UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 10, 2025 (the “Closing Date”), Karyopharm Therapeutics Inc. (the “Company”) closed a series of transactions with its term loan lenders, holders of its then-outstanding convertible notes and other investors, which were previously announced by the Company on October 8, 2025 (collectively, the “Financing Transactions”).
On the Closing Date, the Company entered into (i) an indenture with respect to the Company’s 9.00% convertible senior notes due 2028, dated October 10, 2025, between the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB (“WSFS”), as trustee and collateral agent, (ii) an indenture with respect to the Company’s 9.00% convertible senior notes due 2029, dated October 10, 2025, between the Company, the guarantors party thereto and WSFS, as trustee and collateral agent and (iii) registration rights agreements, dated October 10, 2025, with each of the term loan lenders, in each case on the terms described in the Current Report on Form 8-K filed by the Company on October 8, 2025.
The representations, warranties and covenants contained in the various agreements and other documents included as exhibits herewith were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, these agreements and documents are only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and such agreements and documents should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On the Closing Date and as disclosed in the Current Report on Form 8-K filed by the Company on October 8, 2025, the Company borrowed $12.5 million under its credit and guaranty agreement, as amended, by the First Amendment and Waiver to Credit and Guaranty Agreement dated as of October 7, 2025.
On the Closing Date and as disclosed in the Current Report on Form 8-K filed by the Company on October 8, 2025, the Company issued $15.0 million aggregate principal amount of 9.00% senior secured convertible notes due 2028 and $103.5 million aggregate principal amount of 9.00% senior secured convertible notes due 2029.
| Item 8.01 | Other Events. |
As of October 14, 2025, the Company has 15,926,939 shares of common stock outstanding (assuming no exercise of any outstanding pre-funded warrants or warrants or conversions of any outstanding convertible notes issued in the Financing Transactions).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KARYOPHARM THERAPEUTICS INC. | ||||||
| Date: October 14, 2025 | By: | /s/ Michael Mano | ||||
| Michael Mano | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||