Karyopharm Therapeutics Inc. (NASDAQ:KPTI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On May2, 2018, Karyopharm Therapeutics Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Jefferies LLC and Leerink Partners LLC, as representatives of the several underwriters (the “Underwriters”), relating to the registered public offering (the “Offering”) of 9,152,543shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $14.75 per share. The net proceeds to the Company are expected to be approximately $126.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The Offering is expected to close on May7, 2018, subject to customary closing conditions. The Company has granted the Underwriters an option for 30 days to purchase up to 1,372,881 additional shares of Common Stock. If the Underwriters exercise the option in full, the Company expects to receive approximately $145.6 million of net proceeds, after deducting underwriting discounts and commissions and other estimated offering expenses. The Offering was made to the Company’s registration statement on Form S-3 (File No.333-222726), filed with the Securities and Exchange Commission (“SEC”) on January26, 2018 and amended on February7, 2018, and which was declared effective by the SEC on February14, 2018.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated herein by reference.The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Wilmer Cutler Pickering Hale and Dorr LLP relating to the validity of the issuance and sale of shares of Common Stock to the Underwriting Agreement is also filed herewith as Exhibit 5.1.
On May2, 2018, the Company issued a press release announcing that it had priced the Offering.A copy of the press release is filed as Exhibits99.1 to this Current Report on Form8-K and is incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits
Karyopharm Therapeutics Inc. ExhibitEX-1.1 2 d566494dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 KARYOPHARM THERAPEUTICS INC. (a Delaware corporation) 9,…To view the full exhibit click here
About Karyopharm Therapeutics Inc. (NASDAQ:KPTI)
Karyopharm Therapeutics Inc. is a clinical-stage pharmaceutical company. The Company is focused on the discovery, development and commercialization of drugs directed against nuclear transport and related targets for the treatment of cancer and other diseases. Its segment is the business of discovering, developing and commercializing drugs to treat cancer and certain other major diseases. The Company has discovered and is developing small molecule Selective Inhibitor of Nuclear Export (SINE) compounds that inhibit the nuclear export protein, XPO1. It lead drug candidate, selinexor (KPT-330), is an orally administered agent for the treatment of cancer indications with unmet clinical need, mainly hematologic malignancies. Its product pipeline includes Verdinexor (KPT-335), an oral SINE compound; KPT-9274, a dual p21-activated kinase 4 (PAK4)/Nicotinamide phosphoribosyltransferase (NAMPT) inhibitor, and KPT-350, a compound in development for the treatment of neurological disorders.
