutics Limited ("Antengene") are each defined and described in Note 5, "License Agreements", to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K.

We expect license and other revenue to decrease as a result of the expiration of Menarini's reimbursement of development-related expenses, which had previously provided up to $15.0 million in other revenue annually.

Operating Expenses (in thousands, except for percentages)

For the Years Ended December 31,

2025

2024

$ Change

% Change

Cost of sales

$

5,949

$

6,007

$

(58

)

(1

)%

Research and development

125,617

143,232

(17,615

)

(12

)%

Selling, general and administrative

105,208

115,441

(10,233

)

(9

)%

Total operating expenses

$

236,774

$

264,680

$

(27,906

)

(11

)%

Cost of Sales

Cost of sales for the year ended December 31, 2025 was relatively consistent with the year ended December 31, 2024.

Research and Development Expenses (in thousands, except for percentages)

For the Years Ended December 31,

2025

2024

$ Change

% Change

Clinical trial and related costs:

Selinexor in myelofibrosis

$

37,054

$

32,093

$

4,961

15

%

Selinexor in multiple myeloma

8,657

17,320

(8,663

)

(50

)%

Selinexor in endometrial cancer

16,589

15,444

1,145

7

%

Other programs

1,950

3,102

(1,152

)

(37

)%

Non-program specific clinical trial and related costs

6,176

7,522

(1,346

)

(18

)%

Total clinical trial and related costs

70,426

75,481

(5,055

)

(7

)%

Unallocated costs:

Personnel

35,325

44,252

(8,927

)

(20

)%

Consulting, professional and other

15,768

18,658

(2,890

)

(15

)%

Stock-based compensation

4,098

4,841

(743

)

(15

)%

Total unallocated costs

55,191

67,751

(12,560

)

(19

)%

Total research and development expenses

$

125,617

$

143,232

$

(17,615

)

(12

)%

At any one time, we have a number of ongoing clinical development programs that we are conducting independently or in collaboration with third parties. We track our external clinical trial and related costs on a program-by-program basis. Our major programs include our lead clinical programs in myelofibrosis and endometrial cancer and our other late-stage clinical program in multiple myeloma. To the extent that external clinical trial and related costs are not attributable to a major program, they are included in "Other programs" and to the extent external clinical trial and related costs cannot be allocated to a specific program, they are included in "Non-program specific clinical trial and related costs." We also have unallocated research and development costs, which we do not track on a program-by-program basis. These costs represent expenses incurred across multiple programs or to support our general research and development operations.

Research and development expenses for the year ended December 31, 2025 decreased by $17.6 million as compared to the year ended December 31, 2024, primarily due to lower personnel and stock-based compensation costs and reduced clinical trial spending. Personnel and stock-based compensation costs decreased by $9.7 million as a result of lower headcount and reduced contractor utilization following previously implemented cost reduction initiatives. In addition, clinical trial and related costs for selinexor in multiple myeloma decreased by $8.7 million, reflecting the reduced scope of our Phase 3 trial, including lower comparator drug expenses. These decreases were partially offset by a $5.0 million increase in clinical trial and related costs for selinexor in myelofibrosis, primarily driven by increased trial activity and higher patient enrollment.

We expect our research and development expenses to increase as we continue to support our ongoing Phase 3 trials as they progress from the enrollment phase to the maintenance phase. In the event of positive top-line data in any of our trials, we would expect to incur incremental costs primarily associated with regulatory filings.

Selling, General and Administrative Expenses (in thousands, except for percentages)

For the Years Ended December 31,

2025

2024

$ Change

% Change

Personnel costs

$

51,535

$

57,711

$

(6,176

)

(11

)%

Consulting, professional and other costs

43,864

44,371

(507

)

(1

)%

Stock-based compensation

9,809

13,359

(3,550

)

(27

)%

Total selling, general and administrative expenses

$

105,208

$

115,441

$

(10,233

)

(9

)%

Selling, general and administrative expenses for the year ended December 31, 2025 decreased by $10.2 million as compared to the year ended December 31, 2024, primarily due to reductions in personnel-related costs. Personnel costs decreased by $6.2 million and stock-based compensation decreased by $3.6 million, reflecting lower headcount resulting from our ongoing cost reduction initiatives. Consulting, professional and other costs remained relatively consistent year over year, as increases in professional fees, primarily legal fees, were more than offset by cost reduction measures in other areas, including marketing agencies and other commercial spend.

We expect selling, general and administrative expenses to remain relatively consistent. In the event of positive top-line data in any of our trials, we would expect to incur incremental costs related to launch preparation.

Other Income (Expense), net (in thousands, except for percentages)

For the Years Ended December 31,

2025

2024

$ Change

% Change

Interest expense

$

(45,849

)

$

(37,422

)

$

(8,427

)

23

%

Interest income

2,773

7,400

(4,627

)

(63

)%

(Loss) gain on extinguishment of debt

(62,365

)

44,702

(107,067

)

(>100)%

Other income, net

152

28,398

(28,246

)

(99

)%

Total other (expense) income, net

$

(105,289

)

$

43,078

$

(148,367

)

(>100)%

Total other (expense) income, net for the year ended December 31, 2025 increased by $148.4 million compared to the year ended December 31, 2024. The increase was driven primarily by a $107.1 million increase in the loss on extinguishment of debt, reflecting a $62.4 million loss recorded in 2025 related to the Financing Transactions, compared to a $44.7 million gain recorded in 2024 from a separate refinancing transaction. In addition, other income, net decreased by $28.2 million, primarily due to non-cash remeasurement of embedded derivatives and liability-classified common stock warrants. Interest expense increased by $8.4 million, primarily due to debt issuances in 2024 and 2025 and higher interest rates on our debt following the Financing Transactions. Lastly, interest income decreased by $4.6 million due to lower investment balances in 2025 compared to 2024.

We expect total other (expense) income, net to decrease, primarily due to the debt extinguishment recorded in 2025 in connection with the Financing Transactions. We also expect interest expense to increase as a result of higher debt balances and interest rates in 2026 following the Financing Transactions. The future impact of remeasurements of embedded derivatives and liability-classified common stock warrants will depend on a variety of factors, including movements in our stock price, and cannot be forecasted.

Results of Operations - Years Ended December 31, 2024 and 2023

Discussion and analysis of the results of operations for the year ended December 31, 2024 as compared to the results of operations for the year ended December 31, 2023 is included under the heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 19, 2025 ("2024 Form 10-K").

Liquidity, Capital Resources and Going Concern

Cash flows

We have historically financed our operations primarily through a combination of proceeds from (i) product revenue sales; (ii) public and private placements of equity securities; (iii) the issuance of convertible debt; (iv) a term loan; (v) our deferred royalty obligation; (vi) at the market offerings; and (vii) business development activities. As of December 31, 2025, our principal source of

liquidity was $63.7 million of cash, cash equivalents and investments. We have had recurring losses since inception and incurred an operating loss of $90.7 million for the year ended December 31, 2025.

We anticipate that we will continue to incur significant operating losses in the foreseeable future. Based on our current business plan and current capital resources, combined with the uncertainty regarding the availability of additional funding or other strategic transactions and considering our debt service obligations and financial covenant to maintain minimum liquidity, we have concluded that there is substantial doubt regarding our ability to continue as a going concern within one year after the date the accompanying consolidated financial statements are issued. We expect that our existing liquidity, including cash, cash equivalents and investments as of December 31, 2025 as well as cash flow from net product revenue and license and other revenue, will enable us to fund our current operating plans into the second quarter of 2026. See "Liquidity, Capital Resources and Going Concern - Funding Requirements" below and Note 1 "Organization and Operations" to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K for a further discussion of our liquidity and the conditions that raise substantial doubt regarding our ability to continue as a going concern.

The following table provides information regarding our cash flows (in thousands):

For the Years Ended December 31,

2025

2024

$ Change

% Change

Net cash used in operating activities

$

(75,369

)

$

(127,486

)

$

52,117

(41

)%

Net cash provided by investing activities

43,378

95,473

(52,095

)

(55

)%

Net cash provided by financing activities

30,048

41,646

(11,598

)

(28

)%

Effect of exchange rates on cash, cash equivalents and restricted cash

20

(11

)

31

(>100)%

Net (decrease) increase in cash, cash equivalents and restricted cash

$

(1,923

)

$

9,622

$

(11,545

)

(>100)%

Net Cash Used in Operating Activities

Net cash used in operating activities decreased by $52.1 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily driven by lower cash disbursements resulting from reduced operating expenses and the deferral of cash interest and royalty payments associated with the Financing Transactions.

Net Cash Provided by Investing Activities

Net cash provided by investing activities decreased by $52.1 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. Proceeds from the maturities of investments decreased by $111.1 million, partially offset by a $58.8 million decrease in purchases of investments, reflecting liquidity needs to fund our operations.

Net Cash Provided by Financing Activities

Net cash provided by financing activities decreased by $11.6 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily driven by lower net proceeds from debt and equity financing in 2025 compared to 2024.

A discussion of changes in our financial condition for the year ended December 31, 2024 as compared to the year ended December 31, 2023 is included under the heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2024 Form 10-K.

Sources of Liquidity

In October 2025, we entered into a securities purchase agreement with certain institutional investors to which we issued and sold, in a private placement, an aggregate of (i) 1,487,917 shares of common stock at a price per share of $5.88 and (ii) accompanying warrants to purchase 1,317,771 shares of common stock at an exercise price of $6.64 per share. We received aggregate gross proceeds of approximately $8.8 million.

In October 2025, we entered into a note purchase agreement pursuant to which issued and sold, in a private placement, $15.0 million aggregate principal amount of new 9.00% senior secured convertible notes due 2028 (the "2028 Notes") to certain holders of our existing 6.00% senior secured convertible notes due 2029. The 2028 Notes are senior secured second-lien obligations and bear

interest at a rate of 9.00% per year payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, beginning on December 31, 2025. Interest will be paid in kind on December 31, 2025 and March 31, 2026 with cash interest payments beginning on June 30, 2026. The 2028 Notes will mature on October 15, 2028, unless earlier converted, redeemed or repurchased in accordance with their terms.

In September, 2019, we and certain of our subsidiaries entered into the Revenue Interest Financing Agreement with certain entities managed by HCRx, which was subsequently amended on June 23, 2021, August 1, 2023, May 8, 2024, August 14, 2025, August 27, 2025 and October 7, 2025 and which was assigned in July 2025 by HCRx to KKR in connection with its acquisition of a majority ownership stake in HCRx (the "Revenue Interest Agreement" and, as amended, the "Amended Revenue Interest Agreement"), pursuant to which, HCRx paid us a total of $135.0 million, less certain transaction expenses. In October 2025, we entered into the Sixth Amendment to the Revenue Interest Financing Agreement pursuant to which (i) HCRx waived our obligation to pay royalties on revenue recognized between April 1, 2025 and March 31, 2026 and (ii) we agreed to increase the Applicable Tiered Percentage (as defined in the Amended Revenue Interest Agreement ) to 8.00% beginning on April 1, 2026. The total amount payable under the Revenue Interest Financing Agreement will remain capped at $263.3 million. For additional information, see Note 10, "Long-Term Obligations", to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K.

In May 2024, we entered into a credit and guaranty agreement (the "Credit Agreement") with certain existing lenders and HCRx, which was subsequently assigned by HCRx to KKR in connection with its acquisition of a majority ownership stake in HCRx in July 2025, which provides for a senior secured term loan facility of $100.0 million (the "Term Loan"). In October 2025, we entered into the First Amendment and Waiver to Credit and Guaranty Agreement with the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent for the lenders and collateral agent (the "Amended Credit Agreement"), pursuant to which, among other things, the lenders provided $12.5 million principal amount of additional loans (the "Amended Term Loan"). The amendments to the Credit Agreement include, among other things (i) reducing the financial covenant requiring us to maintain liquidity of at least $10.0 million, subject to increase in the event we issue indebtedness for borrowed money or issue capital stock, through October 10, 2026, after which we will be required to maintain liquidity of at least $25.0 million and (ii) increasing the interest rate on borrowings under the Amended Term Loan to the secured overnight financing rate plus 10.25% for interest payments occurring after June 30, 2025. Interest on borrowings under the Amended Term Loan incurred from July 1, 2025 to October 10, 2025 were paid in kind at closing. Interest on borrowings will be paid in kind on December 31, 2025 and March 31, 2026 and cash interest payments will begin on June 30, 2026. For additional information, see Note 10, "Long-Term Obligations", to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K.

In February 2023, we entered into an Open Market Sale Agreement (the "Open Market Sale Agreement") with Jefferies LLC, as agent ("Jefferies"). Under the Open Market Sale Agreement, we may issue and sell shares of our common stock having an aggregate offering price of up to $100.0 million (the "Shares") from time to time through Jefferies. We did not sell any Shares under the Open Market Sale Agreement during the year ended December 31, 2025. As of December 31, 2025, $100.0 million of Shares was available for issuance and sale under the Open Market Sale Agreement.

During the year ended December 31, 2025, we received $8.2 million in milestone under our license and distribution arrangements pursuant to which we are entitled to receive additional milestone payments, if certain development goals and sales milestones are achieved, as well as royalties on future net sales of the licensed and sold products in the territories under such arrangements. In addition, Menarini reimbursed us $15.0 million per calendar year, or $60 million in total, for development related expenses we incurred for selinexor from 2022 through 2025.

Commitments, Contingencies and Contractual Obligations

Operating Leases

We are party to an operating lease of office and research space in Newton, Massachusetts, which was amended in November 2024 and under which we currently lease a total of 52,224 square feet of office space through September 30, 2030.

Contractual Obligations

We have contractual obligations under our (i) Amended Credit Agreement; (ii) 2028 Notes; (iii) 9.00% convertible senior notes due 2029; and (iv) Amended Revenue Interest Agreement as disclosed in Note 10, "Long-Term Obligations", to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K.

Funding Requirements

We expect to continue to incur costs related to our clinical development programs as we continue to advance our lead clinical programs in myelofibrosis and endometrial cancer and our other late-stage clinical program in multiple myeloma, as well as commercialization expenses related to sales, marketing, manufacturing and distribution of our approved products, to the extent that these functions are not the responsibility of our collaborators.

Identifying potential product candidates and conducting preclinical studies and clinical trials is a time-consuming, expensive and uncertain process that takes years to complete. In addition, our product candidates for which we receive marketing approval may not achieve commercial success. Our ability to become and remain profitable depends on our ability to generate revenue. There can be no assurance as to the amount or timing of any such revenue, and we may not achieve profitability in the near-term, if at all, as described more fully in the risk factor entitled "We have incurred significant losses since inception, expect to continue to incur significant losses, and may never achieve or maintain profitability," under the heading "Risk Factors" in this Annual Report on Form 10-K. Accordingly, we will need to continue to rely on additional financing to achieve our business objectives. Adequate additional financing may not be available to us on acceptable terms, or at all. We may seek additional capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or commercialization efforts.

Based on our current business plan and current capital resources, combined with the uncertainty regarding the availability of additional funding or other strategic alternatives and considering our debt service obligations and financial covenant to maintain minimum liquidity, we have concluded that there is substantial doubt regarding our ability to continue as a going concern within one year after the date the accompanying consolidated financial statements are issued. See Note 1, "Organization and Operations", to the consolidated financial statements included under Part II, Item 8 of this Annual Report on Form 10-K for a further discussion of the conditions that raise substantial doubt regarding our ability to continue as a going concern.

We currently expect that our existing liquidity, including cash, cash equivalents and investments as well as cash flow from net product revenue and license and other revenue, will enable us to fund our current operating plans into the second quarter of 2026. We will require additional capital to complete the ongoing clinical development of selinexor, including the Phase 3 SENTRY Trial beyond top-line results and the Phase 3 XPORT-EC-042 Trial and the Phase 3 XPORT-MM-031/EMN29 trial. We plan to address the conditions that raise substantial doubt regarding our ability to continue as a going concern by, among other things, obtaining additional funding through equity offerings, debt financings and refinancings, collaborations, strategic alliances and/or licensing arrangements. We expect to evaluate opportunities to raise additional funds from time to time, including through the issuance and sale of shares of our common stock under our Open Market Sale Agreement and in connection with the reporting of data from our ongoing Phase 3 clinical trials. There is no assurance that such additional financing or strategic alternatives will be available on terms acceptable to us, or at all. Our ability to successfully raise additional funds or execute on a strategic alternative is dependent on a number of factors. If we are not able to successfully consummate a financing transaction or strategic alternative, our Board may explore a sale of assets or the initiation of bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. Further, our indebtedness, as discussed under the risk factor titled "Our indebtedness could limit cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Amended Term Loan, the Convertible Notes or the Amended Revenue Interest Agreement," under the heading "Risk Factors" in this Annual Report on Form 10-K, may be unattractive to potential sources of funding and strategic partners and may decrease our ability to consummate a financing transaction or enter into a strategic alternative. Additionally, the negotiation and consummation of a financing transaction or strategic alternative may be costly and time-consuming.

Our future long-term capital requirements will depend on many factors, as described more fully in the risk factor entitled "We will need additional funding or to enter into strategic alternatives to achieve our business objectives. If we are unable to raise sufficient capital or to enter into strategic alternatives on acceptable terms to meet our needs, we may be forced to delay, reduce or eliminate our research and development programs and/or commercialization efforts," under the heading "Risk Factors" in this Annual Report on Form 10-K.

In addition to the expenses required to fund our operations described above, our funding requirements as of December 31, 2025 also include the following:

Lease costs for our headquarters in Newton, Massachusetts of $9.4 million through September 30, 2030;
Future obligations related to the Amended Credit Agreement of $153.2 million through May 8, 2028 in addition to the financial covenant to maintain minimum liquidity;
Future obligations related to the 2028 Notes of $19.2 million through October 15, 2028;
Future obligations related to the New 2029 Notes of $138.2 million through May 13, 2029;
Future royalty obligations to KKR under the Amended Revenue Interest Agreement of $116.2 million by September 26, 2035.
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