PUMA BIOTECHNOLOGY, INC. Debt Disclosure

Note 9—Debt

 

Long-term debt consisted of the following at December 31, 2025 (in thousands):

 

		December 31, 2025			Maturity Date
Total debt, inclusive of $2.0 million exit payment		$	102,000		July 23, 2026
Less: unamortized debt issuance costs and discounts			(152	)
Less: current portion			(22,523	)
Less: debt repayment			(79,325	)
Total long-term debt, net		$	(0	)

 

Athyrium Note Purchase Agreement

 

The Company issued senior notes for an aggregate principal amount of $100.0 million pursuant to a note purchase agreement dated July 23, 2021 by the Company, and its subsidiary, and Athyrium, as Administrative Agent, and certain other investor parties (the “Note Purchase Agreement”), with an initial maturity date of July 23, 2026 (the “Athyrium Notes”). The Athyrium Notes were issued for face amount of $100.0 million net of an original issue discount of $1.5 million. The Athyrium Notes also require a 2.0% exit payment to be made on each payment of principal. The borrowings under the Athyrium Notes, together with cash on hand, were used to repay the Company’s outstanding indebtedness, including the applicable exit and prepayment fees owed to lenders under its prior credit facility with Oxford. The Athyrium Notes are secured by substantially all of the Company’s assets. The Company incurred $1.9 million of deferred financing costs with the initial borrowing of the Athyrium Notes.

 

Interest on the Athyrium Notes is calculated in part based on the Secured Overnight Financing Rate (“SOFR”), which replaced the “London Interbank Offering Rate” as the floating benchmark for interest rate calculations applicable to the Athyrium Notes pursuant to the terms of the Third Amendment to Note Purchase Agreement dated as of  September 16, 2022. (the “Third Amendment”). The modification of the Note Purchase Agreement pursuant to the Third Amendment did not meet the requirements of a debt extinguishment under ASC Topic 470-50 - Debt Modifications and Exchanges and no gain or loss was recognized. The Company performed a quantitative analysis and determined that the terms of the new debt and original debt instrument were not substantially different. Accordingly, the Third Amendment is accounted for as a debt modification.

 

Following the effectiveness of the Third Amendment, the Athyrium Notes bear interest at an annual rate equal to the sum of (a) eight percent (8.00%) plus (b) the lesser of (i) the sum of (x) three-month term SOFR for an interest period of three months plus (y) 0.26161% (26.161 basis points) and (ii) three and one-half of one percent (3.50%) per annum. Interest is payable quarterly on the last business day of March, June, September and December each year. In the second quarter of 2024, the Company began paying the principal payments required to be made quarterly at 11.11% of the original face amount. The remaining balance will be paid at maturity. Each principal payment also includes a 2.0% exit payment. Each quarterly principal payment approximates $11.1 million, and each quarterly exit fee payment approximates $0.2 million. As of December 31, 2025, the effective interest rate for the loan was 12.99%. The carrying amounts of the Company’s debt approximate fair value because of the short‑term nature and near‑term maturity of the instruments.

 

As of December 31, 2025, the Company  may prepay the outstanding principal balance of the notes, in whole or in part, without premium or penalty. 

 

The Athyrium Notes include affirmative and negative covenants applicable to the Company. The affirmative covenants include, among others, covenants requiring the Company to maintain its legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage, and satisfy certain requirements regarding deposit accounts. The negative covenants include, among others, restrictions on the Company’s transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets and suffering a change in control, in each case subject to certain exceptions. The Company is also required to maintain minimum cash balances and achieve certain minimum product revenue targets, measured as of the last day of each fiscal quarter on a trailing year-to-date basis. As of December 31, 2025, the Company was in compliance with such covenants.

 

As of December 31, 2025, the principal balance outstanding under the Athyrium Notes was $22.5 million, representing all of the Company’s debt. 

 

The future minimum principal and exit payments under the Athyrium Notes as of December 31, 2025, were as follows (in thousands):

 

		Amount
2026			22,675
Total		$	22,675

 

Debt Issuance Costs and Discounts

 

Debt issuance costs and discounts consist of the following (in thousands):

 

		December 31, 2025				December 31, 2024
Debt issuance costs and discounts (Athyrium Notes)		$	5,410			$	5,410
Less: accumulated amortization			(5,258	)			(4,454	)
Included in current portion of debt		$	152			$	956

 

Debt issuance costs and discounts are financing costs related to the Company’s outstanding debt. Amortization of debt issuance costs is expensed using the effective interest method and is included in interest expense in the consolidated statements of operations. For the years ended December 31, 2025, 2024 and 2023, the Company recorded approximately $0.8 million, $1.4 million and $1.3 million, respectively, of interest expense related to the amortization of debt issuance costs, discounts and exit fees in the consolidated statements of operations.