v3.25.3
Subsequent Event
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
Subsequent Event

12. Subsequent Event

On October 7, 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 2029 Notes for shares of common stock; (v) an exchange of $24.3 million aggregate principal amount of our 2025 Notes 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.

Following consummation of the Financing Transactions, we had $112.5 million outstanding under our Amended Term Loan, as defined below, with a maturity date in May 2028, $15.0 million aggregate principal amount of 2028 Notes, as defined below, $103.5 million aggregate principal amount of New 2029 Notes, as defined below, and $116.2 million of maximum remaining payments payable under our Amended Revenue Interest Agreement.

2025 Notes

In October 2025, we exchanged $24.3 million aggregate principal amount of 2025 Notes for (i) 2,435,146 shares of common stock; (ii) pre-funded warrants to purchase an aggregate of 1,404,087 shares of common stock; and (iii) warrants to purchase an aggregate of 2,502,151 shares of common stock with an exercise price of $6.64 per share and an expiration date of October 10, 2030. See “Common Shares and Common Share Warrants” below for further discussion of these warrants. Following this transaction, approximately $0.3 million of the 2025 Notes were outstanding, which were settled in cash on the October 15, 2025 maturity date.

Senior Secured 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”), which provides for a senior secured term loan facility of $
112.5 million (the “Amended Term Loan”), resulting in the following modifications to the Term Loan:

(1)
We borrowed an additional $12.5 million under the Amended Term Loan and received net cash proceeds of $12.3 million.
(2)
From October 10, 2025 to October 10, 2026, the Minimum Liquidity Covenant Amount (as defined in the Amended
Credit Agreement) will be the lesser of: (x) the sum of $
10.0 million plus 50% of the net cash proceeds of any issuance of indebtedness for borrowed money or capital stock of the Company that occurs after October 10, 2025, and (y) $25.0 million. After October 10, 2026, the Minimum Liquidity Covenant Amount will be $25.0 million.
(3)
The interest rate on the Amended Term Loan will be the applicable secured overnight financing rate plus 10.25%, subject to a floor of 3.00%, for all interest incurred after June 30, 2025.
(4)
Interest on all borrowings under the Amended Term Loan incurred from July 1, 2025 to March 31, 2026 will be paid in-kind. Interest incurred after March 31, 2026 will be paid in cash on the applicable payment date.
(5)
An obligation to appoint a candidate selected by the lenders under the Amended Term Loan to serve as a non-voting observer to our board of directors.

2029 Notes

On October 7, 2025, we entered into privately negotiated agreements with the holders of the 2029 Notes to exchange $101.0 million aggregate principal amount of the 2029 Notes for $103.5 million aggregate principal amount of newly issued 9.00% convertible senior notes due 2029 (the “New 2029 Notes”). The significant differences between the terms of the 2029 Notes and the New 2029 Notes are as follows:

(1)
Interest on the New 2029 Notes incurred through March 31, 2026 will be payable in-kind. Interest incurred after March 31, 2026 will be payable in cash on the applicable payment date.
(2)
The New 2029 Notes will be convertible by the holders into shares of our common stock at an initial conversion rate of 44.444 shares per $1,000 principal amount (equivalent to an initial conversion price of $22.50 per share). Holders of the
New 2029 Notes may convert their New 2029 Notes at their option at any time prior to the close of business on May 11, 2029.
(3)
The Minimum Liquidity Covenant Amount in the indenture governing the New 2029 Notes provides the same Minimum Liquidity Covenant Amount as under the Term Loan described above.

In addition, in October 2025, we exchanged $15.0 million aggregate principal amount of the 2029 Notes for: (i) 2,024,344 shares of common stock and (ii) pre-funded warrants to purchase an aggregate of 552,164 shares of common stock.

 

2028 Notes

 

On October 7, 2025, we issued $15.0 million aggregate principal amount of new 9.00% senior secured convertible notes maturing on October 15, 2028 (the “2028 Notes”) to certain holders of the 2029 Notes in exchange for cash proceeds of $15.0 million. The 2028 Notes will be 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 incurred through March 31, 2026 will be paid in kind. Interest incurred after March 31, 2026 will be paid in cash on the applicable payment date. The 2028 Notes will be convertible by the holders into shares of our common stock at an initial conversion rate of 150.6024 shares per $1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of $6.64 per share of common stock). Holders of the 2028 Notes may convert their 2028 Notes at their option at any time prior to the close of business on October 13, 2028. All other terms of the 2028 Notes are consistent with the corresponding terms of the New 2029 Notes.

 

Deferred Royalty Obligation

On October 7, 2025, we entered into the Sixth Amendment to the Revenue Interest Financing Agreement pursuant to which:

(1)
KKR waived our obligation to pay royalties on revenue recognized between April 1, 2025 and March 31, 2026.
(2)
The Royalty Rate will increase to 8.00% beginning on April 1, 2026.
(3)
The Payment Cap will remain at $263.3 million.

 

Common Shares and Common Share Warrants

In October 2025, we issued an aggregate of (i) 1,487,917 shares of common stock at a price of $5.88 per share and (ii) accompanying warrants (the “Placement Warrants”) to purchase 1,317,771 shares of common stock to certain institutional investors in a private placement for aggregate gross proceeds of approximately $8.8 million. The Placement Warrants have an exercise price of $6.64 per share, subject to customary anti-dilution adjustments, and will be exercisable until the date that is the first to occur of (i) thirty (30) days following the public announcement by the Company of the top-line results from the Phase 3 XPORT-EC-042 clinical trial of selinexor in patients with endometrial cancer or (ii) October 10, 2028.

In October 2025, we issued a total of 5,736,065 shares of common stock to certain holders of our long-term obligations described in Note 10, “Long-Term Obligations” and to a financial advisor, of which: (i) 2,435,146 shares were issued to partially settle the 2025 Notes as described above; (ii) 2,024,344 shares were issued to partially settle the 2029 Notes as described above; and (iii) 1,276,575 shares were issued to pay various fees incurred in connection with the debt modifications that occurred in October 2025 as described above.

In October 2025, we issued warrants (the “Financing Warrants”) to purchase of 4,600,587 shares of common stock at an exercise price of $6.64 per share, subject to customary antidilution adjustments, to certain holders of our long-term obligations described in Note 10, “Long-Term Obligations” and to our financial advisor, of which: (i) 2,502,151 Financing Warrants were issued to partially settle the 2025 Notes as described above and (ii) 2,098,436 Financing Warrants were issued to pay various fees incurred in connection with the debt modifications that occurred in October 2025 as described above. The Financing Warrants are exercisable through October 10, 2030.

On October 10, 2025, the exercise price of the May 2024 Warrants was reduced from $16.50 per share to $6.64 per share. As of October 30, 2025, we had 8,986,775 warrants outstanding with an exercise price of $6.64 per share, 635,703 warrants outstanding with an exercise price of $95.37 per share and 1,789,241 pre-funded warrants outstanding.

 

We may not effect the exercise of any warrant, and a holder will not be entitled to exercise any portion of any warrant, which, upon giving effect to such exercise, would cause the holder (together with its affiliates) to own more than 4.99% or 9.99% (subject to increase or decrease at the election of the holder, but in no event to exceed 19.99%) of our common stock outstanding on the date of receipt. In addition, a holder may elect to receive pre-funded warrants with respect to any common stock that would otherwise be issuable but for the foregoing ownership limitations. These pre-funded warrants will have an exercise price of $0.0001 per share and will not expire.

 

In October 2025, we issued warrants (the “Pre-Funded Warrants”) to purchase of 2,913,136 shares of common stock at an exercise price of $0.0001 per share to certain holders of our long-term obligations described in Note 10, “Long-Term Obligations”, of which: (i) 1,404,087 Pre-Funded Warrants were issued to partially settle the 2025 Notes as described above; (ii) 552,164 Pre-Funded Warrants were issued to partially settle the 2029 Notes as described above; and (iii) 956,885 Pre-Funded Warrants were issued to pay various fees incurred in connection with the debt modifications that occurred in October 2025 as described above. We may not effect the exercise of any Pre-Funded Warrants, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant, which,

upon giving effect to such exercise, would cause the holder (together with its affiliates) to own more than 4.99% (subject to increase or decrease at the election of the holder, but in no event to exceed 19.99%) of our common stock outstanding on the date of receipt. After October 10, 2025, holders of Pre-Funded Warrants exercised Pre-Funded Warrants to purchase an aggregate of 1,123,895 shares of common stock in cashless exercises, pursuant to which we issued an aggregate of 1,123,874 shares of common stock.