What the changes say
- Karyopharm faces severe going concern doubts, with cash runway only into the second quarter of 2026.
- Debt restructuring, convertible notes, and warrants heavily impact capital structure and shareholder dilution.
- Regulatory hurdles, FDA trial feedback, and intense competition threaten XPOVIO and selinexor development.
What changed since the prior 10-K
New
- NewRisks Related to Our Financial Position and Capital Requirements
evaluate strategic opportunities, such as the acquisition or in-license of other products, product candidates, technologies or companies
We cannot guarantee that sales of XPOVIO alone will generate sufficient revenue to achieve or sustain profitability.
- NewRisks Related to Our Financial Position and Capital Requirements
Note holders may require us to repurchase their Convertible Notes following a fundamental change at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest
Holders of our 2028 and 2029 Convertible Notes may require cash repurchases upon fundamental changes or convert notes into common stock.
- NewRisks Related to Commercialization and Product Development
We face substantial competition for XPOVIO in multiple myeloma and will face competition for XPOVIO in any additional indications for which it may be approved
We face substantial competition from major pharmaceutical and biotechnology companies for XPOVIO in multiple myeloma and future indications.
- NewRisks Related to Commercialization and Product Development
failure of any product candidates to demonstrate safety and effectiveness in any clinical trial could negatively impact the perception of selinexor or our other product candidates and/or cause the FDA or other regulatory authorities to require additional testing before any of our product candidates are approved
FDA feedback on our SIENDO trial and XPORT-EC-042 trial regarding patient populations and trial design could require additional testing or delay approvals.
- NewRisks Related to Commercialization and Product Development
products, which would harm our business and results of operations. In addition, many of the factors that cause, or lead to, clinical trial delays may ultimately lead to the denial of regulatory approval of our product candidates
Undesirable side effects from selinexor or XPOVIO could force us to abandon or limit clinical development and commercialization.
- NewRisks Related to Regulatory Matters
a new discounting program. The IRA permits the Secretary of the HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years
The IRA and the One Big Beautiful Bill Act expose our single-source drugs to Medicare price negotiations and expanded orphan drug rules.
- NewRisks Related to Regulatory Matters
transfer of sensitive US data to countries such as China. These data transfer restrictions (and others that may pass in the future) may create operational challenges and legal risks for our business
State privacy laws like the CCPA and potential restrictions on transferring US data to China create operational and legal challenges.
- NewRisks Related to Regulatory Matters
Changes in and uncertainty surrounding U.S. trade policy could have a material adverse impact on our business, financial condition and results of operations
U.S. tariffs and international trade policy changes under the Trump administration could disrupt our supply chain and increase material costs.
- NewRisks Related to Regulatory Matters
The biopharmaceutical industry is subject to extensive regulatory obligations and policies that may be subject to change, including due to judicial challenges, election cycles, and resulting regulatory updates and changes in policy priorities
The Supreme Court's decision to end Chevron deference increases the frequency and success rate of legal challenges against FDA and HHS regulations.
- NewRisks Related to Our Intellectual Property
We use artificial intelligence in our business processes, which could adversely impact our business and operations, including by posing security and other risks to our confidential or proprietary information, including personal information, and, as a result, we may be exposed to reputational harm and liability
Using generative AI tools for internal productivity exposes us to cybersecurity, data privacy, and intellectual property risks.
- NewRisks Related to Our Common Stock
If we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted from trading, which would adversely affect the liquidity of our common stock and our ability to raise additional capital
We executed a 1-for-15 reverse stock split to regain compliance with Nasdaq's $1.00 minimum bid price rule after a deficiency notice.
- NewRisks Related to Our Common Stock
We have a substantial number of warrants to purchase common stock outstanding and may in the future issue additional warrants. The exercise of our outstanding warrants will dilute existing stockholders and could adversely affect the trading price of our common stock
Outstanding warrants for up to 9,622,478 shares of common stock could severely dilute existing stockholders and depress our stock price.
- NewRisks Related to Our Common Stock
XPOVIO, or if we cannot obtain regulatory approvals for, or if we otherwise fail to successfully commercialize and launch, our product candidates
Dropped
- DroppedRisks Related to Commercialization and Product Development
We face substantial competition, which may result in others discovering, developing or commercializing drugs before or more successfully than we do
- DroppedRisks Related to Our Financial Position and Capital Requirements
acquire or in-license other products, product candidates or technologies
- DroppedRisks Related to Our Financial Position and Capital Requirements
We will need additional funding to achieve our business objectives. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce or eliminate our research and development programs and/or commercialization efforts
Intense competition in discovering and developing new cancer drugs from major companies.
- DroppedRisks Related to Our Financial Position and Capital Requirements
The conditional conversion feature of the 2025 Notes, if triggered, may adversely affect our financial condition and operating results
- DroppedRisks Related to Our Financial Position and Capital Requirements
convertible debt and cannot enter into any new debt without the consent of HCRx, the required lenders or the required holders, respectively, subject to the exceptions and other provisions under the applicable governing document
- DroppedRisks Related to Our Common Stock
such reverse stock split to be determined at the sole discretion of our Board of Directors, without further approval or authorization of our stockholders. However, there can be no assurances that we will be able to regain compliance with the Bid Price Rule
- DroppedRisks Related to Our Common Stock
the future, or we experience high turnover of our personnel in our financial reporting functions, these shortcomings could have an adverse effect on our business and financial results, and the price of our common stock could be negatively affected
Reworded
- 96% rewrittenRisks Related to Regulatory Matters
The prices of prescription pharmaceuticals in the U.S. and foreign jurisdictions are subject to considerable legislative and executive actions and could impact the prices we obtain for our products, if and when licensed
Updated to cite the August 2022 Inflation Reduction Act, detailing Medicare price negotiation caps, inflation rebates, and Part D redesign.
- 94% rewrittenRisks Related to Our Financial Position and Capital Requirements
Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price
Updated macroeconomic risk factors to remove specific mentions of Russia-Ukraine and Israel-Hamas wars, focusing instead on banking failures and tightened credit.
- 87% rewrittenRisks Related to Commercialization and Product Development
If we are not able to compete effectively against current or potential competitors, our business will not grow and our financial condition and operations will suffer
Minor grammatical corrections changing 'we, or our collaborators' to 'we or our collaborators' regarding clinical trial outcomes.
- 76% rewrittenRisks Related to Our Financial Position and Capital Requirements
Our financial condition raises substantial doubt as to our ability to continue as a going concern
Updated cash figures down to $63.7 million as of December 31, 2025, with liquidity extending into Q2 2026, and added specific Phase 3 trials requiring capital.
- 73% rewrittenRisks Related to Our Common Stock
Securities or other litigation could result in substantial costs and may divert management’s time and attention from our business
Removed reference to the COVID-19 pandemic as a driver of pharmaceutical stock price volatility and securities litigation.
- 70% rewrittenRisks Related to Commercialization and Product Development
have the product removed from the market after obtaining marketing approval
Retained the 2022 FDORA and FDA Diversity Action Plan guidance requirements for Phase 3 trials without substantive textual changes.
- 69% rewrittenRisks Related to Regulatory Matters
Changes in U.S. and international trade policies, particularly with respect to China, may adversely impact our business and operating results
Expanded to explicitly state that some manufacturers are in China, exposing us to supply disruptions and trade restrictions on Chinese biotech companies.
- 69% rewrittenRisks Related to Our Financial Position and Capital Requirements
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
Updated debt figures following October 2025 Financing Transactions, listing $112.5M Amended Term Loan, $15M 2028 Notes, $103.5M New 2029 Notes, and $116.2M revenue interest.
Was: 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 Term Loan, the 2029 Notes, the 2025 Notes or the Amended Revenue Interest Agreement
- 64% rewrittenRisks Related to Our Financial Position and Capital Requirements
placing us at a possible competitive disadvantage with competitors that are less leveraged than we are or have better access to capital
- 63% rewrittenRisks Related to Our Financial Position and Capital Requirements
Raising additional capital and other equity issuances by us may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our product candidates
Was: Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our product candidates
- 61% rewrittenRisks Related to Our Financial Position and Capital Requirements
our ability to continue as a going concern
- 54% rewrittenRisks Related to Regulatory Matters
We, or our collaborators, may not be able to obtain orphan drug exclusivity for any product candidates we, or they, may develop, and even if we do, that exclusivity may not prevent the FDA or the EMA from approving other competing products
- 53% rewrittenRisks Related to Regulatory Matters
Our reporting and payment obligations under the Medicaid Drug Rebate Program and other governmental drug pricing programs are complex and may involve subjective decisions. Any failure to comply with those obligations could subject us to penalties and sanctions
- 50% rewrittenRisks Related to Our Financial Position and Capital Requirements
The accounting method for convertible debt securities such as the Convertible Notes could have a material effect on our reported financial results
Was: The accounting method for convertible debt securities such as the 2025 Notes and the 2029 Notes could have a material effect on our reported financial results
- 50% rewrittenRisks Related to Our Common Stock
the other risks and uncertainties described in this “Risk Factors” section
- 48% rewrittenRisks Related to Regulatory Matters
Current and future legislation may increase the difficulty and cost for us, or any collaborators, to obtain marketing approval and commercialize our or their product candidates, if approved, and affect the prices we, or they, may obtain
- 45% rewrittenRisks Related to Our Operations and Employee Matters
Our future success depends on our ability to retain key members of our management team and to attract, retain and motivate qualified personnel
- 43% rewrittenRisks Related to Our Common Stock
If we identify a material weakness in our internal control over financial reporting, it could have an adverse effect on our business and financial results and our ability to meet our reporting obligations could be negatively affected, each of which could negatively affect the trading price of our common stock
- 34% rewrittenRisks Related to Our Common Stock
The price of our common stock has been and may continue to be volatile and your investment in our stock could decline in value or fluctuate significantly, including as a result of analysts’ activities
- 30% rewrittenRisks Related to Commercialization and Product Development
The business that we or our collaborators conduct outside of the U.S. may be adversely affected by international risks and uncertainties
- 23% rewrittenRisks Related to Our Financial Position and Capital Requirements
We have incurred significant losses since inception, expect to continue to incur significant losses, and may never achieve or maintain profitability
All 74 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Financial Position and Capital Requirements
- 01Our financial condition raises substantial doubt as to our ability to continue as a going concern76% rewritten
- 02We have incurred significant losses since inception, expect to continue to incur significant losses, and may never achieve or maintain profitability23% rewritten
- 03navigating the negative impacts to healthcare systems, the ability of our clinical trial sites to conduct current or future trials and the regulatory review process
- 04evaluate strategic opportunities, such as the acquisition or in-license of other products, product candidates, technologies or companiesNew
- 05our ability to continue as a going concern61% rewritten
- 06Our 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 Agreement69% rewritten
- 07placing us at a possible competitive disadvantage with competitors that are less leveraged than we are or have better access to capital64% rewritten
- 08Note holders may require us to repurchase their Convertible Notes following a fundamental change at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interestNew
- 09The accounting method for convertible debt securities such as the Convertible Notes could have a material effect on our reported financial results50% rewritten
- 10Raising additional capital and other equity issuances by us may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our product candidates63% rewritten
- 11Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price94% rewritten
Risks Related to Commercialization and Product Development
- 12adverse publicity about our products or favorable publicity about competitive products; and
- 13our ability to maintain compliance with existing and new health care laws and regulations, including government pricing, price reporting and other disclosure requirements related to such laws and regulations, and the potential impact of such laws and regulations on physician prescribing practices and payor coverage
- 14We face substantial competition for XPOVIO in multiple myeloma and will face competition for XPOVIO in any additional indications for which it may be approvedNew
- 15If we are not able to compete effectively against current or potential competitors, our business will not grow and our financial condition and operations will suffer87% rewritten
- 16failure of any product candidates to demonstrate safety and effectiveness in any clinical trial could negatively impact the perception of selinexor or our other product candidates and/or cause the FDA or other regulatory authorities to require additional testing before any of our product candidates are approvedNew
- 17negative impacts resulting from a pandemic or other public health emergency, including impacts to healthcare systems and our trial sites’ ability to conduct trial
- 18have the product removed from the market after obtaining marketing approval70% rewritten
- 19products, which would harm our business and results of operations. In addition, many of the factors that cause, or lead to, clinical trial delays may ultimately lead to the denial of regulatory approval of our product candidatesNew
- 20our reputation may suffer
- 21The results of previous clinical trials may not be predictive of future trial results, and interim or top-line data may be subject to change or qualification based on the complete analyses of data and, therefore, may not be predictive of the final results of a trial
- 22We may not be successful in our efforts to identify or discover additional potential product candidates, or our decisions to prioritize the development of certain product candidates over others may later prove wrong
- 23potential product candidates may not be effective in treating their targeted diseases
- 24If we are unable to maintain or expand our sales, marketing and distribution capabilities, we may not be successful in commercializing XPOVIO or any of our products or product candidates, if approved, that we may acquire or develop
- 25our ability to supply sufficient inventory of our products for commercial sale
- 26Product liability lawsuits against us could divert our resources, cause us to incur substantial liabilities and limit commercialization of XPOVIO or any other products that we may develop or acquire
- 27the inability to successfully commercialize XPOVIO and any other products that we may develop or acquire
- 28The business that we or our collaborators conduct outside of the U.S. may be adversely affected by international risks and uncertainties30% rewritten
Risks Related to Regulatory Matters
- 29a product may not be approved for the indications that we, or our collaborators, request or may be limited or subject to restrictions or post-approval commitments that render the approved drug not commercially viable
- 30injunctions or the imposition of civil or criminal penalties
- 31We, or our collaborators, may not be able to obtain orphan drug exclusivity for any product candidates we, or they, may develop, and even if we do, that exclusivity may not prevent the FDA or the EMA from approving other competing products54% rewritten
- 32Current and future legislation may increase the difficulty and cost for us, or any collaborators, to obtain marketing approval and commercialize our or their product candidates, if approved, and affect the prices we, or they, may obtain48% rewritten
- 33The prices of prescription pharmaceuticals in the U.S. and foreign jurisdictions are subject to considerable legislative and executive actions and could impact the prices we obtain for our products, if and when licensed96% rewritten
- 34a new discounting program. The IRA permits the Secretary of the HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial yearsNew
- 35Our reporting and payment obligations under the Medicaid Drug Rebate Program and other governmental drug pricing programs are complex and may involve subjective decisions. Any failure to comply with those obligations could subject us to penalties and sanctions53% rewritten
- 36transfer of sensitive US data to countries such as China. These data transfer restrictions (and others that may pass in the future) may create operational challenges and legal risks for our businessNew
- 37Our employees, independent contractors, consultants, collaborators and vendors may engage in misconduct or other improper activities, including non-compliance with regulatory standards and/or requirements and insider trading, which could cause significant liability for us and harm our reputation
- 38If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on our business
- 39Laws and regulations governing international operations we may have in the future may preclude us from developing, manufacturing and selling certain products outside of the U.S. and require us to develop and implement costly compliance programs
- 40With the passage of the CREATES Act, we are exposed to possible litigation and damages by competitors who may claim that we are not providing sufficient quantities of our approved products on commercially reasonable, market-based terms for testing in support of their ANDAs and 505(b)(2) applications
- 41We are subject to governmental export and import controls that could impair our or our collaborators’ ability to compete in international markets due to licensing requirements and subject us or them to liability if we or they are not in compliance with applicable laws
- 42Changes in and uncertainty surrounding U.S. trade policy could have a material adverse impact on our business, financial condition and results of operationsNew
- 43Changes in U.S. and international trade policies, particularly with respect to China, may adversely impact our business and operating results69% rewritten
- 44The biopharmaceutical industry is subject to extensive regulatory obligations and policies that may be subject to change, including due to judicial challenges, election cycles, and resulting regulatory updates and changes in policy prioritiesNew
Risks Related to Our Dependence on Third Parties
- 45If we are unable to establish and maintain our agreements with third parties to distribute XPOVIO to patients, our results of operations and business could be adversely affected
- 46We rely on third parties as we conduct our clinical trials and some aspects of our research and preclinical studies, and those third parties may not perform satisfactorily, including not meeting local regulatory submission requirements or failing to meet deadlines for the completion of such trials, research or testing
- 47We do not own or operate, and currently have no plans to establish, any manufacturing facilities for our products or product candidates. We currently rely, and expect to continue to rely, on third-party contract manufacturers to manufacture our products and product candidates for our commercial and clinical use
- 48the possible misappropriation or disclosure by the third party or others of our proprietary information, including our trade secrets and know-how
Risks Related to Our Intellectual Property
- 49We may become involved in lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive, time-consuming and unsuccessful
- 50Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business
- 51We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers
- 52Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities
- 53Obtaining and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
- 54If our product candidates or any of our future product candidates obtain regulatory approval, additional competitors could enter the market with generic versions of such products, which may result in a material decline in sales of our competing products
- 55If we do not successfully extend the term of patents covering our product candidates under the Hatch-Waxman Amendments and similar foreign legislation, our business may be materially harmed
- 56If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed
- 57Not all of our trademarks are registered. Failure to secure those registrations could adversely affect our business
- 58We use artificial intelligence in our business processes, which could adversely impact our business and operations, including by posing security and other risks to our confidential or proprietary information, including personal information, and, as a result, we may be exposed to reputational harm and liabilityNew
Risks Related to Our Operations and Employee Matters
- 59Our future success depends on our ability to retain key members of our management team and to attract, retain and motivate qualified personnel45% rewritten
- 60Our business and operations may be materially adversely affected in the event of information technology system failures or security breaches, and the costs and consequences of implementing data protection measures could be significant
Risks Related to Our Common Stock
- 61If we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted from trading, which would adversely affect the liquidity of our common stock and our ability to raise additional capitalNew
- 62We have a substantial number of warrants to purchase common stock outstanding and may in the future issue additional warrants. The exercise of our outstanding warrants will dilute existing stockholders and could adversely affect the trading price of our common stockNew
- 63Provisions in our corporate charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management
- 64require the approval of the holders of at least 75% of the votes that all our stockholders would be entitled to cast to amend or repeal certain provisions of our charter or bylaws
- 65The price of our common stock has been and may continue to be volatile and your investment in our stock could decline in value or fluctuate significantly, including as a result of analysts’ activities34% rewritten
- 66the other risks and uncertainties described in this “Risk Factors” section50% rewritten
- 67Securities or other litigation could result in substantial costs and may divert management’s time and attention from our business73% rewritten
- 68XPOVIO, or if we cannot obtain regulatory approvals for, or if we otherwise fail to successfully commercialize and launch, our product candidatesNew
- 69We have broad discretion in the use of our cash, cash equivalents and investments and may not use them effectively
- 70We are a “smaller reporting company”, and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors
- 71If we identify a material weakness in our internal control over financial reporting, it could have an adverse effect on our business and financial results and our ability to meet our reporting obligations could be negatively affected, each of which could negatively affect the trading price of our common stock43% rewritten
- 72If the estimates we make, or the assumptions on which we rely, in preparing our consolidated financial statements, our projected guidance and/or our projected market opportunities prove inaccurate, our actual results may vary from those reflected in our projections and accruals
- 73Our ability to use our net operating loss carryforwards and tax credit carryforwards to offset future taxable income may be subject to certain limitations
- 74Changes in tax laws or in their implementation or interpretation may adversely affect our business and financial condition
Other Karyopharm Therapeutics 10-Ks
- FY2024 10-K risk factors68 risks
Karyopharm faces substantial going concern doubt with an accumulated deficit of $1.6 billion and net loss of $76.4 million in 2024. The company carries significant indebtedness totaling hundreds of millions across 2025 Notes, 2029 Notes, and an Amended Revenue Interest Agreement. Operations depend heavily on the successful commercialization and patent exclusivity of XPOVIO in hematological malignancies.
Filed Feb 19, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.