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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.
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
