Karyopharm issues $20M in senior convertible preferred

When must Karyopharm seek stockholder consent related to the preferred stock?

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Filing Exhibits & Attachments

Q: What new security did Karyopharm Therapeutics (KPTI) issue on September 17, 2026?

Q: What are the repurchase rights for holders of KPTI’s Series A Convertible Preferred Stock?

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8-K Event Classification

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Key Terms

What new security did Karyopharm Therapeutics (KPTI) issue on September 17, 2026?

How can the new KPTI Series A Convertible Preferred Stock convert into common stock?

What limits apply to KPTI common shares issuable before stockholder approval?

What are the repurchase rights for holders of KPTI’s Series A Convertible Preferred Stock?

Does the new KPTI preferred stock pay dividends?

What is the Liquidation Value for Karyopharm’s Series A Convertible Preferred Stock?

Karyopharm agreed to seek the required stockholder consent at a meeting to be held no later than March 15, 2027 and, if not obtained then, at subsequent stockholder meetings until the consent is obtained.

Karyopharm issued 20,000 shares of 0% Series A Convertible Perpetual Preferred Stock, each with an initial $1,000 liquidation preference, to satisfy $20.0 million of fees owed under a fee agreement related to its forbearance arrangements.

On or after September 17, 2029, each holder has a one‑time right to require Karyopharm to repurchase any or all shares at $1,000 per share. Holders may also require repurchase for the Liquidation Value upon specified Fundamental Changes.

Karyopharm Therapeutics Inc. (KPTI) has issued a new series of senior convertible preferred stock to pay creditor fees tied to a recent forbearance agreement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Karyopharm Therapeutics Inc. (KPTI) has issued a new series of senior convertible preferred stock to pay creditor fees tied to a recent forbearance agreement. On September 17, 2026, the company issued 20,000 shares of 0% Series A Convertible Perpetual Preferred Stock with a $1,000 initial liquidation preference per share, satisfying $20.0 million of fees owed under a fee agreement connected to its forbearance arrangements.

The preferred stock ranks senior to common stock for dividends and liquidation and is convertible into common stock at $1.62 per share, subject to caps and ownership limits until required Nasdaq stockholder approval is obtained. Before that approval, conversions are capped at an aggregate 4,520,000 common shares (less than 19.99% of pre-issuance common), with any excess generally settled in cash based on a 20‑trading‑day volume‑weighted average price, deferred until after the initial stockholder vote or March 15, 2027. The securities carry no regular dividends but unpaid cash amounts accrue at 2% per year, and holders gain significant protective and repurchase rights, including a one‑time put at $1,000 per share from September 17, 2029 and repurchase rights upon specified Fundamental Changes.

Payment of $20.0 million in fees using preferred stock instead of cash preserves near‑term liquidity while the company advances its myelofibrosis program and negotiates with lenders.

Issuance of $20.0 million in senior convertible preferred stock adds a security ranking ahead of common stock in dividends and liquidation.
The preferred is convertible at $1.62 per share with an initial cap of 4,520,000 common shares, creating potential dilution that could increase after stockholder approval.
Unpaid cash amounts tied to the preferred stock accrue at 2% per annum, compounding quarterly, adding to future obligations.
From September 17, 2029, holders have a one‑time right to require repurchase at $1,000 per share, and additional repurchase rights upon specified Fundamental Changes, which may constrain future strategic transactions.

Stockholder approval by March 15, 2027 governs whether capped conversion amounts can be delivered in common shares.

The filing states that Karyopharm must seek the required Nasdaq stockholder approval at a meeting no later than March 15, 2027, and at later meetings if approval is not obtained. That deadline is the stated path for potentially delivering common shares otherwise held back by the pre-approval conversion limits; until then, those amounts generally remain subject to cash settlement deferred until after the initial vote or that date.

If conversion is settled in common shares, it increases the total share count and reduces existing holders’ percentage ownership absent offsetting changes. The preferred stock also gives holders approval rights over specified actions, including issuing senior or parity securities, issuing additional preferred shares, and certain mergers or similar transactions.

Cash amounts payable on the preferred stock are subject to legally available funds and financing-agreement restrictions; amounts not paid when due remain outstanding and accrete at 2% annually until paid.

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Preferred shares issued: 20,000 shares Initial liquidation preference per preferred share: $1,000 per share Aggregate fee satisfied: $20.0 million +5 more

8 metrics

Preferred shares issued 20,000 shares Series A Convertible Perpetual Preferred Stock issued September 17, 2026

Initial liquidation preference per preferred share $1,000 per share 0% Series A Convertible Perpetual Preferred Stock

Aggregate fee satisfied $20.0 million Fees paid to certain Forbearance Agreement parties via preferred stock issuance

Conversion price $1.62 per share Common stock conversion price for the preferred stock, subject to adjustment

Initial common shares cap before consent 4,520,000 shares Maximum common shares issuable on conversion before Nasdaq stockholder approval, under 19.99% of pre‑issuance common

Beneficial ownership limitation 19.99% Cap on any holder’s beneficial ownership for conversion purposes

Accretion rate on unpaid amounts 2% per annum Unpaid cash amounts on the preferred stock, compounded quarterly

Holder repurchase right date September 17, 2029 One‑time right to require repurchase at $1,000 per preferred share

Forbearance Agreement, Certificate of Designations, Liquidation Value, beneficial ownership limitation, +2 more

6 terms

Forbearance Agreement financial

"entered into a Forbearance Agreement and Limited Waiver to Indentures"

A forbearance agreement is a temporary deal between a borrower and a lender where the lender agrees to delay or reduce payments instead of declaring a default; think of it as a pause button on a loan while both sides work out a longer-term fix. It matters to investors because it affects a company’s short-term cash flow and the likelihood of loan losses or restructuring, which can change credit risk and share value.

Certificate of Designations regulatory

"filed the Certificate of Designations with the Secretary of State"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

Liquidation Value financial

"such share (the “Liquidation Value”)"

Liquidation value is the amount of cash that could be realized if a company’s assets were sold off quickly and its debts and sale costs were paid, usually yielding less than normal selling value. For investors it matters because it provides a practical “floor” or worst‑case estimate of what shareholders or creditors might recover in a bankruptcy or forced sale, helping gauge downside risk much like the cash you’d get from a hastily held garage sale versus a planned auction.

beneficial ownership limitation regulatory

"conversions are also subject to a 19.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Fundamental Changes financial

"upon specified “Fundamental Changes,” including certain change-of-control"

Major, lasting shifts in a company’s core business, strategy, structure, or operating environment that change how it makes money or manages risk. Think of it like renovating the foundation of a house rather than repainting a room: these changes can alter future earnings, cash flow and risk profiles, so investors watch them closely because they may require reassessing a company’s value and long‑term prospects.

volume-weighted average price financial

"based on the 20-trading day volume-weighted average price of the Common Stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Karyopharm issued 20,000 shares of 0% Series A Convertible Perpetual Preferred Stock, each with an initial $1,000 liquidation preference, to satisfy $20.0 million of fees owed under a fee agreement related to its forbearance arrangements.

Each share of the Series A Convertible Preferred Stock is convertible at the holder’s option into Karyopharm common stock at $1.62 per share, subject to anti‑dilution adjustments, overall share caps, and beneficial ownership limitations.

Until required Nasdaq stockholder approval is obtained, conversions of the preferred are capped at an aggregate 4,520,000 common shares, which is less than 19.99% of the common stock outstanding immediately before the preferred issuance, and are also subject to a 19.99% beneficial ownership limitation.

On or after September 17, 2029, each holder has a one‑time right to require Karyopharm to repurchase any or all shares at $1,000 per share. Holders may also require repurchase for the Liquidation Value upon specified Fundamental Changes.

The preferred stock does not bear regular dividends but participates on an as‑converted basis in dividends and distributions on common stock. Cash amounts due on the preferred that are not paid accrue at 2% per annum, compounded quarterly, until paid.

Upon liquidation or dissolution, each preferred share entitles the holder to the greater of $1,000 or the as‑converted value of the share, subject to creditor rights and any senior preferred stock, and ranks ahead of common stock for such distributions.

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Available on EDGAR 09/18/2026 - 04:06 PM Accepted by SEC EDGAR 09/18/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 17, 2026

Karyopharm Therapeutics Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36167

26-3931704

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

85 Wells Avenue, 2nd Floor

Newton, Massachusetts

02459

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 658-0600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value

KPTI

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03.

Material Modification to Rights of Security Holders.

The information contained below in Item 5.03 regarding the Certificate of Designations is incorporated into this Item 3.03 by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, on September 10, 2026, Karyopharm Therapeutics Inc. (the “Company”) and its subsidiary guarantors entered into a Forbearance Agreement and Limited Waiver to Indentures (the “Forbearance Agreement”) to provide the Company with additional time to continue to advance its myelofibrosis program, further negotiate with its lenders, pursue strategic alternatives, or consummate an equity capital raise. In connection with the Forbearance Agreement, on September 10, 2026, the Company entered into a fee letter agreement with certain of the parties to the Forbearance Agreement (the “Fee Agreement”) pursuant to which the Company agreed to pay fees to such parties in an aggregate amount of $20.0 million, which the Company elected to pay in the form of shares of a newly created series of preferred stock of the Company.

On September 17, 2026, the Company issued an aggregate of 20,000 shares of 0% Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (the “Convertible Preferred Stock”), with an initial liquidation preference of $1,000 per share, in satisfaction of the $20.0 million in fees payable under the Fee Agreement. In connection with the issuance, on September 17, 2026, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, effective the same day.

The Convertible Preferred Stock ranks senior to the Common Stock with respect to dividends and distributions upon a liquidation of the Company. Upon a liquidation or dissolution of the Company, each share of Convertible Preferred Stock entitles the holder to receive, subject to the rights of creditors and any senior preferred stock, the greater of (i) $1,000 and (ii) the as-converted value of such share (the “Liquidation Value”). In certain change of control and sale transactions, holders may elect to receive the Liquidation Value, in priority to the Common Stock, and the Company may not enter into such a transaction unless the definitive agreement provides for such payment. The Convertible Preferred Stock is convertible into Common Stock at a price of $1.62 per share at the option of the holder, subject to adjustment for stock splits, stock dividends and combinations and certain tender and exchange offers.

Until the Company obtains the stockholder approval required under applicable Nasdaq rules (the “Consent”), the number of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock is limited to an aggregate of 4,520,000 shares, which is less than 19.99% of the shares of Common Stock outstanding immediately prior to issuance of the Convertible Preferred Stock, and conversions are also subject to a 19.99% beneficial ownership limitation. Shares otherwise deliverable in excess of the aggregate share cap are generally subject to cash settlement, and a holder may elect cash settlement for shares not delivered because of the 19.99% beneficial ownership limitation, in each case based on the 20-trading day volume-weighted average price of the Common Stock. Any such cash settlement arising from a conversion before the Consent is obtained is deferred until after the earlier of the initial stockholder vote on the Consent and March 15, 2027. If the Consent is obtained by that time and the applicable shares may then be delivered under the Certificate of Designations, the Company will instead deliver those shares. The Company has agreed to seek the Consent at a stockholder meeting to be held no later than March 15, 2027 and, if not then obtained, at subsequent stockholder meetings until obtained. Conversions are also subject to other beneficial ownership limitations applicable to each holder.

The Convertible Preferred Stock does not bear regular dividends, but participates on an as-converted basis in dividends and distributions paid on the Common Stock. Cash amounts payable on the Convertible Preferred Stock are subject to the availability of funds under Delaware law and restrictions contained in certain of the Company’s financing agreements. Any amount not paid when due remains due and owing and accretes at 2% per annum, compounded quarterly, until paid.

The Convertible Preferred Stock generally has no voting rights, except with respect to specified protective matters. Among other things, specified actions, including the issuance of senior or parity stock, certain amendments adversely affecting the Convertible Preferred Stock, the issuance of additional shares of Convertible Preferred Stock and certain mergers and similar transactions, generally require the approval of holders representing at least two-thirds of the applicable voting power of the Convertible Preferred Stock and any voting parity stock entitled to vote on the matter. Certain changes to the core economic and other rights of the Convertible Preferred Stock require the consent of each affected holder.

On or after September 17, 2029, each holder of Convertible Preferred Stock has a one-time right to require the Company to repurchase any or all of such holder’s shares for $1,000 per share. Holders may also require the Company to repurchase their Convertible Preferred Stock for the Liquidation Value upon specified “Fundamental Changes,” including certain change-of-control and sale transactions, a delisting or cessation of Exchange Act reporting, a bankruptcy event or stockholder approval of a liquidation or dissolution, and specified FDA action with respect to, or the Company’s withdrawal of, its supplemental new drug application for selinexor in combination with ruxolitinib for the treatment of myelofibrosis. The Company generally may not voluntarily enter into a transaction that would result in a Fundamental Change unless it has sufficient legally available funds to pay the maximum aggregate repurchase price or the definitive agreement provides for the applicable amounts to be paid or funded by or on behalf of the acquirer or successor when due.

The foregoing description of the Certificate of Designations is not complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Certificate of Designations of 0% Series A Convertible Perpetual Preferred Stock of Karyopharm Therapeutics Inc.

104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Source: View Original Filing on SEC EDGAR

KARYOPHARM THERAPEUTICS INC.

Date: September 18, 2026

/s/ Michael Mano

Michael Mano

Executive Vice President, Chief Legal Officer and Secretary

4 documents