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RA Capital boosts Karyopharm (KPTI) stake to 9.99% beneficial ownership cap

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

RA Capital Management, L.P. and affiliated reporting persons report beneficial ownership of 2,302,504 shares of Karyopharm Therapeutics Inc. common stock as of June 30, 2026, representing 9.99% of the class. The position is held through RA Capital Healthcare Fund, L.P., with all voting and dispositive power shared among the reporting persons.

The Fund directly holds 1,917,354 shares of common stock plus pre-funded and common warrants. Warrant exercises are limited by Beneficial Ownership Blockers that prevent ownership above 9.99% of outstanding common stock.

Positive

  • None.

Negative

  • None.
Beneficially owned shares 2,302,504 shares Shares of Karyopharm common stock beneficially owned by the reporting persons as of June 30, 2026
Beneficial ownership percentage 9.99% Beneficial ownership of Karyopharm common stock limited by Beneficial Ownership Blockers
Shares outstanding baseline 22,662,943 shares Karyopharm common stock outstanding as of May 7, 2026, used to calculate ownership
Shares issuable upon warrant exercise 385,150 shares Portion of Karyopharm shares from warrants included in the 9.99% calculation
Common shares held by Fund 1,917,354 shares Karyopharm common stock directly held by RA Capital Healthcare Fund, L.P.
Pre-funded warrants 3,391,164 shares Karyopharm shares underlying pre-funded warrants held by the Fund
Common warrants 4,421,518 shares Karyopharm shares underlying common warrants held by the Fund
Shared voting and dispositive power 2,302,504 shares Shares over which each reporting person has shared voting and dispositive power
Beneficial Ownership Blockers regulatory
"Each of the Warrants contains a provision (the "Beneficial Ownership Blockers") which precludes exercise"
pre-funded warrants financial
"The Fund directly holds (i) 1,917,354 shares of common stock, (ii) pre-funded warrants exercisable"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Section 13(d) of the Act regulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
Sole Voting Power financial
"5 | Sole Voting Power 0.00 6 | Shared Voting Power 2,302,504.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Shared Dispositive Power financial
"8 | Shared Dispositive Power 2,302,504.00"

FAQ

What percentage of KPTI does RA Capital report owning in this Schedule 13G/A?

RA Capital and related reporting persons report beneficial ownership of 9.99% of Karyopharm Therapeutics Inc. common stock, based on 22,662,943 shares outstanding plus 385,150 shares issuable upon warrant exercise as of the referenced dates.

How many KPTI shares does RA Capital beneficially own according to this filing?

The reporting persons disclose beneficial ownership of 2,302,504 shares of Karyopharm Therapeutics Inc. common stock. This includes currently held shares and warrant-based shares that can be counted under the 9.99% Beneficial Ownership Blocker limit.

What KPTI securities are held by RA Capital Healthcare Fund, L.P.?

RA Capital Healthcare Fund, L.P. holds 1,917,354 common shares, pre-funded warrants exercisable for up to 3,391,164 shares, and common warrants exercisable for up to 4,421,518 shares of Karyopharm Therapeutics Inc., subject to Beneficial Ownership Blockers.

How is the 9.99% KPTI ownership stake calculated in this Schedule 13G/A?

The 9.99% beneficial ownership is based on 22,662,943 shares of Karyopharm common stock outstanding as of May 7, 2026, plus 385,150 shares issuable upon warrant exercise. EDGAR cover-page percentages are rounded down to 9.9%.

Who are the reporting persons in the KPTI Schedule 13G/A amendment?

The reporting persons are RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P.. They disclaim group status and certain beneficial ownership except for determining obligations under Section 13(d).

What is the role of Beneficial Ownership Blockers in RA Capital’s KPTI position?

The warrants held by the Fund contain Beneficial Ownership Blockers that prevent exercise if it would cause ownership of Karyopharm common stock, together with affiliates, to exceed 9.99%, limiting exercisability at any time.

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

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Learn about SEC filing dates





48576U205

(CUSIP Number)
06/30/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



RA Capital Management, L.P.
Signature:/s/ Peter Kolchinsky
Name/Title:By Peter Kolchinsky, Authorized Signatory
Date:08/14/2026
Peter Kolchinsky
Signature:/s/ Peter Kolchinsky
Name/Title:Peter Kolchinsky
Date:08/14/2026
Rajeev Shah
Signature:/s/ Rajeev Shah
Name/Title:Rajeev Shah
Date:08/14/2026
RA Capital Healthcare Fund, L.P.
Signature:/s/ Peter Kolchinsky
Name/Title:By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:08/14/2026
Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on April 2, 2026)