Karyopharm adds 450,000 shares to Equity Incentive Plan (KPTI)

Karyopharm Therapeutics Inc. filed a Form S-8 to register an additional 450,000 shares of common stock under its 2022 Equity Incentive Plan, as amended.

Rhea-AI Filing Summary

Karyopharm Therapeutics Inc. filed a Form S-8 to register an additional 450,000 shares of common stock under its 2022 Equity Incentive Plan, as amended. The filing incorporates prior Form S-8 registrations for the same plan by reference and makes those shares available for issuance as awards to employees and directors. Exhibits listed include the Restated Certificate, Third Amended and Restated By-Laws, counsel opinion and consent, auditor consent, the amended plan text and a filing fee table; the registration statement is signed by the company’s authorized officers and directors.

Positive

• Added 450,000 shares registered for issuance under the 2022 Equity Incentive Plan, expanding the plan's available award pool.
• Incorporates prior Form S-8 filings by reference, maintaining continuity of disclosure for the equity incentive program.
• Includes required legal and auditor consents and the amended plan text as exhibits, indicating formal compliance with filing requirements.

Negative

• Potential dilution to existing shareholders when the newly registered shares are issued under the plan.
• No financial or operational updates are provided in this filing; it does not address company performance or material transactions.

Insights

Compensation & HR Analyst

TL;DR: Registers 450,000 additional shares for employee/director awards; procedural filing with limited immediate financial impact.

The registration makes 450,000 common shares available for issuance under the 2022 Equity Incentive Plan, as amended, which is the formal step required before equity awards can be granted and settled. The filing incorporates prior S-8 filings by reference and includes the amended plan text as an exhibit, ensuring continuity of disclosure for equity compensation programs. Impact: neutral for current financial results; it increases the pool of shares that could dilute holders when awards are actually issued.

Corporate Governance Expert

TL;DR: Administrative compliance filing with required legal and auditor consents; no governance changes disclosed.

The registration statement includes standard governance and legal exhibits: a Restated Certificate, By-Laws, legal opinion of counsel and related consent, auditor consent, power of attorney and the amended 2022 Equity Incentive Plan. Signatures from the company’s officers and directors are provided. There are no disclosures of leadership changes, material transactions, or financial metrics in this filing. Impact: not materially impactful to investors beyond increasing the reserve available for equity awards.

FAQ

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

What did Karyopharm (KPTI) register on Form S-8?

The company registered an additional 450,000 shares of common stock for issuance under the 2022 Equity Incentive Plan, as amended.

How many shares were added to Karyopharm's equity incentive plan?

450,000 shares of common stock were registered for issuance under the amended 2022 Equity Incentive Plan.

Does the filing include legal and auditor consents?

Yes. Exhibits listed include the opinion and consent of Sidley Austin LLP and the consent of Ernst & Young LLP, along with corporate governance documents and the amended plan text.

Will this filing change KPTI's reported earnings or operations?

No. The Form S-8 registers shares for future issuance and does not contain earnings, operational metrics, or material transaction disclosures.

Which equity plan governs the newly registered shares?

The shares are issuable under the 2022 Equity Incentive Plan, as amended.

Who signed the registration statement for Karyopharm?

The registration statement is signed by Richard Paulson as President and Chief Executive Officer and by the company’s authorized officers and directors as indicated in the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/11/2025 - 08:01 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on August 11, 2025

Registration No. 333-  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Karyopharm Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware		26-3931704
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
85 Wells Avenue, 2nd Floor Newton, MA		02459
(Address of Principal Executive Offices)		(Zip Code)

2022 Equity Incentive Plan, as amended

(Full title of the plan)

Richard Paulson

President and Chief Executive Officer

Karyopharm Therapeutics Inc.

85 Wells Avenue, 2nd Floor

Newton, MA 02459

(Name and address of agent for service)

(617) 658-0600

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register an additional 450,000 shares of Common Stock, $0.0001 par value per share, of Karyopharm Therapeutics Inc. (the “Registrant”) issuable under the Registrant’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”). Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of (i)  the Registration Statement on Form S-8, File No. 333-265386, filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on June 3, 2022 relating to the 2022 Plan, (ii)  the Registration Statement on Form S-8, File No. 333-273593, filed by the Registrant with the SEC on August 2, 2023 relating to the 2022 Plan and (iii)  the Registration Statement on Form S-8, File No. 333-279823, filed by the Registrant with the SEC on May 30, 2024 relating to the 2022 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Number		Description
4.1 (1)		Restated Certificate of Incorporation of the Registrant, as amended
4.2 (2)		Third Amended and Restated By-Laws of the Registrant
5.1		Opinion of Sidley Austin LLP, counsel to the Registrant
23.1		Consent of Sidley Austin LLP (included in Exhibit 5.1)
23.2		Consent of Ernst & Young LLP
24.1		Power of attorney (included on the signature pages of this registration statement)
99.1 (3)		2022 Equity Incentive Plan, as amended
107		Filing Fee Table

(1) Previously filed with the SEC as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36167) filed with the SEC on May 12, 2025 and incorporated herein by reference.

(2) Previously filed with the SEC as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36167) filed with the SEC on December 2, 2022 and incorporated herein by reference.

(3) Previously filed with the SEC as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-36167) filed with the SEC on April 14, 2025 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on this 11^th day of August, 2025.

KARYOPHARM THERAPEUTICS INC.
By:		/s/ Richard Paulson
Name:		Richard Paulson
Title:		President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Karyopharm Therapeutics Inc., hereby severally constitute and appoint Richard Paulson, Lori Macomber and Michael Mano, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Karyopharm Therapeutics Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Richard Paulson Richard Paulson		President and Chief Executive Officer and Director (principal executive officer)		August 11, 2025
/s/ Lori Macomber Lori Macober		Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)		August 11, 2025
/s/ Kristin Abate Kristin Abate		Vice President, Chief Accounting Officer and Assistant Treasurer (principal accounting officer)		August 11, 2025
/s/ Garen G. Bohlin Garen G. Bohlin		Director		August 11, 2025
/s/ Barry E. Greene Barry E. Greene		Director		August 11, 2025
/s/ Mansoor Raza Mirza Mansoor Raza Mirza, M.D.		Director		August 11, 2025
/s/ Christy J. Oliger Christy J. Oliger		Director		August 11, 2025
/s/ Deepika R. Pakianathan Deepika R. Pakianathan, Ph.D.		Director		August 11, 2025
/s/ Chen Schor Chen Schor		Director		August 11, 2025
/s/ Zhen Su Zhen Su, M.D.		Director		August 11, 2025