Item 2. Management’s Discussion and Analysis
Item 2. 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 together with our financial statements and related notes appearing elsewhere in this quarterly report and the audited financial information and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on February 13, 2026 (“Annual Report ” ).
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, contains forward-looking statements regarding the expectations of Karyopharm Therapeutics Inc., herein referred to as “Karyopharm,” the “Company,” “we,” or “our,” with respect to the possible achievement of discovery and development milestones, our future discovery and development efforts, including regulatory submissions and approvals, potential inclusion of selinexor in combination with ruxolitinib in relevant compendia, our commercialization efforts, our partnerships and collaborations with third parties, our future operating results and financial position, our ability to continue as a going concern, our business strategy, and other objectives for future operations. We often use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and other words and terms of similar meaning to help identify forward-looking statements, although not all forward-looking statements contain these identifying words. You also can identify these forward-looking statements by the fact that they do not relate strictly to historical or current facts. There are a number of important risks and uncertainties that could cause actual results or events to differ materially from those indicated by forward-looking statements. These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A - Risk Factors of this Quarterly Report on Form 10-Q. As a result of these and other factors, we may not actually achieve the plans, intentions, expectations or results disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
References to XPOVIO ® (selinexor) also refer to NEXPOVIO ® (selinexor) when discussing its approval and commercialization in certain countries or territories outside of the U.S.
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 ( Bo rtezomib, S elinexor and Dexame t has on e) trial; and
• 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 ( S elinexor T reatment of R efractory M yeloma) 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.
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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 more than 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.
RECENT DEVELOPMENTS
Phase 3 SENTRY Trial Topline Data Results
On March 24, 2026, we announced topline data results from our 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”) in which patients were randomized 2:1 to 60 mg of selinexor once weekly plus ruxolitinib or placebo plus ruxolitinib. The ruxolitinib dose was determined based on the patients’ baseline platelet count per the drug’s prescribing information. The SENTRY Trial met the first co-primary endpoint, demonstrating statistically significant improvement in spleen volume reduction of 35% or more for patients treated with the combination of selinexor plus ruxolitinib, with rapid, deep and sustained spleen volume reduction rates seen in the combination arm, but did not meet its second co-primary endpoint in absolute total symptom score. The mean change in absolute total symptom score at week 24 relative to baseline was comparable across the two arms with similar symptom improvement relative to baseline; the difference across the two arms was not statistically significant. In addition, a promising overall survival signal was observed in the topline data, which further reinforces the relevance of XPO1 inhibition in combination with ruxolitinib in frontline myelofibrosis. Further, a greater proportion of patients on the combination arm compared to ruxolitinib alone experienced reductions in variant allele frequency, which may be indicative of an underlying effect on disease biology, raising the potential for disease modification. The combination demonstrated a manageable safety and tolerability profile consistent with the known profile of selinexor and ruxolitinib individually. No new safety signals were observed. Our key near term objectives in advancing our SENTRY program include: engagement with the U.S. Food and Drug Administration (“FDA”) to discuss the data from the SENTRY Trial and our supplemental new drug application filing plan; disclosure of additional data from the Phase 3 SENTRY Trial at an upcoming medical meeting; and potential inclusion of the combination in relevant compendia, which could occur in the second half of 2026.
Other Clinical Trial Updates
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”). We completed enrollment of the 60 mg cohort of the SENTRY-2 trial and began enrolling patients into the 40 mg cohort. We expect to report topline data from all patients in the 60 mg cohort with at least 24 weeks of follow-up in the second half of 2026.
We have completed enrollment of our global, Phase 3, randomized, double-blind trial evaluating selinexor as a maintenance-only therapy following systemic therapy in patients with TP53 wild-type advanced or recurrent endometrial cancer (the “XPORT-EC-042 Trial”). Approximately 220 patients enrolled in the modified intent-to-treat (“mITT”) population and 257 enrolled in the intent-to-treat population. Enrollment in the mITT population was focused on patients with either proficient mismatch repair status tumors or patients with deficient mismatch repair status tumors who are medically ineligible for checkpoint inhibitors. We expect to report topline data from this event-driven trial in mid-2026.
Patients enrolled in a randomized global Phase 3 trial sponsored by the European Myeloma Network evaluating an all-oral combination of selinexor 40 mg in combination with pomalidomide and dexamethasone versus elotuzumab, pomalidomide, and dexamethasone in patients with previously treated multiple myeloma who received an anti-CD38 in their immediate prior line of therapy (the “EMN29 Trial”). The patients enrolled in this event-driven trial continued to be followed for progression-free survival events contributing towards the primary endpoint. We expect to report topline data from the EMN29 Trial in the second half of 2026.
In March 2026, we met with the FDA regarding the Accelerated Approval of the Diffuse Large B-Cell Lymphoma (“DLBCL”) indication of XPOVIO, which was granted on June 22, 2020 for the treatment of adult patients with relapsed or refractory DLBCL, not otherwise specified, including DLBCL arising from follicular lymphoma, after at least two lines of systemic therapy. The FDA requested and we agreed to voluntarily withdraw the accelerated approval of the DLBCL indication in light of the infeasibility of completing the confirmatory trial, especially considering the evolving treatment landscape, including the availability of new therapeutic options. As a result, we expect to terminate our ongoing company-sponsored trials in this indication. This withdrawal is not due to safety concerns with the DLBCL indication and does not affect the regulatory approval of any other indications for XPOVIO.
Business and Financial Updates
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On February 27, 2026, we entered into the Second Amendment to Credit and Guaranty Agreement (the “Amendment”) with the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, which amended our Credit and Guaranty Agreement, dated May 8, 2024 (as previously amended, the “Credit Agreement”). On February 27, 2026, we also entered into a Forbearance Agreement (the “Forbearance Agreement”) with (i) all the lenders under the Credit Agreement, (ii) all the holders of our 9.00% Convertible Senior Notes due 2029 (the “New 2029 Notes”) and 9.00% Convertible Senior Notes due 2028 (the “2028 Notes”), and (iii) the investor representative for the investors under our revenue interest financing agreement (collectively, the “Consenting Parties”).
The effectiveness of the Forbearance Agreement was conditioned upon, among other things, the consummation of a sale and issuance of our common stock, in one or more transactions, resulting in proceeds to us of not less than $25.0 million actually received in cash before June 10, 2026 (the “Capital Raise Trigger”). The Capital Raise Trigger was satisfied and the Forbearance Agreement became effective in March 2026 upon receipt of the proceeds from the Private Placement (as defined below). Under the Amendment and the Forbearance Agreement, we can defer certain principal and interest payments until September 2026 and the Consenting Parties agreed not to exercise certain rights and remedies with respect to specified matters, including: (i) payment-related defaults through September 30, 2026 that would result from our non-payment of the interest due on June 30, 2026 for the New 2029 Notes and 2028 Notes and (ii) any defaults that result from a requirement under the indentures of the New 2029 Notes and 2028 Notes for us to have a Minimum Liquidity Covenant Amount greater than the lesser of (i) $10.0 million plus 50% of the net cash proceeds received from certain debt and equity issuances and (ii) $25.0 million through October 10, 2026. After October 10, 2026, the minimum liquidity covenant will require minimum consolidated liquidity of $25.0 million.
On March 24, 2026, we entered into a Securities Purchase Agreement with RA Capital Healthcare Fund, L.P. (“RA Capital Management”) pursuant to which we issued and sold in a private placement (the “Private Placement”): (i) 1,030,354 shares of common stock, (ii) pre-funded warrants to purchase up to 3,391,164 shares of common stock, and (iii) accompanying warrants to purchase 4,421,518 shares of common stock with an exercise price of $10.00 per share (the “2026 Warrants”) for aggregate net proceeds of $26.9 million. The 2026 Warrants are exercisable until 30 days following our public announcement of topline data results from our Phase 3 XPORT-EC-042 clinical trial of selinexor in patients with endometrial cancer and the pre-funded warrants do not expire. As of March 31, 2026, none of these warrants have been exercised.
In addition, in March 2026, we issued and sold an aggregate of 2,994,441 shares of Common Stock under our Open Market Sale Agreement SM , by and between us and Jefferies LLC, dated February 17, 2023 for total proceeds, net of sales commissions, of approximately $19.8 million.
As of March 31, 2026, we had an accumulated deficit of $1.8 billion. We had operating losses of $26.8 million and $33.3 million for the three months ended March 31, 2026 and 2025, respectively. We recognized total revenue of $35.1 million and $30.0 million for the three months ended March 31, 2026 and 2025, respectively, including $29.2 million and $21.1 million of XPOVIO net product revenue, respectively, and $5.9 million and $9.0 million of license revenue, respectively. As of March 31, 2026, we had $90.9 million in cash and cash equivalents. 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
We believe that several accounting policies are important to understanding our historical and future performance. We refer to these policies as “critical” because these specific areas generally require us to make judgments and estimates about matters that are uncertain at the time we make the estimate, and different estimates - which also would have been reasonable - could have been used, which would have resulted in different financial results. There have been no changes to the critical accounting estimates we identified in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report.
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RESULTS OF OPERATIONS
The following table summarizes our results of operations (in thousands, except for percentages):
For the Three Months Ended March 31,
2026
2025
$ Change
% Change
Product revenue, net
$
29,163
$
21,054
$
8,109
39
%
License and other revenue
5,903
8,961
(3,058
)
(34
)%
Total revenue
35,066
30,015
5,051
17
%
Operating expenses:
Cost of sales
1,345
1,301
44
3
%
Research and development
33,797
34,618
(821
)
(2
)%
Selling, general and administrative
26,684
27,352
(668
)
(2
)%
Loss from operations
(26,760
)
(33,256
)
6,496
(20
)%
Other income, net
4,369
9,830
(5,461
)
(56
)%
Loss before income taxes
(22,391
)
(23,426
)
1,035
(4
)%
Income tax provision
(1
)
(36
)
35
(97
)%
Net loss
$
(22,392
)
$
(23,462
)
$
1,070
(5
)%
Product Revenue, net (in thousands, except for percentages)
For the Three Months Ended March 31,
2026
2025
$ Change
% Change
Product revenue, net
$
29,163
$
21,054
$
8,109
39
%
To date, our only source of product revenue has been from the U.S. sales of XPOVIO. Net product revenue for the three months ended March 31, 2026 increased by $8.1 million compared to the same period in 2025. This increase was primarily attributable to an unusually high product return reserve recorded in the prior-year period, which reduced net revenue in that period, as well as lower gross-to-net discounts, specifically a decrease in chargebacks and Medicare rebate reserve in the first quarter of 2026 compared to the first quarter of 2025.
License and Other Revenue (in thousands, except for percentages)
For the Three Months Ended March 31,
2026
2025
$ Change
% Change
Menarini Group (“Menarini”)
$
1,828
$
8,196
$
(6,368
)
(78
)%
Antengene Therapeutics Limited (“Antengene”)
499
652
(153
)
(23
)%
Other
3,576
113
3,463
>100%
Total license and other revenue
$
5,903
$
8,961
$
(3,058
)
(34
)%
License and other revenue for the three months ended March 31, 2026 decreased by $3.1 million as compared to the three months ended March 31, 2025, primarily due to a decrease of $7.0 million of reimbursement revenue from Menarini for development-related expenses as their obligation to reimburse us expired on December 31, 2025. This decrease was partially offset by an increase in milestone-related revenue from our other partners in the three months ended March 31, 2026, primarily due to a $3.5 million milestone payment under a licensing agreement with a privately-held biotech company related to the research, development and commercialization of verdinexor for the treatment of cancer in certain animals.
We expect license and other revenue to decrease in the second quarter of 2026 as compared to the first quarter of 2026, as we do not anticipate recognizing any milestone-related revenue.
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Operating Expenses (in thousands, except for percentages)
For the Three Months Ended March 31,
2026
2025
$ Change
% Change
Cost of sales
$
1,345
$
1,301
$
44
3
%
Research and development
33,797
34,618
(821
)
(2
)%
Selling, general and administrative
26,684
27,352
(668
)
(2
)%
Total operating expenses
$
61,826
$
63,271
$
(1,445
)
(2
)%
Cost of Sales
Cost of sales for the three months ended March 31, 2026 and 2025 were relatively consistent.
Research and Development Expenses (in thousands, except for percentages)
For the Three Months Ended March 31,
2026
2025
$ Change
% Change
Clinical trial and related costs:
Selinexor in myelofibrosis
$
10,917
$
11,417
$
(500
)
(4
)%
Selinexor in endometrial cancer
4,590
4,226
364
9
%
Selinexor in multiple myeloma
1,809
1,925
(116
)
(6
)%
Other programs
342
578
(236
)
(41
)%
Non-program specific clinical trial and related costs
1,027
1,223
(196
)
(16
)%
Total clinical trial and related costs
18,685
19,369
(684
)
(4
)%
Unallocated costs:
Personnel
10,724
10,510
214
2
%
Consulting, professional and other
3,502
3,824
(322
)
(8
)%
Stock-based compensation
886
915
(29
)
(3
)%
Total unallocated costs
15,112
15,249
(137
)
(1
)%
Total research and development expenses
$
33,797
$
34,618
$
(821
)
(2
)%
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 three months ended March 31, 2026 were relatively consistent as compared to the three months ended March 31, 2025. If the topline data of our trials is positive or we are able to submit a supplemental New Drug Application (“sNDA”), we expect our research and development expenses will increase, primarily due to costs associated with regulatory filings.
Selling, General and Administrative Expenses (in thousands, except for percentages)
For the Three Months Ended March 31,
2026
2025
$ Change
% Change
Personnel costs
$
14,168
$
14,657
$
(489
)
(3
)%
Consulting, professional and other costs
10,421
10,096
325
3
%
Stock-based compensation
2,095
2,599
(504
)
(19
)%
Total selling, general and administrative expenses
$
26,684
$
27,352
$
(668
)
(2
)%
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Selling, general and administrative expenses for the three months ended March 31, 2026 were relatively consistent as compared to the three months ended March 31, 2025. If the anticipated topline data of our trials in 2026 is positive or we are able to submit a sNDA, we expect that our selling, general administrative expenses will increase, primarily due to launch preparation costs.
Other Income (Expense), net (in thousands, except for percentages)
For the Three Months Ended March 31,
2026
2025
$ Change
% Change
Interest expense
$
(12,553
)
$
(10,994
)
$
(1,559
)
14
%
Interest income
511
1,000
(489
)
(49
)%
Other income, net
16,411
19,824
(3,413
)
(17
)%
Total other income, net
$
4,369
$
9,830
$
(5,461
)
(56
)%
Total other income, net for the three months ended March 31, 2026 decreased as compared to the three months ended March 31, 2025 by $5.5 million. The decrease was primarily due to the fair value remeasurement of embedded derivatives and liability-classified common stock warrants, both of which are non-cash items. There was also an increase in interest expense due to an increase to the interest rate in October 2025 on our senior secured term loan facility and convertible debt.
Future period results may continue to be affected by non-cash gains or losses from the remeasurement of embedded derivatives and liability-classified common stock warrants, which will vary depending on movements in our stock price and other market factors.
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN
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 March 31, 2026, our principal source of liquidity was $90.9 million of cash and cash equivalents. We have had recurring losses since inception and incurred an operating loss of $26.8 million for the three months ended March 31, 2026.
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 condensed consolidated financial statements are issued. We expect that our existing liquidity, including cash and cash equivalents as of March 31, 2026 as well as cash flow from net product revenue and license and other revenue, will enable us to fund our current operating plans to late in the third quarter of 2026. See “ Liquidity and Capital Resources – Funding Requirements ” below and Note 1 “ Nature of Business, Basis of Presentation and Segment Information ” to the condensed consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q for a further discussion of our liquidity and the conditions that raise substantial doubt regarding our ability to continue as a going concern.
Cash Flows
The following table provides information regarding our cash flows (in thousands):
For the Three Months Ended March 31,
2026
2025
$ Change
% Change
Net cash used in operating activities
$
(22,728
)
$
(38,984
)
$
16,256
(42
)%
Net cash provided by investing activities
3,200
15,288
(12,088
)
(79
)%
Net cash provided by financing activities
49,802
—
49,802
100
%
Effect of exchange rates on cash, cash equivalents and restricted cash
2
5
(3
)
(60
)%
Net increase (decrease) in cash, cash equivalents and restricted cash
$
30,276
$
(23,691
)
$
53,967
(>100)%
Operating activities. Net cash used in operating activities decreased by $16.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to a $7.3 million decrease in interest and royalty payments as a result of certain debt modifications which occurred in October 2025.
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Investing activities. Net cash provided by investing activities decreased by $12.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to lower proceeds from maturities of investments as a result of a lower investment balance in the three months ended March 31, 2026.
Financing activities . Net cash provided by financing activities increased by $49.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to the proceeds from the issuance of common stock during the three months ended March 31, 2026 under our Private Placement and Open Market Sale Agreement, as described in further detail under the heading “ Sources of Liquidity ”.
Sources of Liquidity
On March 24, 2026, we entered into a Securities Purchase Agreement with RA Capital Management pursuant to which we issued and sold in a private placement: (i) 1,030,354 shares of common stock, (ii) pre-funded warrants to purchase up to 3,391,164 shares of common stock, and (iii) accompanying 2026 Warrants to purchase 4,421,518 shares of common stock with an exercise price of $10.00 per share for aggregate net proceeds of $26.9 million. The 2026 Warrants are exercisable until 30 days following our public announcement of topline data results from our Phase 3 XPORT-EC-042 clinical trial of selinexor in patients with endometrial cancer and the pre-funded warrants do not expire. As of March 31, 2026, none of these warrants have been exercised.
In October 2025, we entered into a securities purchase agreement with certain institutional investors to which we issued and sold, in a private placement, (i) 1,487,917 shares of common stock 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 net proceeds of approximately $8.4 million.
In October 2025, we entered into a note purchase agreement pursuant to which we issued and sold, in a private placement, $15.0 million aggregate principal amount of 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. Cash interest payments will begin on September 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. On October 7, 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 condensed consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.
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”). On October 7, 2025, we entered into the First Amendment and Waiver to Credit and Guaranty Agreement, pursuant to which, among other things, the lenders provided $12.5 million principal amount of additional loans (the “Amended Term Loan”). On February 27, 2026, we entered into the Second Amendment to Credit and Guaranty Agreement (the “Amended Credit Agreement”). The amendments to the Credit Agreement include, among other things (i) reducing the financial covenant requiring us to maintain liquidity of at least the lesser of (i) $10.0 million plus 50% of the net cash proceeds received from certain debt and equity issuances and (ii) $25.0 million, 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 March 31, 2026 were paid in kind. Interest on borrowings incurred from April 1, 2026 to June 30, 2026 will be paid in kind on June 30, 2026 and cash interest payments will begin on September 30, 2026. For additional information, see Note 10, “ Long-Term Obligations ”, to the condensed consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.
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
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offering price of up to $100.0 million (the “Shares”) from time to time through Jefferies. During the three months ended March 31, 2026, we sold an aggregate of 2,994,441 Shares under the Open Market Sale Agreement, resulting in net proceeds of $19.8 million. We did not sell any Shares under the Open Market Sale Agreement during the three months ended March 31, 2025. As of March 31, 2026, $79.8 million of Shares was available for issuance and sale under the Open Market Sale Agreement.
During the three months ended March 31, 2026, we received $3.5 million in milestone payments under our license and distribution agreements 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.
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) New 2029 Notes; and (iv) Amended Revenue Interest Agreement as disclosed in Note 10, “ Long-Term Obligations ”, to the condensed consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q. See below under “ Funding Requirements ” for the amounts due under each of these contractual obligations.
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 Quarterly Report on Form 10-Q. 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 “ Nature of Business, Basis of Presentation and Segment Information ” to the condensed consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q 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 and cash equivalents as well as cash flow from net product revenue and license and other revenue, will enable us to fund our current operating plans to late in the third quarter of 2026. We will require additional capital to fund the ongoing clinical development of selinexor and other product candidates and to pursue potential regulatory approvals. 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
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connection with the reporting of data from our ongoing Phase 3 XPORT-EC-042 trial. 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 ,” 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 Quarterly Report on Form 10-Q.
In addition to the expenses required to fund our operations described above, our funding requirements as of March 31, 2026 also include the following:
• Lease costs for our headquarters in Newton, Massachusetts of $8.9 million through September 30, 2030;
• Future obligations related to the Amended Credit Agreement of $153.5 million through May 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 $138.3 million through May 13, 2029; and
• Future royalty obligations to KKR under the Amended Revenue Interest Agreement of $116.2 million by October 1, 2035.
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Item 3. Quantitative and Qualitati ve Disclosures About Market Risk.
We are exposed to market risk related to changes in interest rates. We had cash and cash equivalents of $90.9 million as of March 31, 2026. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, an immediate 100 basis point shift in interest rates would not have a material effect on the fair market value of our cash equivalents.
We do not believe our cash and cash equivalents have significant risk of default or illiquidity. While we believe our cash and cash equivalents do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in securities at one or more financial institutions that are in excess of federally insured limits. Given the potential instability of financial institutions, we cannot provide assurance that we will not experience losses on these deposits and investments.
We are also exposed to market risk related to changes in foreign currency exchange rates. We contract with contract research organizations and contract manufacturing organizations that are located in Canada, the United Kingdom and Europe, which are denominated in foreign currencies. We also contract with a number of clinical trial sites outside of the U.S., and our budgets for those studies are frequently denominated in foreign currencies. We are subject to fluctuations in foreign currency rates in connection with these agreements. We do not currently hedge our foreign currency exchange rate risk.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.