Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Private Placement is expected to close on or about
The Company intends to use the net proceeds from the Private Placement together with its existing cash, cash equivalents and investments for the advancement of the Company's clinical development programs with selinexor and eltanexor as well as for working capital and other general corporate purposes. The Company expects that the anticipated net proceeds from the Private Placement, combined with its existing cash, cash equivalents and investments, together with its anticipated revenues, will be sufficient to fund the Company's current operating plans and capital expenditure requirements into late 2025.
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.
Warrants
The exercise price of the Warrants is
Under the terms of the Warrants, the Company may not effect the exercise of any Warrant, and a holder will not be entitled to exercise any portion of any Warrant, which, upon giving effect to such exercise, would cause a holder (together with its affiliates) to own more than 4.99% (or, upon the election of the holder, prior to the issuance of the Warrant, 9.99%, 14.99% or 19.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice is delivered to the Company.
Registration Rights Agreement
Also on
In the event (i) the registration statement has not been filed by the Filing
Deadline, (ii) the registration statement is not declared effective prior to the
earlier of (a) five business days after the date on which the Company is
notified by the
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The Company has granted the Purchasers customary indemnification rights in connection with the registration statement, including for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"). The Purchasers have also granted the Company customary indemnification rights in connection with the registration statement.
The foregoing descriptions of the Securities Purchase Agreement, the Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, the form of Warrant and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 4.1 and 10.2 hereto, respectively, and incorporated by reference herein.
The representations, warranties and covenants contained in the Securities
Purchase Agreement and the Registration Rights Agreement were made solely for
the benefit of the parties thereto and each placement agent expressly named as a
third-party beneficiary thereto and may be subject to limitations agreed upon by
the contracting parties. Accordingly, the Securities Purchase Agreement and the
Registration Rights Agreement are incorporated herein by reference only to
provide investors with information regarding the terms thereof and not to
provide investors with any other factual information regarding the Company or
its business, and should be read in conjunction with the disclosures in the
Company's periodic reports and other filings with the
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02. Based in part upon the representations of the Purchasers in
the Securities Purchase Agreement, the offering and sale of the Shares and the
Warrants will be exempt from registration under Section 4(a)(2) of the
Securities Act and Rule 506 of Regulation D under the Securities Act. The Shares
and the Warrants have not been registered under the Securities Act or any state
securities laws, and the Shares and the Warrants may not be offered or sold in
Item 8.01 Other Events.
On
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the safe harbor created by those sections. Such forward-looking statements include, but are not limited to, those regarding: the anticipated closing of the private placement; the amount and use of proceeds from the private placement; the filing of a registration statement to register the resale of the shares to be issued and sold in the private placement; the Company's cash runway, and the Company's plans, strategies and prospects for its business. Such statements are subject to numerous important factors, risks and uncertainties, many of which are beyond Karyopharm's control, that may cause actual events or results to differ materially from Karyopharm's current expectations. For example, there can be no guarantee that Karyopharm will successfully commercialize XPOVIO or that any of Karyopharm's drug candidates, including selinexor and eltanexor, will successfully complete necessary clinical development phases or that development of any of Karyopharm's drug candidates will continue. Further, there can be no guarantee that any positive developments in the development or commercialization of Karyopharm'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 risk that the COVID-19 pandemic could disrupt Karyopharm's business more severely than it currently anticipates, including by negatively impacting sales of XPOVIO, interrupting or delaying research and development efforts, impacting the ability to procure sufficient supply for the development and commercialization of selinexor or other product candidates, delaying ongoing or planned clinical trials, impeding the execution of business plans, planned regulatory milestones and timelines, or inconveniencing patients; the
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adoption of XPOVIO in the commercial marketplace, the timing and costs involved
in commercializing XPOVIO or any of Karyopharm's drug candidates that receive
regulatory approval; the ability to obtain and retain regulatory approval of
XPOVIO or any of Karyopharm's drug candidates that receive regulatory approval;
Karyopharm's results of clinical trials and preclinical studies, including
subsequent analysis of existing data and new data received from ongoing and
future studies; the content and timing of decisions made by the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 4.1 Form of Warrant to Purchase Common Stock to be issued pursuant to the Securities Purchase Agreement. 10.1 Securities Purchase Agreement, datedDecember 5, 2022 , by and among the Company and the other parties thereto. 10.2 Registration Rights Agreement, datedDecember 5, 2022 , by and among the Company and the other parties thereto. 99.1 Press Release, datedDecember 5, 2022 . 104 Cover Page Interactive Data File (embedded within the IXBRL document)
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