Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on May 30, 2024

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)

 

 

Amended & Restated 2013 Employee Stock Purchase Plan, as amended

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)

[phone]

(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. ☐

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register (a) an additional 5,000,000 shares of Common Stock, $0.0001 par value per share, of Karyopharm Therapeutics Inc. (the “Registrant”) issuable under the Registrant’s Amended & Restated 2013 Employee Stock Purchase Plan, as amended (the “ESPP”) and (b) an additional 6,000,000 shares of Common Stock 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. 333-194746, filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on March 21, 2014 relating to the ESPP, (ii)  the Registration Statement on Form S-8, File No. 333-210221, filed by the Registrant with the SEC on March 15, 2016 relating to the ESPP, (iii)  the Registration Statement on Form S-8, File No. 333-229971, filed by the Registrant with the SEC on February 28, 2019 relating to the ESPP, (iv)  the Registration Statement on Form S-8, File No. 333-237160, filed by the Registrant with the SEC on March 13, 2020 relating to the ESPP, (v)  the Registration Statement on Form S-8, File No. 333-263075, filed by the Registrant with the SEC on February 28, 2022 relating to the ESPP, (vi)  the Registration Statement on Form S-8, File No. 333-265386, filed by the Registrant with the SEC on June 3, 2022 relating to the 2022 Plan, (vii)  the Registration Statement on Form S-8, File No. 333-269845, filed by the Registrant with the SEC on February 17, 2023, relating to the ESPP and (viii)  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 ESPP and the 2022 Plan.

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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 Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr 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)		Amended & Restated 2013 Employee Stock Purchase Plan, as amended
99.2 (4)		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 August 2, 2023 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 B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-36167) filed with the SEC on April 19, 2024 and incorporated herein by reference.

(4)	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 19, 2024 and incorporated herein by reference.

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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 30^th day of May, 2024.

 

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

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POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Karyopharm Therapeutics Inc., hereby severally constitute and appoint Richard Paulson, Michael Mason 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)		May 30, 2024
/s/ Michael Mason Michael Mason		Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)		May 30, 2024
/s/ Garen G. Bohlin Garen G. Bohlin		Director		May 30, 2024
/s/ Barry E. Greene Barry E. Greene		Director		May 30, 2024
/s/ Mansoor Raza Mirza Mansoor Raza Mirza, M.D.		Director		May 30, 2024
/s/ Christy J. Oliger Christy J. Oliger		Director		May 30, 2024
/s/ Deepika R. Pakianathan Deepika R. Pakianathan, Ph.D.		Director		May 30, 2024
/s/ Chen Schor Chen Schor		Director		May 30, 2024
/s/ Zhen Su Zhen Su, M.D.		Director		May 30, 2024

Exhibit 5.1

 

May 30, 2024

+ 1 617 526 6000 (t)

+ 1 617 526 5000 (f)

wilmerhale.com

Karyopharm Therapeutics Inc.

85 Wells Avenue, 2nd Floor

Newton, MA 02459

 

Re:

Amended & Restated 2013 Employee Stock Purchase Plan, as amended

2022 Equity Incentive Plan, as amended

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 11,000,000 shares of common stock, $0.0001 par value per share (the “Shares”), of Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), issuable under the Company’s Amended & Restated 2013 Employee Stock Purchase Plan, as amended, and 2022 Equity Incentive Plan, as amended (collectively, the “Plans”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the board of directors and stockholders of the Company, the Registration Statement, the Plans and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

 

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Karyopharm Therapeutics Inc.

May 30, 2024

Page 2

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

/s/ Wilmer Cutler Pickering Hale and Dorr LLP

WILMER CUTLER PICKERING HALE AND DORR LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended & Restated 2013 Employee Stock Purchase Plan, as amended and the 2022 Equity Incentive Plan, as amended, of Karyopharm Therapeutics Inc. of our reports dated February 29, 2024, with respect to the consolidated financial statements of Karyopharm Therapeutics Inc., and the effectiveness of internal control over financial reporting of Karyopharm Therapeutics Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

May 30, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Karyopharm Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common Stock, $0.0001 par value per share

Other

11,000,000 shares (2)

$1.03 (3)

$11,330,000 (3)

$147.60 per $1,000,000

$1,672.31

Total Offering Amounts

$11,330,000

$1,672.31

Total Fee Offsets

—

Net Fee Due

$1,672.31

 

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	Consists of (i) 5,000,000 shares issuable under the Amended & Restated 2013 Employee Stock Purchase Plan, as amended and (ii) 6,000,000 shares issuable under the 2022 Equity Incentive Plan, as amended.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the average of the high and low prices of the registrant’s common stock on the Nasdaq Global Select Market on May 28, 2024, in accordance with Rule 457(c) under the Securities Act.

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