Long-Term Obligations | 10. Long-Term Obligation s 2025 Notes In October 2018, we issued $ 172.5 million aggregate principal amount of the 2025 Notes in a private offering to qualified institutional buyers in reliance on Rule 144A under the Securities Act. In connection with the issuance of the 2025 Notes, we incurred $ 5.6 million of debt issuance costs, which was being amortized to interest expense using the effective interest method over seven years . In May 2024, we exchanged $ 148.0 million aggregate principal amount of our 2025 Notes for (i) $ 111.0 million aggregate principal amount of our 2029 Notes and (ii) the May 2024 Warrants to purchase up to 45.8 million shares of our common stock. The 2029 Notes and the May 2024 Warrants are described in more detail below. $ 24.5 million in aggregate principal amount of the 2025 Notes remained outstanding following completion of the May 2024 exchange transactions (the “Remaining 2025 Notes”). The Remaining 2025 Notes are senior unsecured obligations and bear interest at a rate of 3.00 % per year payable semiannually in arrears on April 15 and October 15 of each year. Upon conversion, the Remaining 2025 Notes will be converted into cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. The Remaining 2025 Notes are subject to redemption at our option, in whole or in part, if the conditions described below are satisfied. Holders may require us to repurchase their Remaining 2025 Notes following a fundamental change (as defined within the indenture governing the 2025 Notes) at a cash repurchase price generally equal to the principal amount of the Remaining 2025 Notes to be repurchased, plus accrued and unpaid interest. The Remaining 2025 Notes will mature on October 15, 2025 , unless earlier converted, redeemed or repurchased in accordance with their terms. Subject to satisfaction of certain conditions and during the periods described below, the Remaining 2025 Notes may be converted at an initial conversion rate of 63.0731 shares of common stock per $ 1,000 principal amount of the Remaining 2025 Notes (equivalent to an initial conversion price of approximately $ 15.85 per share of common stock). Holders of the Remaining 2025 Notes may convert all or any portion of their Remaining 2025 Notes, in multiples of $ 1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding June 15, 2025 only under the following circumstances: (1) during any calendar quarter, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the Remaining 2025 Notes on each applicable trading day; (2) during the five-business day period immediately after any five consecutive trading day period (the “Measurement Period”) in which the trading price p er $ 1,000 principal amount o f Remaining 2025 Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call the Remaining 2025 Notes for redemption, until the close of business on the business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as described within the indenture governing the 2025 Notes. As of September 30, 2024, none of the above circumstances had occurred and as such, the Remaining 2025 Notes could not have been converted. We may redeem for cash all or part of the Remaining 2025 Notes at our option if the last reported sale price of our common stock equals or exceeds 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within five trading days prior to the date on which we send any notice of redemption. The redemption price will be 100 % of the principal amount of the Remaining 2025 Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any convertible note for redemption will constitute a make-whole fundamental change with respect to that convertible note, in which case the conversion rate applicable to the conversion of that convertible note, if it is converted in connection with the redemption, will be increased in certain circumstances. We did not redeem any of the Remaining 2025 Notes as of September 30, 2024. The outstanding balances of the 2025 Notes consisted of the following (in thousands): As of September 30, 2024 As of December 31, 2023 Principal $ 24,500 $ 172,500 Less: unamortized debt issuance costs ( 108 ) ( 1,581 ) 2025 Notes $ 24,392 $ 170,919 We determined the expected life of the 2025 Notes was equal to its seven-year term and the effective interest rate was 3.53 % . As of September 30, 2024, the “if-converted value” did not exceed the remaining principal amount of the 2025 Notes. The fair value of the 2025 Notes is influenced by market interest rates, our stock price and stock price volatility, and has been classified as Level 2 within the fair value hierarchy as it uses quoted prices in active markets. The estimated fair value of the 2025 Notes as of September 30, 2024 and December 31, 2023 was approximately $ 19.2 million and $ 87.9 million, respectively. The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands): For the Three Months For the Nine Months 2024 2023 2024 2023 Contractual interest expense $ 184 $ 1,293 $ 2,170 $ 3,881 Amortization of debt issuance costs 33 205 348 597 Total interest expense $ 217 $ 1,498 $ 2,518 $ 4,478 Future minimum payments on the 2025 Notes as of September 30, 2024 were as follows (in thousands): Years ended December 31, Future Minimum 2024 $ 368 2025 25,236 Total minimum payments 25,604 Less: interest expense and unamortized debt issuance costs ( 1,212 ) 2025 Notes $ 24,392 Senior Secured Term Loan On May 8, 2024, we entered into a credit and guaranty agreement (the “Credit Agreement”) with certain existing holders of the 2025 Notes and HCRx, which provides for a senior secured term loan facility of $ 100.0 million (the “Term Loan”). The Term Loan matures in May 2028 and bears interest at a variable rate equal to the applicable secured overnight financing rate plus 9.25 %, subject to a floor of 3.00 %. Principal payments under the Term Loan will begin in June 2026, and consist of quarterly cash payments in the amount of 6.25 % of the aggregate principal amount of the Term Loan, with the remaining principal due when the Term Loan matures in May 2028. We can prepay the Term Loan at any time. All repayments, including prepayments, are subject to a redemption fee of 3.00 % of the principal paid. Prepayments made before May 8, 2027 are subject to a prepayment premium ranging from 3.00 % to 5.00 % of the principal prepaid. The prepayment premium for prepayments made before May 8, 2025 also includes the unpaid interest that would have accrued on the amount being prepaid through May 8, 2025. In addition, we are required to repay the Term Loan with proceeds from certain asset sales and condemnation events, subject, in some cases, to reinvestment rights. All obligations under the Credit Agreement are secured on a first priority basis, subject to certain exceptions, by substantially all of our assets. The Credit Agreement contains customary covenants, including a requirement to maintain cash, cash equivalents and investments of at least $ 25.0 million at all times, and restrictions on indebtedness, liens, investments, fundamental changes, asset sales, licensing transactions, dividends, modifications to material agreements, payment of subordinated indebtedness, and other matters customarily restricted in such agreements. Specifically, we are prohibited from exclusively licensing, selling or otherwise disposing of U.S. rights to oncology indications of selinexor. As of September 30, 2024, we were in compliance with these covenants. If certain events of default occur, the Term Loan may be due and payable immediately. These events include the withdrawal of approval of certain indications of selinexor, payment defaults, covenant defaults, bankruptcy, cross-defaults to certain other agreements, change in control and lien priority. The outstanding balance of the Term Loan consisted of the following (in thousands): As of September 30, 2024 Principal $ 100,000 Less: unamortized debt issuance costs ( 5,891 ) Term Loan $ 94,109 We determined the expected life of the Term Loan was equal to its four-year term and the effective interest rate is 17.86 % . The carrying value of the Term Loan approximates its fair value due to the variable interest rate. In connection with the issuance of the Term Loan, we incurred $ 6.8 million of debt issuance costs, which are being amortized to interest expense using the effective interest method over four years . We recognized $ 4.3 million of interest expense related to the Term Loan during the three months ended September 30, 2024 , which consisted of $ 3.7 million of contractual interest expense and $ 0.6 million of debt issuance cost amortization. We recognized $ 6.7 million of interest expense related to the Term Loan during the nine months ended September 30, 2024 , which consisted of $ 5.8 million of contractual interest expense and $ 0.9 million of debt issuance cost amortization. Future minimum payments on the Term Loan as of September 30, 2024 were as follows (in thousands): Years ended December 31, Future Minimum 2024 $ 9,517 2025 14,582 2026 33,211 2027 36,230 2028 60,747 Total minimum payments 154,287 Less: interest expense and unamortized debt issuance costs ( 60,178 ) Term Loan $ 94,109 2029 Notes On May 13, 2024, pursuant to privately-negotiated agreements with certain holders of the 2025 Notes, we exchanged $ 148.0 million aggregate principal amount of 2025 Notes for (i) $ 111.0 million aggregate principal amount of the 2029 Notes and (ii) May 2024 Warrants to purchase up to 45.8 million shares of our common stock. This will create additional taxable income related to the cancellation of debt, however, we expect this taxable income will be fully offset by our net operating loss carryforwards. On May 13, 2024, we also issued $ 5.0 million aggregate principal amount of the 2029 Notes to HCRx in exchange for a $ 5.0 million reduction in our deferred royalty obligation. The 2029 Notes are second-lien secured obligations of the Company and bear interest at a rate of 6.00 % per year payable quarterly in arrears beginning on June 30, 2024. The 2029 Notes will mature on May 13, 2029, unless earlier converted, redeemed or repurchased in accordance with their terms. The 2029 Notes will be convertible into shares of our common stock at an initial conversion rate of 444.4444 shares per $ 1,000 principal amount (the “Conversion Option”), which is equivalent to a conversion price of $ 2.25 per share of common stock and subject to adjustment upon the occurrence of certain events and customary anti-dilution adjustments. Upon conversion of the 2029 Notes, we will deliver shares of our common stock plus cash in lieu of any fractional shares to the holders of the 2029 Notes. Holders of the 2029 Notes may convert their 2029 Notes at any time prior to the close of business on May 13, 2029. On or after May 13, 2026, we may redeem for cash all or a portion of the 2029 Notes if the last reported sale price of our common stock equals or exceeds 130 % of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period (the “Redemption Option”). The redemption price will be equal to the principal amount of the 2029 Notes to be redeemed, plus any accrued and unpaid interest as of the redemption date. The redemption price will also include an amount equal to the aggregate value of all remaining interest payments on the 2029 Notes to be redeemed from the redemption date through maturity, which is payable in cash or, under certain circumstances and if we so elect, in shares of our common stock or a combination of cash and our common stock. Any sha res of our common stock used to pay this amount will be valued based on their market price at the time of the redemption. In some cases, we will be required to make an offer to repurchase the 2029 Notes at a 101 % premium with proceeds from certain asset sales, subject, in some cases, to reinvestment rights. If certain corporate events occur prior to the maturity date, a holder that elects to convert their 2029 Notes may be entitled to receive a payment from us, in cash or, under certain circumstances and if we so elect, in shares of our common stock, or a combination of cash and our common stock, based on an increase in the conversion rate in connection with such corporate event. In addition, if we undergo certain fundamental changes, holders may require us to repurchase for cash all or any portion of their 2029 Notes at a price equal to the principal amount of the 2029 Notes to be repurchased, plus any accrued and unpaid interest as of the repurchase date. No holder will be entitled to receive shares of our common stock in connection with the 2029 Notes if such receipt 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 the number of shares of the common stock outstanding immediately after giving effect to such event. In addition, a holder may elect to receive pre-funded warrants with respect to any shares of common stock that would otherwise be issuable in connection with the 2029 Notes but for the foregoing ownership limitations. These pre-funded warrants will have an exercise price of $ 0.0001 per share and will not expire. As of September 30, 2024, no pre-funded warrants have been issued. All obligations under the 2029 Notes are secured on a second priority basis by the same collateral that secures the obligations under the Term Loan. The 2029 Notes contain covenants and events of default that are generally consistent with the Term Loan. As of September 30, 2024, we were in compliance with these covenants. We accounted for the exchange of the 2025 Notes for the 2029 Notes and May 2024 Warrants as a debt extinguishment because the terms of the 2029 Notes are substantially different from the terms of the 2025 Notes. We recognized a $ 44.7 million gain on extinguishment of debt during the nine months ended September 30, 2024, the components of which are shown in the following table (in thousands): Condensed Consolidated Balance Sheet Line Transaction Amount Convertible senior notes due 2025 Extinguishment of 2025 Notes - principal $ 148,000 Convertible senior notes due 2025 Extinguishment of 2025 Notes - debt issuance costs ( 1,125 ) Convertible senior notes due 2029 Issuance of 2029 Notes recorded at fair value ( 78,889 ) Common stock warrants Issuance of May 2024 Warrants recorded at fair value ( 23,284 ) Gain on extinguishment of debt $ 44,702 As required by extinguishment accounting, the 2029 Notes received by the holders of the 2025 Notes were recorded at their initial fair value of $ 78.9 million as of May 8, 2024, which was estimated using a risk-neutral convertible bond model implemented using a binomial lattice which incorporates certain unobservable Level 3 key inputs including: (i) the volatility of our common stock price and (ii) our estimated credit spread. The $ 32.1 million difference between the initial fair value of $ 78.9 million and the principal amount of $ 111.0 million will be amortized to interest expense over the term of the 2029 Notes using the effective interest method over five years. In connection with the issuance of the 2029 Notes, we incurred $ 4.8 million of debt issuance costs, which are being amortized to interest expense using the effective interest method over five years . We have determined that the Conversion Option and Redemption Option are embedded derivatives that require bifurcation from the debt instrument and fair value recognition. These derivatives are referred to as the 2029 Notes Derivatives in Note 5, “ Fair Value Measurements” to our condensed consolidated financial statements. The 2029 Notes Derivatives were bifurcated at their initial fair value of $ 28.9 million. The following is a summary of the debt issuance costs and discounts being amortized to interest expense over the term of the 2029 Notes using the effective interest method, resulting in an effective interest rate of 26.94 % (in thousands): Amount Initial fair value adjustment $ 32,111 Debt issuance costs 4,758 Bifurcation of embedded derivatives 28,877 Debt issuance costs and discounts related to the 2029 Notes $ 65,746 The outstanding balance of the 2029 Notes consisted of the following (in thousands): As of September 30, 2024 Principal $ 116,000 Less: unamortized debt issuance costs and discounts ( 63,172 ) Plus: fair value of bifurcated derivative 19,263 2029 Notes $ 72,091 We determined the expected life of the 2029 Notes was equal to its five-year term. As of September 30, 2024, the “if-converted value” did not exceed the remaining principal amount of the 2029 Notes. The fair value of the 2029 Notes is influenced by market interest rates, our stock price and stock price volatility, and has been classified as Level 3 within the fair value hierarchy as it uses unobservable inputs. The estimated fair value of the 2029 Notes as of September 30, 2024 was approximately $ 87.2 million. We recognized $ 3.5 million of interest expense related to the 2029 Notes during the three months ended September 30, 2024 , which consisted of $ 1.8 million of amortization and $ 1.7 million of contractual interest expense. We recognized $ 5.5 million of interest expense related to the 2029 Notes during the nine months ended September 30, 2024 , which consisted of $ 2.8 million of amortization and $ 2.7 million of contractual interest expense. Future minimum payments on the 2029 Notes as of September 30, 2024 were as follows (in thousands): Years ended December 31, Future Minimum 2024 $ 1,740 2025 6,960 2026 6,960 2027 6,960 2028 6,960 2029 118,552 Total minimum payments 148,132 Less: interest expense and unamortized debt issuance costs and discounts ( 95,304 ) Plus: fair value of bifurcated derivative 19,263 2029 Notes $ 72,091 Deferred Royalty Obligation In September 2019, we entered into the Revenue Interest Agreement with HCRx, which was subsequently amended in June 2021, August 2023, and May 2024, under which we have received a total of $ 135.0 million, less certain transaction expenses. In exchange for this amount, HCRx receives payments from us at a percentage of net revenues of selinexor and any of our other future products, including worldwide net product sales and upfront payments, milestones, and royalties. Total payments to HCRx are capped at $ 263.3 million (the “Payment Cap”). In May 2024, we entered into an amendment (the “HCRx Amendment”) to the Amended Revenue Interest Agreement with HCRx, pursuant to which we: (1) made a cash payment to HCRx in the amount of $ 49.5 million; (2) delivered to HCRx a Term Loan note with a principal amount of $ 15.0 million; and (3) delivered to HCRx 2029 Notes with a principal amount of $ 5.0 million. As the repayment of the funded amount is contingent upon worldwide net product sales and upfront payments, milestones, and royalties, the repayment term may be shortened or extended depending on actual worldwide net product sales and upfront payments, milestones, and royalties. The repayment period expires on the earlier of (i) the date in which HCRx has received cash payments totaling $263.3 million or (ii) the legal maturity date of October 1, 2031. If HCRx has not received total payments equal to $263.3 million by September 2031, we will be required to pay an amount equal to $135.0 million plus a specific annual rate of return less payments previously paid to HCRx. In the event of a change of control, an event of default, including, among others, our failure to pay any amounts due to HCRx, insolvency, our failure to pay indebtedness when due, the revocation of regulatory approval of XPOVIO in the U.S. or our breach of any covenant contained in the Amended Revenue Interest Agreement and our failure to cure the breach within the prescribed time frame, we are obligated to pay HCRx an amount equal to $263.3 million less payments previously paid to HCRx. After giving effect to the above, as of May 2024, we had made aggregate payments under the Amended Revenue Interest Agreement totaling $ 135.0 million and the maximum remaining amount we owed to HCRx was $ 128.3 million. After May 2024, we are obligated to make quarterly payments in the amount of a fixed percentage of our net product revenues, upfront payments, milestones, and royalties earned in the applicable quarter, subject to the provisions in the Amended Revenue Interest Agreement described earlier in this footnote. The HCRx Amendment also subordinates the indebtedness and liens under the Amended Revenue Interest Agreement to the indebtedness and liens under the Term Loan, and, subject to certain exceptions, makes the indebtedness and liens under the Amended Revenue Interest Agreement pari passu with the indebtedness and liens under the 2029 Notes. In addition, the HCRx Amendment reduces the exercise price of 250,000 warrants to purchase shares of common stock issued to HCRx on August 1, 2023 from $ 2.25 per share to $ 1.10 per share. We have evaluated the terms of the Amended Revenue Interest Agreement and concluded that its features are similar to those of a debt instrument. Accordingly, we have accounted for the transaction as long-term debt and presented it as a deferred royalty obligation on our condensed consolidated balance sheets. We have also determined that the repayment of $ 263.3 million, less all payments made to date, upon a change of control is an embedded derivative that requires bifurcation from the debt instrument and fair value recognition as further described in Note 5, “ Fair Value Measurements” . As of September 30, 2024, we have made $ 140.9 million in payments to HCRx. The effective interest rate as of September 30, 2024 was approximately 16.08 % . We have incurred debt issuance costs totalin g $ 1.7 million which have been netted against the debt and are being amortized over the estimated term of the debt using the effective interest method, adjusted on a prospective basis for changes in the underlying assumptions and inputs. The carrying value of the deferred royalty obligation as of September 30, 2024 and December 31, 2023 was $ 73.5 million and $ 129.7 million, respectively, which included the carrying amount of the debt, the fair value of the bifurcated embedded derivative liability, and unamortized debt issuance costs. The carrying value of the deferred royalty obligation approximated fair value as of September 30, 2024 and December 31, 2023 and was based on our estimates of future payments to HCRx over the life of the arrangement, which are considered Level 3 inputs. |