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

Year.

On December 1, 2022, the board of directors (the "Board") of Karyopharm Therapeutics Inc. (the "Company") approved an amendment and restatement of the Company's Second Amended and Restated By-Laws, as amended (as so amended and restated, the "Third Amended and Restated By-Laws"), effective immediately. The amendments effected by the Third Amended and Restated By-Laws, among other things:

• Eliminate the former requirement that the list of stockholders entitled to


     vote at a stockholder meeting also be made available during the actual
     meeting;

• Address adjournment of stockholder meetings relying on remote communication

due to a technical failure;

• Revise and enhance, in light of the universal proxy rules adopted by the

Securities and Exchange Commission, procedural mechanics and disclosure
     requirements in connection with shareholder nominations of directors and
     submission of proposals regarding other business at shareholder meetings by:



    (1)  Requiring additional background information, disclosures and certain
         representations from proposing stockholders and beneficial owners and the
         respective affiliates and associates of, or others acting in concert with
         such stockholder and such beneficial owner (each, a "Stockholder
         Associated Person");



    (2)  Providing that if any stockholder, beneficial owner and/or Stockholder
         Associated Person that intends to solicit proxies in support of any
         nominees other than the Company's nominees provides the notice and
         information required by Rule 14a-19(b) under the Securities Exchange Act
         of 1934, as amended (the "Exchange Act"), then such stockholder,
         beneficial owner and/or Stockholder Associated Person, upon request by
         the Company, must provide to the Company no later than five business days
         prior to the applicable meeting, reasonable evidence that it has met the
         requirements of soliciting the holders of shares of at least 67% of the
         voting power of shares entitled to vote on the election of directors and
         including a statement to that effect in the proxy statement or form of
         proxy; and



    (3)  Providing that if any stockholder, beneficial owner and/or Stockholder
         Associated Person fails to comply with the requirements of Rule 14a-19
         under the Exchange Act (or fails to timely provide reasonable evidence
         sufficient to satisfy the Company that such requirements have been met),
         then the Company will disregard the nomination of each of the director
         nominees proposed by such stockholder, beneficial owner and/or
         Stockholder Associated Person and any proxies or votes solicited for such
         nominees.

The Third Amended and Restated By-Laws also includes various other updates, including certain technical, conforming and clarifying changes. The foregoing description of the Third Amended and Restated By-Laws is qualified in its entirety by reference to the full text of the Third Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number    Description of Exhibit

3.1         Third Amended and Restated By-Laws of Karyopharm Therapeutics Inc.

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

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