Karyopharm (KPTI) debt relief and forbearance depend on $25M stock sale

Rhea-AI Filing Summary

Karyopharm Therapeutics amended its credit agreement and entered a broad forbearance arrangement to manage liquidity while it continues to face substantial doubt about its ability to continue as a going concern. The changes aim to extend its cash runway beyond the second quarter of 2026 and past expected top-line data from the Phase 3 XPORT-EC 042 trial, if conditions are met.

The amendment allows June 30, 2026 cash interest under the credit facility to be paid in kind and moves a June 10, 2026 principal payment to September 10, 2026 if the company raises at least $25.0 million in common stock proceeds before June 10, 2026, defined as the Capital Raise Trigger. It keeps the minimum consolidated liquidity covenant at $10.0 million through October 10, 2026, excluding qualifying equity proceeds from increasing that threshold, and extends a 5% prepayment premium potentially through May 8, 2027.

Through a separate forbearance agreement, all lenders, holders of the company’s 9.00% convertible notes due 2028 and 2029, and the revenue interest investors agree, once the Capital Raise Trigger occurs, to temporarily refrain from exercising certain rights related to missed June 30, 2026 cash interest payments and related minimum liquidity covenant issues, with forbearance periods running to September 30, 2026 and October 10, 2026, respectively.

Insights

Credit & capital structure analyst

Liquidity relief depends on a $25M equity raise and temporary creditor forbearance.

The company negotiated a second amendment to its credit facility and a coordinated forbearance covering term lenders, holders of 9.00% convertible notes due 2028 and 2029, and revenue-interest investors. These arrangements collectively target extending liquidity beyond the second quarter of 2026, but they are contingent on hitting the Capital Raise Trigger.

The Capital Raise Trigger requires at least $25.0 million in common stock proceeds before June 10, 2026. If achieved, June 2026 cash interest on the credit facility converts to payment-in-kind and a June 10 principal installment shifts to September 10, 2026, while maintaining a $10.0 million minimum liquidity covenant through October 10, 2026 without counting those equity proceeds. Creditors also agree to forbear on specified payment and liquidity defaults until late September and early October 2026.

The filing reiterates that substantial doubt exists about the company’s ability to continue as a going concern and highlights numerous commercial, clinical, regulatory and cash-flow risks. Actual benefits from these amendments depend on successfully completing the equity raise and avoiding termination events under the forbearance agreement; otherwise, standard default remedies could become available again.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

0001503802false00015038022026-02-272026-02-27

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): February 27, 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 1.01. Entry into a Material Definitive Agreement.

On February 27, 2026, Karyopharm Therapeutics Inc. (the “Company”) entered into the Second Amendment to Credit and Guaranty Agreement (the “Amendment”) with the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, which amends the Company’s Credit and Guaranty Agreement, dated May 8, 2024 (as previously amended, the “Credit Agreement”).

The purpose of the Amendment and the Forbearance Agreement (as defined below) is to reduce the capital required to extend the Company’s liquidity runway beyond the second quarter of 2026 and beyond the anticipated reporting of top-line data from the event driven, Phase 3 XPORT-EC 042 trial, which continues to be expected in mid-2026. The Amendment and Forbearance Agreement permit the Company to defer certain principal and interest payments until September 2026, maintain the Company’s existing minimum liquidity covenant of $10.0 million through October 10, 2026, and eliminate the requirement that 50% of proceeds from financing activities be applied to increase the minimum liquidity covenant; provided, in each case, that the Capital Raise Trigger (as defined below) is met.

Amendment to the Credit Agreement

The Amendment provides that, if the Company consummates a sale and issuance of the Company’s common stock, in one or more transactions, resulting in proceeds to the Company of not less than $25.0 million actually received in cash before June 10, 2026 (the “Capital Raise Trigger”), (i) the Company’s cash interest payment otherwise payable on June 30, 2026 will be paid in kind on June 30, 2026 and (ii) the principal installment otherwise due on June 10, 2026 will instead be due on September 10, 2026. The Amendment also amends the Credit Agreement’s minimum consolidated liquidity covenant. Under the existing covenant, the Company must maintain minimum liquidity of at least the lesser of (a) $25.0 million and (b) $10.0 million plus 50% of the net cash proceeds received from certain debt and equity issuances through October 10, 2026. The Amendment provides that proceeds received in connection with a capital raise that satisfies the Capital Raise Trigger will be excluded from this calculation, so that such proceeds do not cause the minimum liquidity requirement to increase. After October 10, 2026, the covenant continues to require minimum consolidated liquidity of $25.0 million.

The Amendment also modifies the prepayment premium provided in the Credit Agreement such that (i) application of a 5% prepayment premium would extend through and including June 10, 2026 and (ii) if the Capital Raise Trigger occurs, such application of a 5% prepayment premium would be extended through May 8, 2027 (and 0% thereafter).

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 8.01. Other Items.

Forbearance Agreement

On February 27, 2026, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with (i) 100% of the lenders under the Credit Agreement, (ii) holders representing 100% of the outstanding principal amount of the Company’s 9.00% Convertible Senior Notes due 2028 (the “2028 Notes”), (iii) holders representing 100% of the outstanding principal amount of the Company’s 9.00% Convertible Senior Notes due 2029 (the “2029 Notes”), and (iv) the investor representative acting at the direction of the investors under the Company’s revenue interest financing agreement (collectively, the “Consenting Parties”).

The effectiveness of the Forbearance Agreement is conditioned on, among other things, the occurrence of the Capital Raise Trigger. Upon effectiveness, the Consenting Parties agreed to forbear from exercising certain rights and remedies with respect to specified matters, including (i) payment-related defaults that would result from the Company’s non-payment of the cash interest payments due June 30, 2026 under the indentures governing the 2028 Notes and 2029 Notes (and related cross-defaults) and (ii) any minimum liquidity-related defaults that would result from the minimum liquidity covenants under such indentures to the extent impacted by an increase in the applicable liquidity threshold resulting from such equity financing (and related cross-defaults).

Under the Forbearance Agreement, the forbearance with respect to the specified payment matters would continue until September 30, 2026, and the forbearance with respect to the specified minimum liquidity matters would continue until October 10, 2026, in each case unless terminated earlier upon the occurrence of certain customary termination events. The

Forbearance Agreement does not constitute a waiver of any defaults or events of default, and the Consenting Parties reserve their rights and remedies, subject to the terms of the Forbearance Agreement.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those regarding the Company’s expected cash runway and liquidity and whether the Capital Raise Trigger will occur. Such statements are subject to numerous important factors, risks and uncertainties, many of which are beyond the Company’s control, that may cause actual events or results to differ materially from the Company’s current expectations. For example, there can be no guarantee that the Company will successfully commercialize XPOVIO or that any of the Company’s drug candidates, including selinexor, will successfully complete necessary clinical development phases or that development of any of the Company’s drug candidates will continue. Further, there can be no guarantee that any positive developments in the development or commercialization of the Company’s drug candidate portfolio will result in stock price appreciation. Management’s expectations and, therefore, any forward-looking statements in this Current Report on Form 8-K could also be affected by risks and uncertainties relating to a number of other factors, including the following: the adoption of XPOVIO in the commercial marketplace, the timing and costs involved in commercializing XPOVIO or any of the Company’s drug candidates that receive regulatory approval; the ability to obtain and retain regulatory approval of XPOVIO or any of the Company’s drug candidates that receive regulatory approval; the Company’s results of clinical trials and preclinical trials, including subsequent analysis of existing data and new data received from ongoing and future trials; the content and timing of decisions made by the U.S. Food and Drug Administration and other regulatory authorities, investigational review boards at clinical trial sites and publication review bodies, including with respect to the need for additional clinical trials; the ability of the Company’s or its third party collaborators or successors in interest to fully perform their respective obligations under the applicable agreement and the potential future financial implications of such agreement; the Company’s ability to enroll patients in its clinical trials; unplanned cash requirements and expenditures; substantial doubt exists regarding the Company’s ability to continue as a going concern; development or regulatory approval of drug candidates by the Company’s competitors for products or product candidates in which Karyopharm is currently commercializing or developing; and the Company’s ability to obtain, maintain and enforce patent and other intellectual property protection for any of its products or product candidates. These and other risks are described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (SEC) on February 13, 2026, and in other filings that Karyopharm may make with the SEC in the future. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and, except as required by law, Karyopharm expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Second Amendment to Credit and Guaranty Agreement, dated February 27, 2026
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.

				KARYOPHARM THERAPEUTICS INC.
Date: March 2, 2026				By:		/s/ Michael Mano
						Michael Mano
						Executive Vice President, Chief Legal Officer and Secretary

FAQ

What did Karyopharm Therapeutics (KPTI) change in its credit agreement?

Karyopharm amended its credit agreement to defer a June 10, 2026 principal payment to September 10, 2026 and allow June 30, 2026 cash interest to be paid in kind, if it raises at least $25.0 million in common stock before June 10, 2026.

What is the Capital Raise Trigger mentioned by Karyopharm Therapeutics (KPTI)?

The Capital Raise Trigger requires Karyopharm to complete sales of its common stock producing at least $25.0 million in cash proceeds before June 10, 2026. Meeting this trigger enables deferral of certain June 2026 cash interest and principal obligations and activates key features of related forbearance arrangements.

How do the new covenants affect Karyopharm Therapeutics’ (KPTI) minimum liquidity?

The amendment keeps Karyopharm’s minimum consolidated liquidity covenant at $10.0 million through October 10, 2026, while excluding qualifying equity proceeds raised under the Capital Raise Trigger from increasing that requirement. After October 10, 2026, the minimum consolidated liquidity requirement reverts to $25.0 million.

What creditor forbearance did Karyopharm Therapeutics (KPTI) obtain?

Karyopharm secured a forbearance agreement from all term lenders, all holders of its 9.00% convertible notes due 2028 and 2029, and its revenue-interest investors, covering specified payment and liquidity-related defaults until late September and early October 2026, once the Capital Raise Trigger occurs.

Does Karyopharm Therapeutics (KPTI) still face going concern risks?

Yes. The company states that substantial doubt exists about its ability to continue as a going concern. Its liquidity plan depends on commercial performance, clinical and regulatory outcomes, cost control, and successfully completing the $25.0 million equity raise tied to its amended financing terms.

How does the amendment change Karyopharm Therapeutics’ (KPTI) prepayment premium?

The amendment extends the 5% prepayment premium on the credit facility through June 10, 2026, and, if the Capital Raise Trigger occurs, further extends that 5% premium through May 8, 2027, after which the prepayment premium declines to 0%.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 171.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 30.1 KB