Karyopharm Therapeutics Inc. (NASDAQ:KPTI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On April24, 2017, Karyopharm Therapeutics Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Cantor Fitzgerald Co. (Cantor), relating to the
registered public offering (the Offering) of 3,902,439 shares of
the Companys common stock, par value $0.0001 per share (the
Common Stock), at a price to the public of $10.25 per share. The
net proceeds to the Company are expected to be approximately
$37.8 million, after deducting underwriting discounts and
commissions and other estimated offering expenses. The Offering
is expected to close on April28, 2017, subject to customary
closing conditions. As part of the Underwriting Agreement, the
Company has granted Cantor an option for 30 days to purchase up
to an additional 585,365 shares of Common Stock. If Cantor
exercises the option in full, the Company expects to receive
aggregate net proceeds of approximately $43.5 million, after
deducting underwriting discounts and commissions and other
estimated offering expenses. The Offering was made to the
Companys registration statement on Form S-3 (File No.333-214489), filed with the
Securities and Exchange Commission (the SEC) on November7, 2016,
which was declared effective by the SEC on December1,
2016.
The Underwriting
Agreement contains customary representations, warranties,
covenants and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, 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.
| Item8.01 | Other Events |
On April24, 2017,
the Company issued a press release announcing the commencement of
the Offering.On April25, 2017, the Company issued a press release
announcing that it had priced the Offering.Copies of the press
releases are filed as Exhibits99.1 and 99.2, respectively, to
this Current Report on Form8-K and are incorporated herein by
reference.
As of March31,
2017, the Company had approximately $150.6million in cash, cash
equivalents, restricted cash and short- and long-term
investments. This amount is unaudited and preliminary, is subject
to completion of financial closing procedures that could result
in changes to the amount, and does not present all information
necessary for an understanding of its financial condition as of
March31, 2017.
As previously
disclosed, the Company is a party to a Controlled Equity
OfferingSM Sales
Agreement (the Sales Agreement) with Cantor for the Companys
at-the-market program (the ATM) for sales of Common Stock having
an aggregate offering price of up to $50.0million from time to
time though Cantor, acting as agent.
Under the ATM, the
Company may issue and sell shares of Common Stock having an
additional aggregate offering price of up to $50.0million, of
which approximately $31.3million remains available as of April21,
2017. Since November7, 2016, the Company has issued and sold a
total of 1,677,185 shares of Common Stock under the Sales
Agreement for gross proceeds of approximately $18.7million, of
which 401,168 shares were issued between November 7, 2016 and
December 31, 2016 for gross proceeds of approximately $3.9
million and 1,276,017 shares were issued after March31, 2017 for
gross proceeds of approximately $14.8million. The Company paid
customary fees and commissions to Cantor in connection with the
sales to the Sales Agreement.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The Exhibits to
this Current Report on Form 8-K are listed in the Exhibit Index
attached hereto.
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. Karyopharm Therapeutics Inc. (NASDAQ:KPTI) Recent Trading Information
Karyopharm Therapeutics Inc. (NASDAQ:KPTI) closed its last trading session down -0.03 at 10.38 with 1,023,893 shares trading hands.
