Zevra Therapeutics, inc.
Employment Agreement
Justin Renz
Effective as of March 9 2026
Zevra Therapeutics, Inc.
Employment Agreement
The Employment Agreement (“Agreement” is made and entered into effective as of March 9, 2026 by and between Zevra Therapeutics, Inc., a Delaware corporation (the “Company”), including its affiliates, parent, subsidiaries, successors, and assigns Justin Renz(“Executive”) (each being “Party” hereto and together constituting the “Parties”).
Whereas, the Company desires to employ the Executive as its Chief Financial Officer (and principal financial officer) under the terms and conditions set forth below.
Now, Therefore, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1.Employment.
A.Employment. Company hereby desires to employ Executive and Executive hereby accepts such employment with Company as its Chief Financial Officer (and principal financial officer) and or in such other capacities as Company shall reasonably determine from time to time, upon the terms and conditions set forth in this Agreement.
B.Effective Date and Term. Company’s employment of Executive under this Agreement shall commence effective as of March 9, 2026 (the “Effective Date”), and continue until the Date of Termination (defined in Section 4(A)) (hereinafter such period of time from the commencement until termination of employment shall be referred to as the “Employment Term”).
C.Duties of Executive. During the Employment Term, all of the following shall apply: Executive shall carry out, perform and comply with such reasonable and lawful orders, directions, and written rules and policies (including those rules and policies memorialized in meeting minutes) as are assigned or set by Company’s Chief Executive Officer (CEO) from time to time. Executive shall report to, receive directions from and be reviewed by the (CEO) Executive’s duties shall include the duties and responsibilities commonly associated with and are appropriate for an individual of Executive’s or a similar position of a company similar to Company. Subject to the limitations of Section 4(E)(3)(iv), the (CEO) retains the right to modify Executive’s job title and responsibilities pursuant to the legitimate business needs of Company.
D.Duty of Loyalty. During the Employment Term, Executive shall not, without the prior written consent of the CEO, accept other employment or render or perform other services for compensation. Executive shall devote Executive’s full business time and attention and Executive’s best efforts to the faithful performance of Executive’s duties as an officer and employee of Company. Executive’s expenditure of reasonable amounts of time for teaching, personal business, or on behalf of charitable or professional organizations shall not be deemed a breach of this Agreement, provided such activities do
not materially interfere with the performance of Executive’s duties and responsibilities hereunder.
E.Place of Performance. Executive’s principal place of employment during the Employment Tenn will be in the Boston MA, Metro Area. Notwithstanding the foregoing, Executive understands and agrees that Executive’s presence may be required at other Company worksites, or Executive may be required to travel for business, in each case, in accordance with Executive’s duties and responsibilities under this Agreement, as business needs require or may change over time and as reasonably requested by the (CEO).
2.Compensation and Benefits. In consideration of the services to be rendered by Executive pursuant to this Agreement, as well as Executive’s covenants set forth in this Agreement, Company shall pay to Executive the following compensation, which shall be the entire and exclusive compensation for all of Executive’s services rendered and other obligations taken on Company’s behalf:
A.Annual Base Salary. During the Employment Term, Company shall pay to Executive an annualized base salary of $520,000 (the “Base Salary”). For calendar years in which Executive is employed for less than the full year, the Base Salary shall be prorated and accrue on a per diem basis for only those days on which Executive was employed during the Employment Term. The Base Salary will be paid by Company in equal installments according to Company’s customary payroll practices, but in any event not less frequently than monthly, and shall be subject to all mandatory and voluntary payroll deductions. By executing this Agreement, the Executive is affirmatively acknowledging and in agreement with being paid on a monthly basis. The Executive understands that s/he may elect to be paid on a semi-monthly basis, but must submit such request in writing and allow for at least one pay period upon receipt of the request for the to effectuate. Executive’s Base Salary shall be reviewed periodically by the Company’s Board of Directors (“Board of Directors”) or the Compensation Committee of the Board of Directors (the “Compensation Committee”) if so designated and may be appropriately increased from time to time in the sole discretion of Board of Directors or the Compensation Committee, as applicable.
B.Incentive Compensation. During the Employment Term, Executive shall be entitled to participate in all short-term and long-term incentive programs established by Company, at such levels as the Board of Directors or Compensation Committee determines. Executive’s annual short-term incentive opportunity target shall be no less than 45% of the Base Salary, as such percentage may be increased from time to time (the “Target Annual Bonus’’). The actual amount of such annual incentive compensation shall be determined in accordance with the applicable plans based on 1) the determination of the Company as to whether the Executive has achieved relevant performance goals and 2) Company performance objectives established in advance by the Board of Directors or the Compensation Committee, taking into account input from the CEO. Such actual annual short term incentive compensation amount may be more or less than the target
amount and no incentive is guaranteed. The incentive compensation is a bonus and discretionary. Payment of any incentive will be subject to the terms, conditions, and limitations set forth in the governing program documentation, as in effect from time to time.
C.Upon the terms and conditions set forth in the following subsection, and subject to the approval of the Board of Directors (or Compensation Committee, as applicable), on or after the Effective Date, the Company shall make an award of non-statutory stock options allowing Executive to acquire 300,000 shares of Company common stock (the “Equity Award”) pursuant to and in accordance with the terms and conditions of Company’s Amended and Restated 2023 Employment Inducement Award Plan (the “2023 Plan”), or a successor plan (the “Plan”) and Company’s form of award agreement. The Equity Award will vest over a four (4) year period, with one-fourth vesting on the first anniversary of Executive’s date of hire and the remainder vesting in three (3) equal annual installments on the subsequent anniversaries thereof until such time that all such shares are fully vested, provided, that the Equity Award, and each other outstanding equity award granted to Executive, shall accelerate so as to be fully vested and will then be exercisable or settled, as applicable, immediately prior to any Change in Control (as defined in the 2023 Plan) of the Company. Notwithstanding the foregoing, the Equity awards described in this paragraph shall be subject to the terms, conditions, and limitations set forth in the Plan and any related individual award agreement. Notwithstanding anything to the contrary contained herein or in the Offer Letter dated February 26, 2026, if the Board of Directors (or Compensation Committee, as applicable) determines that granting the Equity Award on or around the Effective Date could (i) require enhanced disclosure under applicable securities laws (including Item 402(x) of Regulation S-K), (ii) raise “spring-loading”, “bullet-dodging” or similar considerations, or (iii) otherwise implicate compliance with applicable securities laws, stock exchange listing standards, or the Company’s equity grant or insider trading policies, the Company may delay the grant date to the first date on which the Board of Directors (or Compensation Committee, as applicable) determines that the grant may be made in compliance with such requirements and policies. Any such delay shall not reduce the number of shares subject to the Equity Award (subject to customary adjustments under the applicable equity plan) and the exercise price shall be the fair market value of a share of the Company’s common stock on the actual grant date as determined in accordance with the 2023 Plan. The Executive acknowledges that the timing of the grant date is subject to the foregoing compliance considerations and that no Equity Award shall be deemed granted unless and until approved by the Board of Directors (or Compensation Committee, as applicable).
D.Retirement; Welfare and Other Benefit Plans and Programs. During the Employment Term, Executive shall be entitled to participate in the employee retirement and welfare benefit plans and programs made available to Company’s other senior level executives as a group, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of such plans, including but not limited to,
life, health and disability plans, and a 401(k) retirement plan and similar or other plans generally made available to Company employees. During the Employment Term, Executive shall be eligible for Paid Time off and holidays in accordance with the Company’s policies. Nothing in this Agreement or otherwise shall prevent Company from amending or terminating after the Effective Date any retirement, welfare or other employee benefit plans, programs, policies or perquisites from time to time as Company deems appropriate, and Executive’s participation in any such plan, program, policy and perquisite shall be subject to the terms, provisions, rules and regulations thereof.
E.Reimbursement of Expenses. During the Employment Term, Company shall reimburse Executive for all reasonable and necessary business expenses that Executive incurs while performing Executive’s duties under this Agreement in accordance with Company’s general policies of expense reimbursement in effect from time to time.
3.Company Policies and Procedures. Executive agrees to observe and comply with the reasonable and lawful policies and procedures of Company as adopted by the Board of Directors in writing or reflected in the formal minutes of the Board of Directors or committee thereof, respecting performance of Executive’s duties and to carry out and to perform the reasonable and lawful orders and directions stated by Company to Executive, from time to time, either orally or in writing.
4.Termination.
A.Notice of Termination and Date of Termination. Each Party must give written notice to the other of the intent to terminate this Agreement and Executive’s employment hereunder (‘‘Notice of Termination”). The Notice of Termination must specify a date of termination of employment, which shall incorporate any period of notice required by this Section 4 (“Date of Termination”). Executive may terminate Executive’s employment at any time by giving the Company Notice of Termination at least 30 days prior to the Date of Termination designated by Executive. Except as otherwise provided in Section 4.C below, Company may terminate Executive’s employment at any time by giving Executive a Notice of Termination at least 30 days prior to the Date of Termination designated by the Company.
B.Executive’s Death or Total Disability. Executive’s employment under this Agreement shall terminate upon the date of Executive’s death. Additionally, if, during the Employment Term, Executive suffers a Total Disability (as defined in Section 4(E)(3)(iii)), then Company may terminate Executive’s employment under this Agreement by giving Executive a Notice of Termination specifying the Date of Termination. Upon such termination due to death or Total Disability, Company shall pay to Executive or Executive’s estate (i) any Base Salary that has fully accrued but not been paid as of the effective date of such termination, as well as any vested and accrued employment benefits subject to the terms of any applicable employment benefit arrangements and applicable law but, except to the extent otherwise specified by Company in its sole discretion, excluding any cash or equity incentive programs or arrangements (“Accrued Benefits”) and (ii) a prorated bonus for the year in which
Executive’s death or Disability occurs, which bonus shall be calculated and paid in the same manner as set forth below in Section 4(E)(l)(b). All other rights and benefits of Executive and Executive’s dependents hereunder shall terminate upon such termination, except for any right to the continuation of benefits otherwise provided by law.
C.By Company with Cause. Company may terminate with Cause (as defined in Section 4(E)(3)(i)) Executive’s employment hereunder at any time, with or without advance notice. In order to terminate Executive’s employment hereunder with Cause, Company must give Notice of Termination to Executive specifying the Cause and the Date of Termination (as defined in Section 4(A)). Upon termination with Cause, Company shall pay to Executive all Accrued Benefits on the effective termination date. All other rights and benefits of Executive hereunder shall terminate upon such termination, except for any right to the continuation of benefits otherwise provided by law. For the avoidance of doubt, except as otherwise provided in the Plan or an individual award agreement, any outstanding Equity Award that is unvested and/or unexercised as of Executive’s termination for Cause shall lapse and be forfeited with no consideration due.
D.By Executive without Good Reason or by Mutual Agreement. Executive may terminate Executive’s employment without Good Reason (as defined in Section 4(E)(3)(iv)) at any time by giving Company Notice of Termination at least 30 days prior to the Date of Termination designated by Executive. In addition, this Agreement may be terminated at any time by written mutual agreement of the Parties with or without notice. Upon termination of Executive’s employment by Executive without Good Reason or termination by mutual agreement of the parties, Company shall pay to Executive all Accrued Benefits. All other rights and benefits of Executive hereunder shall terminate upon such termination, except for any right to the continuation of benefits otherwise provided by law.
E.Without Cause by Company or For Good Reason by Executive. Company may terminate Executive’s employment at any time without Cause by giving Executive a Notice of Termination at least 30 days prior to the Date of Termination, and Executive may terminate Executive’s employment for Good Reason by giving Company a Notice of Termination in accordance with Section 4(A) and subject to the notice requirements set forth in Section 4(E)(3)(iv). Upon termination of Executive’s employment without Cause by Company or for Good Reason by Executive, Company will pay Executive (1) all Accrued Benefits and (2) the severance compensation payable under Section 4(E)(l) hereof, to the extent applicable. All other rights and benefits of Executive hereunder shall terminate upon such termination, except for any right to the continuation of benefits otherwise provided by law.
(1)In the event that Company terminates Executive’s employment without Cause or Executive terminates his or her employment for Good Reason, and contingent upon the Executive’s timely execution and non-revocation of a release of
claims in the form attached hereto as Exhibit A (the “Separation Agreement”), then Company shall pay to Executive as severance compensation, the following:
(a)Executive’s Base Salary (at the rate payable at the time of such termination) for a period of twelve (12) months following the Date of Termination. Such severance compensation shall be paid by Company in substantially-equal installments according to Company’s customary payroll practices, with the first payment made on the first regularly scheduled pay day immediately following the date on which the Separation Agreement becomes effective and irrevocable, and subsequent payments to be made not less frequently than monthly; provided, however, that Company shall pay such severance in a single lump sum on the first regularly scheduled pay day immediately following the Date of Termination if such termination of employment occurs upon or within one (1) year following the consummation of a Sale that constitutes a “change in control event” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding any contrary provision herein, if the Separation Agreement does not become effective and irrevocable within sixty (60) days following the Date of Termination, Company shall have no obligation to pay any of the severance compensation described in this Section 4(E) to Executive.
(b) To the extent Executive has received an annual incentive compensation award for the performance period in which the Date of Termination occurs, his or her severance payments will include a portion of such award, determined at the specified target performance level (excluding any incentive override for above goal performance, or any project-specific or other non-standard incentives), pro-rated to reflect the number of days in the performance period during which Executive was employed through the Date of Termination. Such pro-rated amount shall be aggregated and paid with the cash severance pay described in Section 4(E)(1)(a) above.
(c) If Executive timely elects continued coverage under Section 4980B of the Code (“COBRA”), Executive’s monthly premium for COBRA coverage will be equal to the difference between (a) the monthly cost for the coverage in which Executive (and, if applicable, his dependents) was enrolled as of the Date of Termination; and (b) the premium (plus any related administrative charge) that would otherwise be due under COBRA; provided that such COBRA premium subsidy shall not continue beyond the earlier of: (i) twelve (12) months from the effective date of such COBRA coverage, (ii) the date Executive’s entitlement to maintain COBRA coverage ends due to non-payment of premiums, or (iii) the date Executive becomes eligible to enroll in group health plan coverage offered by a subsequent employer or otherwise. Employee will be responsible for the timely payment of his portion of all COBRA premiums due. Following the end of the foregoing COBRA premium subsidy, Employee may maintain his COBRA continuation coverage at his own expense at the then-current premium rate,
subject to his continuing eligibility for such coverage under applicable law. If Executive becomes eligible for coverage under another group health plan before the expiration of the premium subsidy described herein, Executive hereby agrees to advise Company of such eligibility within five (5) business days.
(d)Vesting for any equity awards (including any Equity Award made pursuant to this Agreement) made under the Plan that are outstanding as of the Date of Termination will be accelerated by twelve (12) months, and the resulting vested portion of such award shall then be settled in accordance with the terms of the Plan and the related award agreement(s); provided that in the event Executive’s termination occurs in connection with the consummation of a Sale that constitutes a “change in control event” as defined under Section 409A of the Code or within the one (1) year period thereafter, vesting for such outstanding award shall fully accelerate, as provided in Section 2(C) above. If this Section 4(E)(1)(d) becomes applicable, the exercisability and/or settlement of Executive’s vested equity awards shall be governed by the terms of the Plan and the applicable individual award agreement(s).
(2)Payment of the foregoing severance compensation shall be subject to all mandatory and voluntary payroll deductions, as Company determines necessary in its sole discretion. In the event that Executive materially breaches any of his or her post-employment covenants or obligations set forth in this Agreement and fails to cure such breach within fifteen (15) calendar days following receipt from Company of notice to cure such breach, then the payment of severance compensation pursuant to this section shall terminate immediately and permanently. During the period that Executive is paid the foregoing severance compensation, Executive shall not further accrue any other benefits under any benefit plans of which Executive was a participant while employed by Company, except as otherwise required by applicable federal or state law, by the express terms of this Agreement, or by the express terms of such benefit plans.
(3)For purposes of this Agreement:
(i)Executive’s employment will be deemed to have been terminated by Company “with Cause’’ if the termination arises from or relates to a determination by the Board of Directors that (a) Executive performed an act or acts of willful and material malfeasance or misconduct with respect to the performance of Executive’s duties and responsibilities as an employee and officer of Company or under this Agreement that results in material harm to Company that remains uncorrected for fifteen (15) days after receipt of written notice by Company to Executive; or (b) except as otherwise provided in Section l(D), Executive’s continued failure to devote his or her full business time and attention and his or her best efforts to the faithful performance of his or her material duties and responsibilities ( other than a failure resulting from Executive becoming disabled) that remains uncorrected for fifteen (15) days after receipt of written
notice by Company to Executive; or (c) Executive’s material breach of any material provision of this Agreement that remains uncorrected for fifteen (15) days after receipt of written notice by Company to Executive; or (d) Executive commits an act of fraud, embezzlement, misappropriation, or personal dishonesty against Company; or (e) the conviction, or plea of nolo contendere, of Executive to a crime constituting a felony; or (f) Executive engaged in discrimination, harassment, or other behaviors that would be reasonably likely to bring the company negative publicity or embarrassment..
(ii)Executive’s employment shall be deemed to have been terminated by Company “without Cause” if such termination does not arise from or relate to any of acts or omissions constituting “Cause” as set forth in clauses (a) through (f) of the immediately preceding subsection, and such termination is not the result of Executive’s death or Executive’s suffering a Total Disability.
(iii)Executive shall be deemed to have suffered a “Total Disability” if (a) Executive is determined to be eligible to receive long-term disability benefits under a Company-sponsored disability plan or program, or (b) Executive becomes physically or mentally disabled so that Executive is unable to perform the essential functions of Executive’s job, with or without reasonable accommodation in accordance with the Americans with Disabilities Act and its amendments, for a period of one hundred eighty (180) consecutive days, as determined by the Company in its sole discretion.
(iv)Executive shall be deemed to have terminated his or her employment for “Good Reason” if Executive terminates his or her employment on account of the occurrence of one or more of the following without Executive’s consent:
(a)A material diminution by Company of Executive’s authority, duties or responsibilities the duration of which is greater than fifteen (15) days and which is not the result of Executive’s acts or omissions which constitute “Cause” as set forth in clauses (a) through (t) of subsection 4(E)(3)(i);
(b)A material change in the geographic location at which Executive must perform services under this Agreement (which, for purposes of this Agreement, means the requirement that Executive work from at a location more than fifty (50) miles from the location at which Executive performs services immediately prior to the relocation);
(c)A material diminution in the Executive’s Base Salary which is not the result of Executive’s acts or omissions which constitute “Cause” as set forth in clauses (a)through (t) of subsection 4(E)(3)(i); or
(d)Any action or inaction that constitutes a material breach by Company of this Agreement, including the failure of Company to pay any
amounts due under Section 2 or the failure of Company to obtain from its successors the express assumption and agreement required under Section l 6(A).
Executive must provide Notice of Termination (as defined below) for Good Reason to Company within sixty (60) days after the event constituting Good Reason. Company shall have a period of thirty (30) days in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in Executive’s Notice of Termination. If Company does not correct the act or failure to act, then, in order for the termination to be considered a Good Reason termination, Executive must terminate his or her employment for Good Reason by giving Notice of Termination with a Date of Termination designated by Executive which is at least thirty (30) days after the date on which the Notice of Termination is given but not more than ninety (90) days after the end of the cure period.
(4)In the event Company terminates Executive’s employment with Cause, Executive voluntarily terminates his or her employment with Company other than for Good Reason, or such employment is terminated by mutual agreement or as the result of Executive’s death or Total Disability, Executive shall not be entitled to payment of any severance compensation under this Agreement.
F.Cooperation after Notice of Termination. Following any Notice of Termination by either Company or Executive, Executive, if requested by Company, shall reasonably cooperate with Company in all matters relating to the winding up of Executive’s pending work on behalf of Company and the orderly transfer of any such pending work to other employees of Company as may be reasonably designated by Company following the Notice of Termination. Executive shall not receive any additional compensation during the Employment Term, other than Executive’s Base Salary, for any services that Executive renders as provided in this Section 4(F), provided that, if Executive is not receiving any severance compensation pursuant to this Section 4, for each day that Executive performs services under this Section 4(F) after the Employment Term, Executive shall be reimbursed for his or her reasonable out-of-pocket expenses and Company shall pay Executive a per diem cash amount equal to 130% of Executive’s Base Salary rate on· the Date of Termination.
G.Surrender of Records and Property. Upon termination of employment, Executive shall promptly turn-over or deliver to Company at Company’s expense all property of Company in Executive’s possession, custody, or control, including without limitation thereto: records (paper and electronic), files (paper and electronic), documents (paper and electronic), electronic mail (e-mail) on Company accounts, letters, financial information, memorandum, notes, notebooks, contracts, project manuals, specifications, reports, data, tables, calculations, data, electronic information, and computer disks, in all cases whether or not such property constitutes Confidential Information ( as defined
below), and all copies thereof; all keys to motor vehicles, offices or other property of Company; and all computers, cellular phones and other property of Company. If any of the foregoing property of Company is electronically stored on a computer or other storage medium owned by Executive or a friend, family member or agent of Executive, such information shall be copied onto a computer disk to be delivered to Company together with a written statement of Executive that the information has been deleted from such person’s computer or other storage medium.
5.Section 280G of the Code.
A.The following terms shall have the meanings set forth below for purposes of this Section 5:
(1) “Accounting Firm” means a certified public accounting firm chosen by the Company.
(2) “After-Tax” means after taking into account all applicable Taxes and Excise Tax.
(3) “Excise Tax” means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.
(4) “Safe Harbor Amount’’ means 2.99 times Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.
(5) “Taxes” means all federal, state, local and foreign income, excise, social security and other taxes, other than the Excise Tax, and any associated interest and penalties.
B.If any payment, individually or in the aggregate, due to Executive under this Agreement (a “Payment”) is subject to the Excise Tax, then such Payment shall be adjusted, if necessary, to equal the greater of (x) the Safe Harbor Amount or (y) the Payment, whichever results in such Executive’s receipt, After-Tax, of the greatest amount of the Payment. The reduction of Executive’s Payments pursuant to this Section 5.B., if applicable, shall be made by first reducing the acceleration of Executive’s stock option vesting (if any), the acceleration of the vesting of Executive’s other equity securities (if any), and then by reducing any cash payments owed to the Executive, in that order.
C.All determinations required to be made under this Section 5, including whether and in what manner any Payments are to be reduced pursuant to the second sentence of Section 5.B., and the assumptions to be utilized in arriving at such determinations, shall be made by the Accounting Firm, and shall be binding upon the Company and Executive, except to the extent the Internal Revenue Service or a court of competent jurisdiction makes an inconsistent final and binding determination. The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days after receiving notice from Executive that there has been a
Payment or such earlier time as may be requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company.
6.Intellectual Property.
A.Work Product. During the Employment Term, Executive will be expected to perform duties which may lead to and include the discovery, creation, development, or expression of inventions, discoveries, developments, modifications, procedures, ideas, innovations, systems, programs, know-how, literary properties, chemical or biological data, computer software, improvements, processes, methods, formulas, systems, creative works and techniques (collectively, hereinafter “Work Product”).
B.Assignment. Executive hereby assigns and transfers to Company, and agrees that Company shall be the sole owner of all Work Product conceived, developed or made by Executive (alone or with others), whether during working hours or at any other time, in whole or in part during Executive’s employment with Company (including prior to, during and after the Employment Term), whether at the request or upon the suggestion of Company or otherwise, which are useful in, or directly or indirectly related to Company’s business or any contemplated business of Company or which relate to, or are conceived, developed, or made in the course of, Executive’s employment or which are developed or made from, or by reason of knowledge gained from, such employment.
C.Work for Hire. Executive hereby agrees that all work or other material containing or reflecting any Work Product shall be deemed a work made for hire under the U.S. Copyright Act. To the extent any such Work Product is determined that it is not a work made for hire, Executive hereby assigns to Company all of Executive’s right, title and interest, including all rights of copyright, patent, trade secret and other intellectual property rights, in, to and under the Work Product.
D.Continuing Obligations. Executive agrees to disclose promptly all Work Product conceived or made by Executive (alone or with others) to which Company is entitled to as provided herein, and agrees not to disclose such Work Product to others except as required by law or as is reasonably necessary or appropriate in connection with the performance of Executive’s duties as an employee and officer of Company, without the express written consent of Company. Executive further agrees that during the Employment Term and at any time thereafter, Executive will, upon request by Company, provide all assistance reasonably required to protect, perfect and use the Work Product, including execution of proper assignments to Company of any and all such Work Product to which Company is entitled, execution of all papers and performance all other lawful acts which Company may deem necessary or advisable for the preparation, prosecution, procurement and maintenance of trademarks, copyrights and or patent applications, and execution of any and all proper documents as shall be required or necessary to vest title in Company to such Work Product. It is understood that all expenses in connection with such trademarks, copyrights or patents, and all applications related thereto, shall be borne by Company, however Company is under no obligation to protect such Work Product, except at its own discretion and to such extent as Company shall deem desirable.
Executive shall not receive any additional compensation during the Employment Term, other than Executive’s Base Salary, for any services that Executive renders as herein provided. For each day that Executive performs services under this Section 6(D) after the Employment Term, Executive shall be reimbursed for his or her reasonable out-of-pocket expenses and Company shall pay Executive a per diem cash amount equal to 130% of Executive’s Base Salary rate on the Date of Termination.
7.Confidential Information.
A.Confidential Information. The term “Confidential Information” means all information related to Company’s business, which exists or is developed at any time while Executive is an employee, officer and/or director of Company (including prior to, during and after the Employment Term), including without limitation: (i) strategic and development plans, financial information, equity investors, business plans, co-developer identities, business relationships, business records, project records, market reports, information relating to processes and techniques, technology, research, data, development, trade secrets, know-how, discoveries, ideas, concepts, specifications, diagrams, inventions, technical and statistical data, designs, drawings, models, flow charts, engineering, products, invention disclosures, patent applications, chemical and molecular structures, synthetic pathways, biological data, safety data, clinical data, developmental data, development route, manufacturing processes, synthetic techniques, analytical data, Work Product, and any and all other proprietary and sensitive information, disclosed or learned, whether oral, written, graphic or machine-readable, whether or not marked confidential or proprietary, whether or not patentable, whether or not copyrightable, including the manner and results in which any such Confidential Information may be combined with other information or synthesized or used by Company, which could prove beneficial in enabling a competitor to compete with Company; or (ii) information that satisfies the definition of a ‘‘trade secret” as that term is defined in the Uniform Trade Secrets Act, as amended from time to time; provided, however, that information that is in the public domain (other than as a result of a breach by Executive of this Section 7), approved for release by Company, or lawfully obtained from a third party who is not known by Executive (after Executive’s reasonable inquiry) to be bound by a confidentiality agreement with Company is not Confidential Information. The Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.
B.Acknowledgements. Executive acknowledges and agrees that: (1) Executive’s position with Company is one of high trust and confidence, (2) the Confidential Information constitutes a valuable, special and unique asset which Company uses to obtain a competitive advantage over its competitors, (3) Executive’s protection of such Confidential Information against unauthorized use or disclosure is critically important to Company in maintaining its competitive advantage, (4) all Confidential Information is the
property of Company, and (5) Executive shall acquire no right, title or interest in, to or under any such Confidential Information.
C.Nondisclosure. Executive promises that, unless legally compelled to do so, Executive will never (before, during or after the Employment Term): (1) disclose any Confidential Information to any person other than (i) an officer or director of Company; or (ii)any other person who is bound by nondisclosure restrictive covenants to Company and to whom disclosure of such Confidential Information is reasonably necessary or appropriate in connection with performance by Executive of Executive’s duties as an employee and officer of Company; or (2) use any Confidential Information except to the extent it is reasonably necessary or appropriate in connection with performance by Executive of Executive’s duties as an employee and officer of Company. Executive promises to take all reasonable precautions to prevent the inadvertent or accidental disclosure or misuse of any Confidential Information. In the event Executive receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court or governmental body, Executive promises, to the extent permissible by law, to (a) notify Company immediately of the existence, terms and circumstances surrounding such request, (b) consult with Company on the advisability of taking legally available steps to resist or narrow such request, (c) if disclosure is required, furnish only such portion of the Confidential Information as Executive is legally compelled to disclose; and (e) exercise Executive’s best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information..
8.Noncompetition.
A.General. As a condition of my employment with Zevra Therapeutics, Inc and/or its parents, subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company, my receipt of the compensation now and hereafter paid to me by Company, my receipt of confidential information and training from the Company, and for the promises and benefits set forth below, the sufficiency of which are hereby acknowledged, I agree to the following provisions of this Noncompetition Agreement (this “Noncompetition Agreement”):
B.Restricted Period. As used in this Agreement, the term “Restricted Period’’ means throughout the Employment Term and continuing until the end of the twelve (12) month period following the date on which Executive’s employment with Company is terminated for Cause or any reason initiated by the Executive. However, this clause does not extend to employment separation if initiated by the Company without cause or laid off.
C.Prohibition on Competition. Executive hereby covenants and agrees that, until the expiration of the Restricted Period, Executive will not serve as an officer, director, employee, independent contractor, consultant or agent of, or have any ownership interest in, any business entity which engages in any activities anywhere in the world that are materially similar to or competitive with Company’s pharmaceutical product development and
Commercialization (as defined below) activities in the fields of (i) Niemann-Pick disease type C (‘‘NPC”); (ii) idiopathic hypersomnia (“IH”), narcolepsy or other sleep disorders; (iii) Vascular Ehler-Dantos Syndrome (“VEDS”); and/or (iv) such other indications, products or product candidates which Company is actively and demonstrably developing and/or Commercializing at the time Executive’s employment is terminated. If a court of competent jurisdiction finds this non-competition provision invalid or unenforceable due to unreasonableness in time, geographic scope, or scope of Company’s business, then Executive agrees that such court shall interpret and enforce this provision to the maximum extent that such court deems reasonable. For purposes of this Agreement, “Commercialize” or “Commercialization” means the sales and marketing phase with regard to a specific drug candidate in a specific country or region following the regulatory approval of said drug candidate in the applicable country or region.
D.Payment. In consideration for my agreement to be bound by the provisions of this employment agreement, in addition to the consideration set forth above, the Company agrees to pay me on a pro-rata basis fifty (50) percent of my highest annualized base salary paid by the Company within the two (2) years preceding the termination of my employment with the Company, hereinafter “Garden Leave Payments.” Garden Leave Payments, less all legally required and voluntarily authorized deductions, shall be paid consistent with how I was paid during my employment, for the duration of the twelve (12) month period of restriction. Under no circumstances will Garden Leave Payments be made beyond this 12-month period if the duration of this non-compete is extended beyond 12 months because of a breach by the Executive. Executive understands that the Company will not be obligated to make Garden Leave Payments if (a) the Company chooses, in its sole discretion, to waive in writing the provisions of non-compete at or before the time of my separation, (b) I am terminated without cause or laid off, and/or (c) the non-compete is otherwise held not enforceable against me. I further understand that the Company may discontinue Garden Leave Payments in the event of a breach by the Executive.
E.Exceptions. Executive’s ownership of less than five percent (5%) of the stock of a company that is competitive with the activities of Company as described in Section 8(B) and listed on a national securities exchange shall not be deemed to violate the prohibitions of Section 8(B). Also, Executive shall not be considered to have violated Section 8(B) with respect to the purchasing entity if there is a Sale and Executive becomes an employee, officer, director or shareholder of the purchasing entity. The term “Sale” means the sale of more than 50% of the equity of Company, a merger of Company with an entity the equity of which after the merger the stockholders of Company immediately prior to such merger own less than 50%, or the sale of all or substantially all of the assets of Company, in any case to a person or entity not affiliated with Company. Neither a recapitalization nor change of form of Company shall be considered a Sale. Additionally, a “Sale” shall not be deemed to have occurred as a result of a lender exercising any of its remedies in connection with the occurrence or continuation of an event of default under that certain Credit Agreement dated as of April 5, 2024, by and between Company, Alter Domus (US) LLC, and the lenders as defined therein, or any other indebtedness of the Company which may be added from time to time in the future.
F.Acknowledgments. Executive acknowledges and agrees that the restrictions contained in this Noncompetition Agreement are reasonably necessary to protect the legitimate business interests of the Company, that these restrictions are reasonable in time, geography and scope, and that those interests cannot be adequately protected through alternative restrictive covenants(s). Executive acknowledges and agrees that a breach of my obligations under this Noncompetition Agreement will cause the Company immediate and irreparable harm, and that monetary damages would be insufficient and inadequate to remedy the harm to the Company from such breach. Executive therefore acknowledges and agrees that the Company may seek emergency, preliminary, and/or injunctive relief and seek specific performance to enforce this Noncompetition Agreement in response to any breach or threatened breach. Executive further agrees that the Company shall be entitled to attorneys’ fees and costs in any action to enforce this Noncompetition Agreement, and that no bond will be required for such injunction. Nothing in this Noncompetition Agreement shall limit the Company’s rights to seek any additional relief available. Executive acknowledges and agrees that a breach of my obligations under this Noncompetition Agreement will cause the Company immediate and irreparable harm, and that monetary damages would be insufficient and inadequate to remedy the harm to the Company from such breach. Executive therefore acknowledges and agrees that the Company may seek emergency, preliminary, and/or injunctive relief and seek specific performance to enforce this Noncompetition Agreement in response to any breach or threatened breach. Executive further agrees that the Company shall be entitled to attorneys’ fees and costs in any action to enforce this Noncompetition Agreement, and that no bond will be required for such injunction. Nothing in this Noncompetition Agreement shall limit the Company’s rights to seek any additional relief available.
G.Notification of New Employer. Executive agrees that during Executive’s employment and for twelve (12) months after employment separation (except in the event of a termination without cause or lay-off), Executive shall provide a copy and/or notice of this non-compete provision. Executive grants Company permission to notify Executive’s new employer about Executive’s obligations under the non-compete provision.
H.Legal Counsel. Executive further acknowledges that Executive has the right to consult with legal consult concerning the employment agreement, as well as the provisions of this non-compete, prior to signing. Upon execution of this employment agreement, Executive specifically agrees that the provisions set forth in Section 8 is fair, reasonable, good and sufficient consideration for this non-compete.
9.Nonsolicitation of Employees. Until the expiration of the Restricted Period, Executive shall not, directly or indirectly, either on Executive’s own account or for any other person or entity: (a) employ, solicit, induce, advise, or otherwise convince, interfere with Company’s employment of, or offer employment to, any employee of Company; (b) employ or otherwise interfere with Company’s engagement with, or offer employment to, any consultant of Company; or (c) induce or attempt to induce any such employee or consultant to breach their employment agreement or relationship or consulting agreement or relationship with Company; provided, however, that Executive shall not be in breach of this provision if any such employee
or consultant, without inducement or solicitation by Executive, applies for employment at Executive’s subsequent employer in response to a general advertisement soliciting employment.
10.Reasonableness Of Restrictions; Remedies. Executive has carefully read and considered the restrictive covenants set forth in Sections 7 -9 hereof, and understands Executive’s obligations thereunder, the limitations such obligations will impose upon Executive after termination of Executive’s employment with Company, and that the Restricted Period extends for 12 months after the termination of Executive’s employment. Executive has had full opportunity to review with Executive’s personal attorney this Agreement, including Sections 7 -9, before executing the Agreement. Executive agrees that, as a result of Executive’s position with Company, the length of the Restricted Period and each restriction set forth in Sections 7, 8 and 9 herein are (1)fair and reasonable, (2) reasonably required for the protection of the legitimate business interests and goodwill established by Company, and (3) not overly broad or unduly burdensome to Executive. Executive acknowledges that Executive’s compliance with Executive’s obligations and restrictive covenants set forth in this Agreement is necessary to protect the business and goodwill of Company. Executive agrees that Executive’s breach of Executive’s obligations and/or restrictive covenants under this Agreement may irreparably and continually damage Company, for which money damages may not be adequate. Consequently, Executive agrees that in the event that Executive breaches or threatens to breach any of the covenants or agreements contained herein, Company shall be entitled to: (a) seek injunctive relief to prevent or halt Executive from breaching this Agreement; and (b) money damages as determined appropriate by a court of competent jurisdiction. Executive hereby agrees that injunctive relief may be granted by a court of competent jurisdiction without the necessity of Company to post bond, or if required to post bond, Executive agrees that the lowest amount permitted shall be adequate. Nothing in this Agreement shall be construed to prohibit Company from pursuing any other remedy available or from seeking to enforce any restrictive covenants to a lesser extent than set forth herein. The Parties agree that all remedies shall be cumulative.
11.No Prior Restrictions. Executive hereby represents and warrants to Company that the execution, delivery, and performance by Executive of Executive’s duties under this Agreement do not violate any provision of any agreement or restrictive covenant which Executive has with any former employer or any other entity. Executive further agrees to honor and inform Company of any and all post-employment obligations Executive has to any former employer or any other entity with which Executive has or had a business relationship.
12.Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in the case of Company, addressed to Company’s principal office marked attention to Company’s president, and in the case of Executive, addressed to Executive’s personal address as appearing in Company’s payroll records, and in each case to such other mail address, e-mail address, or facsimile number as may hereafter be furnished in writing by either Party to the other Party. Such notice will be deemed to have been given as of the date it is hand delivered, emailed, faxed or three days after deposit in the U.S. mail.
13.Likeness. Executive hereby grants to Company a license to use, without further compensation or approval from Executive, Executive’s name, image, portrait, voice, likeness and all other rights of publicity, or any derivative or modification thereto that Company may create, in any and all mediums, now known or hereafter developed, provided that such use is in relation to Company’s business and consistent with professional business standards, and does not disparage or denigrate Executive. Provided, however, if written notice is provided to Company by Executive following termination of Executive’s employment requesting that Company cease using Executive’s likeness, Company has thirty (30) days to cease using Executive’s likeness in the manner set forth in the notice.
14.Section 409A; Section 162(m).
A.This Agreement is intended to comply with or be exempt from Section 409A of the Code and its corresponding regulations, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by Section 409A of the Code, if Executive is considered a “specified employee” for purposes of Section 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six (6) months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten (10) days after the end of such six (6) month period. If Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after the day of Executive’s death. The Parties agree that this Section 14 shall not be construed in a manner so as to accelerate any payments due under this Agreement.
B.All payments to be made upon a termination of employment under this Agreement that are subject to Section 409A of the Code may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Section 409A of the Code, each such payment hereunder shall be treated as a separate payment, and the right to a series of such installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Section 409 A of the Code.
15.Indemnification; Liability Insurance. Company shall indemnify and hold Executive harmless to the fullest extent permitted by the laws of Company’s state of organization or incorporation in effect at the time against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees), losses, and damages resulting from Executive’s performance of Executive’s duties and obligations with Company. Executive will be entitled to be covered, both during and, while potential liability exists, by any insurance policies the Employer may elect to maintain
generally for the benefit of officers and directors of the Employer against all costs, charges and expenses incurred in connection with any action, suit or proceeding to which Executive may be made a party by reason of being an officer or director of Company in the same amount and to the same extent as Company covers its other officers and directors. These obligations shall survive the termination of Executive’s employment with Company.
16.General Provisions.
A.Successors and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.
B.Survival of Certain Terms. The terms, conditions and covenants set forth in this Agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of Executive’s employment, including, without limitation, the restrictive covenants contained in Sections 7 -9, shall survive the termination of this Agreement and Company’s employment of Executive hereunder, and the Parties shall remain bound by such terms, conditions and covenant.
C.Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with the procedural and substantive laws of the State of Florida, without regard to its conflicts of laws provisions. The litigation of any disputes arising out of this Agreement shall take place in the appropriate federal or state court located in Osceola, County. The Parties, to the extent they can legally do so, hereby consent to service of process, and to be sued in the State of Florida and consent to the exclusive jurisdiction of the courts of the State of Florida and the United States District Court for the Middle District of Florida, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of their obligations hereunder or with respect to the transactions contemplated hereby, and expressly waive any and all objections they may have to venue in such courts. Notwithstanding the foregoing, should Executive refuse to comply with an order or judgment of such court, then Company may enforce this Agreement and the order or judgment of such court in any jurisdiction it deems appropriate.
D.Severability, Reform. If any provision of this Agreement is determined to be void, invalid or unenforceable, the remainder shall be unaffected and shall be enforceable as if the void, invalid or unenforceable part was not a provision of the Agreement.
E.Entire Agreement. This Agreement and its attached exhibits, which by this reference are hereby incorporated into and made a part of this Agreement as if set forth herein verbatim, contain the entire understanding of the parties to this Agreement and supersede and replace all former agreements or understandings, oral or written, between
Company and Executive, including any offer letter sent to Executive, regarding the subject matter hereof. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect.
F.Modification and Waiver. This Agreement may not be amended except by a written instrument signed by both Parties which specifically refers to the particular provision or provisions being amended. No provision of this Agreement may be waived except in a written instrument that specifically refers to the particular provision or provisions being waived and is signed by the Party against whom the waiver is being asserted. No waiver by any Party of any right, power or privilege hereunder shall constitute a waiver of any other right, power or privilege hereunder, and no waiver by any party of any breach of a provision hereunder shall constitute a waiver of any other breach of that or any other provision of this Agreement.
G.Taxes; Withholding. All compensation and benefits payable to Executive under this Agreement shall be subject to all income and other employment tax withholding and reporting required by federal, state or local law with respect to compensation, benefits and reimbursable expenses paid by a corporation to an employee. Executive shall be responsible for all taxes applicable to amounts payable under this Agreement.
H.Assistance in Litigation. Executive shall reasonably cooperate with Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of Company that relate to events or occurrences that transpired while Executive was employed by Company. Executive’s cooperation in connection with such claims or actions shall include being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of Company at mutually convenient times. Executive also shall cooperate fully with Company in connection with any investigation or review by any federal, state or local regulatory authority as any such investigation or review relates, to events or occurrences that transpired while Executive was employed by Company. Notwithstanding anything to the contrary in this Section 16(H), unless otherwise mutually agreed between Executive and Company in writing and, for each day that Executive performs services under this Section l6(H) after the final payment by Company of any and all severance compensation due to Executive under Section 4(E)(l), Executive shall be reimbursed for his reasonable out-of-pocket expenses and Company shall pay Executive a per diem cash amount equal to 130% of Executive’s Base Salary rate on the Date of Termination.
I.Beneficiaries; References. Executive shall be entitled to select (and change to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving Company written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s
beneficiary, estate or other legal representative. Any reference to any gender in this Agreement shall include, where appropriate, the other gender.
J.Voluntary Agreement. Each Party to this Agreement has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, has executed this Agreement based upon such party’s own judgment and advice of counsel, and knowingly, voluntarily and without duress, agrees to all of the terms set forth in this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any party because of authorship of any provision of this Agreement. Except as expressly set forth in this Agreement, neither the Parties nor their affiliates, advisors and/or their attorneys have made any representation or warranty, express or implied, at law or in equity with respect of the subject matter contained herein. Without limiting the generality of the previous sentence, Company, its affiliates, advisors and/or attorneys have made no representation or warranty to Executive concerning the state or federal tax consequences to Executive regarding the transactions contemplated by this Agreement.
K.Effect of Headings. Headings to sections and paragraphs of this Agreement are for reference only, and do not form a part of this Agreement, or effect the interpretation of this Agreement.
L.Counterparts. This Agreement may be executed in counterparts, including by transmission of facsimile or PDF copies of signature pages, each of which shall for all purposes are deemed to be an original and all of which shall constitute an instrument All signatures of the parties transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
[SIGNATURE PAGE FOLLOWS]
Signature Page
Of
Employment Agreement
In Witness Whereof, Company has caused this Agreement to be duly executed and delivered by its duly authorized officer, and Executive has duly executed and delivered this Agreement, effective as of the date first written on page 1 of this Agreement.
Zevra Therapeutics, Inc. Justin Renz (“Executive)
(“Company”)
By: /s/ Neil McFarlane /s/ Justin Renz
Neil McFarlane
Chief Executive Officer and
President
Exhibit A
Form of Release of Claims
Separation of Employment Agreement and General Release
THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this ___ day of _____________, ____, by and between Justin Renz (“Executive”) and Zevra Therapeutics, Inc. (the “Company”).
WHEREAS, Executive is employed by Company as Chief Financial Officer;
WHEREAS, Executive and Company entered into an Employment Agreement, date March 9, 2026 (the “Employment Agreement”) which provides for certain benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Employment Agreement;
WHEREAS, Executive’s employment with Company will terminate effective ________ (the “Termination Date”); and
WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any and all disputes between them.
NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and Company as follows:
1.Executive, for and in consideration of the commitments of Company as set forth in paragraph 6 of this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE Company, its stockholders, its present and past affiliates, subsidiaries and parents, their respective officers, directors, investors, employees, and agents, and their respective predecessors, successors and assigns, heirs, executors, and administrators (collectively, “Releasees”), subject to the exceptions of Section 2 of the Agreement, from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, whether known or unknown, or which Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of time to the date of this Agreement, to the extent arising from or relating in any way to Executive’s employment relationship with Company, the terms and conditions of that employment relationship, and/or the termination of that employment relationship, including, but not limited to, (i) any claims for monetary damages arising under the Age Discrimination in Employment Act (“ADEA’’), the Older Workers Benefit Protection Act (‘‘OWBPA’’), Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act; (ii) any and all claims arising under the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, as amended; (iii) any and all claims arising under any applicable state and local fair employment practice laws and wage and hour laws; (iv) any other claims under any federal, state or local common law, statutory, or regulatory provisions, now or hereafter recognized; and (v) any claims for attorneys’ fees and costs.
2.The foregoing shall in no event apply to (i) enforcement by Executive of Executive’s rights under this Agreement, (ii) Executive’s rights as a stockholder in Company or any of its affiliates, (iii) Executive’s rights to indemnifications under any separate contract or insurance policy, (iv) Executive’s right to seek unemployment insurance benefits, (v) Executive’s right to seek workers’ compensation benefits, (vi) any rights Executive has to indemnification for service as an officer of Company, or (vii) any claims that, as a matter of applicable law, are not waivable. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.
Executive and Company agree that nothing in this Agreement prevents or prohibits Executive from (i) making any disclosure of relevant and necessary information or documents in connection with any charge, action, investigation, or proceeding relating to this Agreement, or as required by law or legal process; (ii) participating, cooperating, or testifying in any charge, action, investigation, or proceeding with, or providing information to, any self-regulatory organization, governmental agency or legislative body, and/or pursuant to the Sarbanes-Oxley Act, (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization or (iv) challenging the knowing and voluntary nature of the release of ADEA claims pursuant to the OWBPA. To the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, Executive agrees to give prompt written notice to Company so as to permit Company to protect its interests in confidentiality to the fullest extent possible. To the fullest extent provided by law, Executive acknowledges and agrees, however, Executive is waiving any right to recover monetary damages in connection with any such charge, action, investigation or proceeding. To the extent Executive receives any monetary relief in connection with any such charge, action, investigation or proceeding, Company will be entitled to an offset for the benefits made pursuant to this Agreement, to the fullest extent provided by law.
Executive and Company further agree that the Equal Employment Opportunity Commission (“EEOC”) and comparable state or local agencies have the authority to carry out their statutory duties by investigating charges, issuing determinations, and filing lawsuits in Federal or state court in their own name, or taking any action authorized by the EEOC or comparable state or local agencies. Executive retains the right to participate in any such action and to seek any appropriate non-monetary relief. Executive retains the right to communicate with the EEOC and comparable state or local agencies and such communication can be initiated by Executive or in response to the government and such right is not limited by any non-disparagement claims. Executive and Company agree that communication with employees plays a critical role in the EEOC’s enforcement process because employees inform the agency of employer practices that might violate the law. For this reason, the right to communicate with the EEOC is a right that is protected by federal law and this Agreement does not prohibit or interfere with those rights. Notwithstanding the foregoing, Executive agrees to waive Executive’s right to recover monetary damages in any charge, complaint or lawsuit filed by Executive or by anyone else on Executive’s behalf.
3.In consideration of Executive’s agreement to comply with the covenants described in Section 7-9 of the Employment Agreement, Company agrees as set forth in paragraph 6 herein.
4.Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with Company, that Executive shall not seek employment with Company or any affiliated entity at any time in the future, and that neither Company nor any affiliate has any obligation to employ Executive in the future.
5.Executive agrees that Executive will not disparage or subvert Company or the Releasees, or make any statement reflecting negatively on Company or the Releasees, including, but not limited to, any matters relating to the operation or management of Company, Executive’s employment and the termination of Executive’s employment, irrespective of the truthfulness or falsity of such statement.
6.In consideration for Executive’s agreement as set forth herein, Company agrees to pay and provide Executive with the severance benefits described in Section 4(E)(l) of Executive’s Employment Agreement. Executive agrees that Executive is not entitled to any payments, benefits, severance payments or other compensation beyond that expressly provided in Section 4(E)(l) of Executive’s Employment Agreement and the Accrued Benefits (as defined in Section 4(B) of the Employment Agreement).
7.Executive understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to Executive in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against Company and the Releasees, Executive would only have been entitled to the payments provided in Company’s standard severance pay plan for employees.
8.Executive acknowledges and agrees that Company previously has satisfied any and all obligations owed to Executive under any employment agreement Executive has with Company or a Releasee and, further, that this Agreement supersedes any and all prior agreements or understandings, whether written or oral, between the parties, excluding only Executive’s and Company’s post-termination obligations under Executive’s Employment Agreement, Executive’s rights under any outstanding equity grants in accordance with the terms of the applicable grant agreements, any obligations relating to the securities of Company or any of its affiliates and Company’s obligations under Section 4(E)(l) of Executive’s Employment Agreement and to pay or provide the Accrued Benefits (as defined in Section 4(B) of the Employment Agreement), all of which shall remain in full force and effect to the extent not inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or representations have been made to Executive in connection with the termination of Executive’s Employment Agreement or the terms of this Agreement.
9.Except as may be necessary to obtain approval or authorization to fulfill Executive’s or its obligations hereunder or as required by applicable law and subject to the
exceptions of Section 2 of the Agreement, (a) Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, and (b) Company agrees that the terms of this Agreement will not be disclosed. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.
10.Executive represents that Executive does not presently have in Executive’s possession any records and business documents, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists, technical information, customer information, pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by Company and/or its predecessors, parents, subsidiaries or affiliates or obtained as a result of Executive’s employment with Company and/or its predecessors, parents, subsidiaries or affiliates, or created by Executive while employed by or rendering services to Company and/or its predecessors, parents, subsidiaries or affiliates. Executive acknowledges that all such Corporate Records are the property of Company. In addition, Executive shall promptly return in good condition any and all Company owned equipment or property, including, but not limited to, automobiles, personal data assistants, facsimile machines, copy machines, pagers, credit cards, cellular telephone equipment, business cards, laptops and computers. As of the Termination Date, Company will make arrangements to remove, terminate or transfer any and all business communication lines including network access, cellular phone, fax line and other business numbers.
11.Subject to the exceptions of Section 2 of the Agreement, Executive expressly waives all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. Executive acknowledges the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release, which if known by it must have materially affected its settlement with the debtor.
12.The parties agree and acknowledge that the agreements by Company described herein, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees to Executive.
13.Executive agrees and recognizes that should Executive breach any of the obligations or covenants set forth in this Agreement, Company will have no further obligation to provide Executive with the consideration set forth herein, and will have the right to seek repayment of all consideration paid up to the time of any such breach. Further, Executive acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages.
14.This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the State of Florida.
15.Executive certifies and acknowledges as follows:
(a)That Executive has read the terms of this Agreement, and that Executive understands its terms and effects, including the fact that Executive has agreed to RELEASE AND FOREVER DISCHARGE Company and each of the Releasees from any legal action arising out of Executive’s employment relationship with Company and the termination of that employment relationship;
(b)That Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Executive acknowledges is adequate and satisfactory to Executive and which Executive acknowledges is in addition to any other benefits to which Executive is otherwise entitled;
(c)That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement;
(d)That Executive does not waive rights or claims that may arise after the date this Agreement is executed;
(e)That Company has provided Executive with a period of [twenty-one (21)] or [forty-five (45)] days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to Executive; and
[Note: The applicable time period will depend on whether the termination is part of a reduction in force (45 days) or not (21 days). In addition, if the termination is in connection with a reduction in force, certain disclosures will need to be made to Executive to comply with the requirements of the ADEA if Executive is at least age 40.]
(f)Executive acknowledges that this Agreement may be revoked by Executive within seven (7) days after execution, and it shall not become effective until the expiration of such seven (7) day revocation period. In the event of a timely revocation by Executive, this Agreement will be deemed null and void and Company will have no obligations hereunder. Revocation may be achieved only by delivering a letter to Justin Renz clearly evidencing a decision to revoke within the seven (7) day revocation period.
Intending to be legally bound hereby, Executive and Company executed the foregoing Separation of Employment Agreement and General Release this ___ day of ____________, ___.
Witness:
Zevra Therapeutics, Inc.,
By: Witness:
Name:
Title:
Exhibit 99.1
Zevra Reports Fourth Quarter and Full Year 2025 Financial Results
Q4 net revenue of $34.1 million, representing 31% growth quarter-over-quarter
FY 2025 net revenue of $106.5 million, driven by growth in MIPLYFFA® net revenue to $87.4 million
2025 EPS of $1.40 basic and $1.35 diluted
Company to host conference call and webcast TODAY, March 9, 2026, at 4:30 p.m. ET
BOSTON, Mass., March 9, 2026 -- Zevra Therapeutics, Inc. (NasdaqGS: ZVRA) (Zevra, or the Company), a commercial-stage company focused on providing therapies for people living with rare disease, today reported its financial results for the fourth quarter and full year ended December 31, 2025.
“MIPLYFFA is making a meaningful difference for patients with Niemann-Pick disease type C, and its strong, accelerating performance reinforces our confidence in its long-term potential,” said Neil F. McFarlane, Zevra's President and Chief Executive Officer. “We have officially relocated our global corporate headquarters to Boston, enhancing our access to a deep and highly specialized talent pool. Looking ahead, we are focused on executing against multiple near-term growth opportunities in 2026, and believe we are well-positioned to execute on our strategic priorities to create meaningful value for the rare disease community and our shareholders.”
MIPLYFFA® (arimoclomol) Highlights
•U.S.: Received 24 MIPLYFFA prescription enrollment forms for Niemann-Pick disease type C (NPC) during Q4 2025, bringing the total to 52 in 2025 and 161 since product launch. Market access has reached 68% of covered lives, supporting broad access to MIPLYFFA.
•EU: A Marketing Authorisation Application for the evaluation of arimoclomol for the treatment of NPC is under review by the European Medicines Agency (EMA). Arimoclomol has been designated an Orphan Medicinal Product by the EMA. The review process is progressing as expected, and at year-end, the EMA sent their 120-day list of questions, which the Company is prepared to respond to within the regulatory 90-day clock stop period.
•Global Expanded Access Program (EAP): In Q4 2025, the Company executed a distribution agreement to broaden access to arimoclomol to select territories beyond Europe. As of December 31, 2025, 113 patients were enrolled in the global EAP.
Pipeline and Innovation Highlights
•Enrolled eight patients in the event-driven Phase 3 DiSCOVER trial for the treatment of Vascular Ehlers-Danlos Syndrome during Q4 2025, bringing the total number of enrolled patients at year-end to 52, with a total of one confirmed event. The Company has recently engaged the Food and Drug Administration (FDA) in a Type C meeting to discuss regulatory options to accelerate the development program.
Publication Highlights
•Four posters were presented at the 22nd Annual WORLD Symposium™ including new data for MIPLYFFA.
◦Four-year real-world data from the U.S. EAP demonstrated that it was well tolerated and stabilized disease progression in the overall cohort, and new data for the subgroup of adults in the EAP showed consistent results.
◦In the post hoc efficacy analysis of the randomized, placebo-controlled study, there was a statistically significant slowing of disease progression compared to placebo as early as three months after treatment initiation, with sustained and increasing benefit through 12 months, highlighting early onset of clinical effect in patients with NPC.
•Abstract titled “Analysis of NPC1 Genotypes: Findings from the U.S. Arimoclomol Expanded Access Program for Niemann-Pick Type C” (#P214) was accepted for poster presentation at the Annual Clinical Genetics Meeting on Friday, March 13, 2026.
FY 2025 Financial Highlights
•Revenue, Net: $106.5 million, which includes $87.4 million of MIPLYFFA net revenue, $0.8 million of OLPRUVA net revenue, $13.0 million in net reimbursements from our EAP, and $5.0 million in royalties and other reimbursements under the AZSTARYS® license agreement. For full year 2024, net revenue was $23.6 million, which was primarily driven by $10.1 million in MIPLYFFA net revenue, $0.1 million in OLPRUVA net revenue, $9.1 million in net reimbursements from our EAP, and $4.3 million in royalties and other reimbursements under the AZSTARYS® license agreement.
•Cost of Product Revenue: $16.5 million, excluding non-cash intangible asset amortization. Cost of product revenue for the year ended December 31, 2024 was $7.4 million.
•Operating Expenses: $90.4 million, which includes non-cash compensation expense of $12.6 million. Total operating expenses for the year ended December 31, 2024 were $97.0 million.
◦R&D expense was $12.7 million, which was a decrease of $29.4 million compared to $42.1 million for FY 2024 due primarily to a decrease in personnel-related costs, combined with a decrease in third-party costs.
◦SG&A expense was $77.6 million, which was an increase of $22.7 million compared to $54.9 million for FY 2024 due primarily to an increase in third-party costs related to MIPLYFFA, combined with an increase in personnel-related costs, professional fees, and other expenses associated with our commercial, medical and launch activities.
•Net Income (Loss): Net income of $83.2 million, or $1.40 per basic and $1.35 per diluted share for 2025, compared to a net loss of $(105.5) million, or $(2.28) per basic and diluted share for 2024. 2025 net income includes non-cash fair value adjustment of $2.2 million, non-cash stock-based compensation expense of $12.6 million, and non-cash intangible asset amortization expense of $3.9 million.
•Cash Position: Cash, cash equivalents and securities were $238.9 million as of December 31, 2025. Based on the Company’s current operating forecast, the Company believes it has sufficient resources and financial flexibility to execute on its strategic priorities independent from the capital markets.
•Common and Fully Diluted Shares O/S: As of December 31, 2025, total shares of common stock outstanding were 56,854,781, and fully diluted common shares were 67,939,395, which included 7,060,457 issuable from outstanding awards under equity incentive plans, and 4,024,157 shares issuable upon exercise of warrants.
Q4 2025 Financial Highlights
•Revenue, Net: $34.1 million for Q4 2025, which includes $26.4 million of MIPLYFFA net revenue, $0.4 million of OLPRUVA net revenue, $5.6 million in net reimbursements from the EAP, and $1.8 million in royalties and other reimbursements under the AZSTARYS® license agreement. For Q4 2024, total net revenue was $12.0 million, which includes $10.1 million of MIPLYFFA net revenue, $0.1 million of OLPRUVA net revenue, $1.1 million in net reimbursements from the EAP, and $0.7 million in royalties and other reimbursements under the AZSTARYS® license agreement.
•Cost of Product Revenue: $1.5 million for Q4 2025, excluding non-cash intangible asset amortization. Cost of product revenue for Q4 2024 was $1.4 million.
•Operating Expenses: $23.0 million for Q4 2025, which includes non-cash stock compensation of $4.3 million. Total operating expenses for Q4 2024 were $24.5 million.
◦R&D expense was $2.6 million for Q4 2025, which was a decrease of $5.8 million compared to $8.4 million for Q4 2024 due primarily to a decrease in personnel-related costs, combined with a decrease in third-party costs.
◦SG&A expense was $20.4 million for Q4 2025, which was an increase of $4.3 million compared to $16.1 million for Q4 2024, due primarily to an increase in third-party costs incurred, mainly due to higher spend on commercial products, combined with an increase in personnel-related costs.
•Net Income (Loss): Net income of $12.2 million, or $0.20 per basic and $0.19 per diluted share for Q4 2025, compared to a net loss of $(35.7) million, or $(0.67) per basic and diluted share for Q4 2024.
Conference Call Information
Zevra will host a conference call and audio webcast TODAY at 4:30 p.m. ET to discuss its corporate update and financial results for the fourth quarter and full year 2025.
A link to the audio webcast is accessible on the “Events & Presentations” page in the Investor Relations section of the Zevra's website at investors.zevra.com. A replay of the webcast will be available for 90 days beginning at approximately 5:30 p.m. ET on March 9, 2026.
Additionally, interested participants and investors may access the conference call by dialing either:
•(800) 579-2543 (United States)
•+1 (785) 424-1789 (International)
•Conference ID: ZVRAQ425
About MIPLYFFA® (arimoclomol)
MIPLYFFA (arimoclomol) is Zevra’s approved therapy for the treatment of Niemann-Pick disease type C (NPC). Approved by the U.S. Food and Drug Administration on Sep. 20, 2024, MIPLYFFA (arimoclomol) increases the activation of the transcription factors EB (TFEB) and E3 (TFE3) resulting in the upregulation of coordinated lysosomal expression and regulation (CLEAR) genes. MIPLYFFA has also been shown to reduce unesterified cholesterol in the lysosomes of human NPC fibroblasts. The clinical significance of these findings is not fully understood. In the pivotal phase 3 trial, MIPLYFFA halted disease progression compared to placebo over the one-year duration of the trial when measured by the only validated disease progression measurement tool, the NPC Clinical Severity Scale. MIPLYFFA has also received Orphan Medicinal Product designation by the European Medicines Agency (EMA) for the treatment of NPC. The extensive data generated for MIPLYFFA has shown long-term, meaningful clinical outcomes with 5 and in some patients 7 years of patient experience across more than 270 NPC patients worldwide through a Phase 2/3 clinical trial, Open-Label Extension (OLE) study, Expanded Access Programs (EAP), and a pediatric sub-study, which is the most expansive clinical development program in NPC to date. Zevra has submitted a Marketing Authorization Application to the European Medicines Agency for the evaluation of arimoclomol for the treatment of Niemann-Pick disease type C.
INDICATIONS AND USAGE
MIPLYFFA is indicated for use in combination with miglustat for the treatment of neurological manifestations of Niemann-Pick disease type C (NPC) in adult and pediatric patients 2 years of age and older.
IMPORTANT SAFETY INFORMATION
Hypersensitivity Reactions:
Hypersensitivity reactions such as urticaria and angioedema have been reported in patients treated with MIPLYFFA during Trial 1: two patients reported both urticaria and angioedema (6%) and one patient (3%) experienced urticaria alone within the first two months of treatment. Discontinue MIPLYFFA in patients who develop severe hypersensitivity reactions. If a mild or moderate hypersensitivity reaction occurs, stop MIPLYFFA and treat promptly. Monitor the patient until signs and symptoms resolve.
Embryofetal Toxicity:
MIPLYFFA may cause embryofetal harm when administered during pregnancy based on findings from animal reproduction studies. Advise pregnant females of the potential risk to the fetus and consider pregnancy planning and prevention for females of reproductive potential.
Increased Creatinine without Affecting Glomerular Function:
Across clinical trials of MIPLYFFA, mean increases in serum creatinine of 10% to 20% compared to baseline were reported. These increases occurred mostly in the first month of MIPLYFFA treatment and were not associated with changes in glomerular function.
During MIPLYFFA treatment, use alternative measures that are not based on creatinine to assess renal function. Increases in creatinine reversed upon MIPLYFFA discontinuation.
The most common adverse reactions in Trial 1 (≥15%) in MIPLYFFA-treated patients who also received miglustat were upper respiratory tract infection, diarrhea, and decreased weight.
Three (6%) of the MIPLYFFA-treated patients had the following adverse reactions that led to withdrawal from Trial 1: increased serum creatinine (one patient), and progressive urticaria and angioedema (two patients). Serious adverse reactions reported in MIPLYFFA-treated patients were hypersensitivity reactions including urticaria and angioedema.
To report SUSPECTED ADVERSE REACTIONS, contact Zevra Therapeutics, Inc. at toll-free phone 1-844-600-2237 or FDA at 1 800-FDA-1088 or www.fda.gov/medwatch.
Drug Interaction(s):
Arimoclomol is an inhibitor of the organic cationic transporter 2 (OCT2) transporter and may increase the exposure of drugs that are OCT2 substrates. When MIPLYFFA is used concomitantly with OCT2 substrates, monitor for adverse reactions and reduce the dosage of the OCT2 substrate.
Use in Females and Males of Reproductive Potential:
Based on animal findings, MIPLYFFA may impair fertility and may increase post-implantation loss and reduce maternal, placental, and fetal weights.
Renal Impairment:
The recommended dosage of MIPLYFFA, in combination with miglustat, in patients with an eGFR ≥15 mL/minute to <50 mL/minute is lower than the recommended dosage (less frequent dosing) in patients with normal renal function.
MIPLYFFA capsules for oral use are available in the following strengths: 47 mg, 62 mg, 93 mg, and 124 mg.
About OLPRUVA®
OLPRUVA (sodium phenylbutyrate) is Zevra’s approved treatment for the treatment of certain UCDs. OLPRUVA (sodium phenylbutyrate) for oral suspension is a prescription medicine used along with certain therapies, including changes in diet, for the long-term management of adults and children weighing 44 pounds (20 kg) or greater and with a body surface area (BSA) of 1.2 m2 or greater, with UCDs, involving deficiencies of carbamylphosphate synthetase (CPS), ornithine transcarbamylase (OTC), or argininosuccinic acid synthetase (AS). OLPRUVA is not used to treat rapid increase of ammonia in the blood (acute hyperammonemia), which can be life-threatening and requires emergency medical treatment. For more information, please visit www.OLPRUVA.com.
Important Safety Information
Certain medicines may increase the level of ammonia in your blood or cause serious side effects when taken during treatment with OLPRUVA. Tell your doctor about all the medicines you or your child take, especially if you or your child take corticosteroids, valproic acid, haloperidol, and/or probenecid.
OLPRUVA can cause serious side effects, including: 1) nervous system problems (neurotoxicity). Symptoms include sleepiness, tiredness, lightheadedness, vomiting, nausea, headache, confusion, 2) low potassium levels in your blood (hypokalemia) and 3) conditions related to swelling (edema). OLPRUVA contains salt (sodium), which can cause swelling from salt and water retention. Tell your doctor right away if you or your child get any of these symptoms. Your doctor may do certain blood tests to check for side effects during treatment with OLPRUVA. If you have certain medical conditions such as heart, liver or kidney problems, are pregnant/planning to get pregnant or breast-feeding, your doctor will decide if OLPRUVA is right for you.
The most common side effects of OLPRUVA include absent or irregular menstrual periods, decreased appetite, body odor, bad taste or avoiding foods you ate prior to getting sick (taste aversion). These are not all of the possible side effects of OLPRUVA. Call your doctor for medical advice about side effects. You may report side effects to U.S. FDA at 1-800-FDA-1088.
About Celiprolol
Celiprolol is Zevra’s investigational clinical candidate for the treatment of Vascular Ehlers-Danlos Syndrome (VEDS). Celiprolol has been granted Orphan Drug and Breakthrough Therapy designations by the U.S. FDA. Zevra recently restarted enrollment in the DiSCOVER trial, a Phase 3 trial being conducted under a Special Protocol Assessment (SPA) agreement with the U.S. FDA. Celiprolol’s mechanism of action is designed to reduce the mechanical stress on collagen fibers within the arterial wall through vascular dilation and smooth muscle relaxation.
About Zevra Therapeutics, Inc.
Zevra Therapeutics, Inc. is a commercial-stage company with a late-stage pipeline committed to redefining what is possible in bringing life-changing therapies to people living with rare diseases. The Company is focused on broadening access through geographic expansion opportunities, progressing its pipeline toward key milestones, and delivering meaningful therapeutics. The commercialization of its lead product, marketed in the U.S. for Niemann-Pick disease type C (NPC), a rare, progressive neurodegenerative disease, provides a strong corporate foundation and validates its ability to advance therapies from development to market. Zevra's vision is realized through disciplined execution of its strategic plan and core values — patient centricity, integrity, accountability, innovation, and courage — which guide its efforts to deliver long-term value.
For more information, please visit www.zevra.com or follow us on X and LinkedIn.
Cautionary Note Concerning Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding our growth; the U.S. launch and potential global expansion of MIPLYFFA®; submissions to, review by, and discussions with the EMA regarding arimoclomol; promise and potential impact of our preclinical or clinical trial data; the initiation, timing and results of any clinical trials or readouts; the potential benefits of any of our products or product candidates for any specific disease or at any dosage; future research and development activities; our strategic and product development objectives, including with respect to becoming a leading, commercially focused rare disease company; our financial position, including our cash balance and anticipated cash runway; and the timing of any of the foregoing. Forward-looking statements are based on information currently available to Zevra and its current plans or expectations. They are subject to several known and unknown uncertainties, risks, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These and other important factors are described in detail in the “Risk Factors” section of Zevra’s Annual Report on Form 10-K for the year ended December 31, 2025, to be filed with the Securities and Exchange Commission, and Zevra's other filings with the Securities and Exchange Commission. While we may elect to update such forward-looking statements at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. Although we believe the expectations reflected in such forward-looking statements are reasonable, we cannot assure that such expectations will prove correct. These forward-looking statements should not be relied upon as representing our views as of any date after the date of this press release.
Investor Contact
Media Contact
Julie Downs
+1 (508) 246-3230
ZEVRA THERAPEUTICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
| | | | | | | | | | | |
| Year Ended December 31, |
| 2025 | | 2024 |
| Revenue, net | $ | 106,470 | | | $ | 23,612 | |
Cost of product revenue (excluding $3,862 and $6,235 in intangible asset amortization for the years ended December 31, 2025, and 2024, respectively, shown separately below) | 16,482 | | | 7,417 | |
| Intangible asset amortization | 3,862 | | | 6,235 | |
| Impairment of intangible assets | 58,710 | | | — | |
| Operating expenses: | | | |
| Research and development | 12,743 | | | 42,095 | |
| Selling, general and administrative | 77,616 | | | 54,868 | |
| Total operating expenses | 90,359 | | | 96,963 | |
Loss from operations | (62,943) | | | (87,003) | |
Other income (expense): | | | |
| Gain on sale of PRV | 148,325 | | | — | |
| Interest expense | (7,977) | | | (7,351) | |
| Fair value adjustment related to warrant and CVR liability | 2,178 | | | 2,057 | |
| Fair value adjustment related to investments | 149 | | | (18) | |
Interest and other income, net | 6,946 | | | 2,175 | |
Total other income (expense) | 149,621 | | | (3,137) | |
Income (loss) before income taxes | 86,678 | | | (90,140) | |
Income tax expense | (3,449) | | | (15,371) | |
Net income (loss) | $ | 83,229 | | | $ | (105,511) | |
| | | |
Net income (loss) per share of common stock: | | | |
| Basic | $ | 1.40 | | | $ | (2.28) | |
| Diluted | $ | 1.35 | | | $ | (2.28) | |
| | | |
| Weighted-average shares of common stock outstanding: | | | |
| Basic | 55,311,308 | | | 46,251,239 | |
| Diluted | 57,262,715 | | | 46,251,239 | |
ZEVRA THERAPEUTICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and par value amounts)
| | | | | | | | | | | |
| December 31, |
| 2025 | | 2024 |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 62,406 | | | $ | 33,785 | |
| Securities at fair value, current | 128,605 | | | 35,711 | |
| Accounts and other receivables | 23,258 | | | 10,509 | |
| Prepaid expenses and other current assets | 6,998 | | | 4,052 | |
| Inventories, current | 1,740 | | | 1,970 | |
| Total current assets | 223,007 | | | 86,027 | |
| Securities at fair value, noncurrent | 47,879 | | | 6,010 | |
| Inventories, noncurrent | 879 | | | 10,999 | |
| Property and equipment, net | 489 | | | 356 | |
| Operating lease right-of-use assets | 1,212 | | | 657 | |
| Goodwill | 4,701 | | | 4,701 | |
| Intangible assets, net | 6,421 | | | 68,993 | |
| Other long-term assets | 143 | | | 384 | |
| Total assets | $ | 284,731 | | | $ | 178,127 | |
| | | |
| Liabilities and stockholders’ equity | | | |
| Current liabilities: | | | |
| Accounts payable and accrued expenses | $ | 11,598 | | | $ | 25,456 | |
| Current portion of operating lease liabilities | 419 | | | 420 | |
| Current portion of discount and rebate liabilities | 12,188 | | | 5,929 | |
| Current portion of income tax payable | 13,710 | | | — | |
| Other current liabilities | 1,362 | | | 2,260 | |
| Total current liabilities | 39,277 | | | 34,065 | |
| Long-term debt | 61,928 | | | 59,504 | |
| Warrant liability | 9,575 | | | 17,804 | |
| Income tax payable | 7,029 | | | 14,431 | |
| Operating lease liabilities, less current portion | 859 | | | 372 | |
| Discount and rebate liabilities, less current portion | 9,693 | | | 7,655 | |
| Other long-term liabilities | 1,713 | | | 4,630 | |
| Total liabilities | 130,074 | | | 138,461 | |
| | | |
| Commitments and contingencies | | | |
| | | |
| Stockholders' equity: | | | |
| Preferred stock: | | | |
Undesignated preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of December 31, 2025, or December 31, 2024 | — | | | — | |
Common stock, $0.0001 par value, 250,000,000 shares authorized; 58,338,319 shares issued and 56,854,781 shares outstanding as of December 31, 2025; 55,246,401 shares issued and 53,670,709 shares outstanding as of December 31, 2024 | 6 | | | 5 | |
| Additional paid-in capital | 588,458 | | | 555,302 | |
| Treasury stock, at cost | (10,983) | | | (10,983) | |
| Accumulated deficit | (422,060) | | | (505,289) | |
Accumulated other comprehensive (loss) income | (764) | | | 631 | |
| Total stockholders' equity | 154,657 | | | 39,666 | |
| Total liabilities and stockholders' equity | $ | 284,731 | | | $ | 178,127 | |
