Karyopharm Therapeutics Announces Proposed Private Offering of $150 Million of Convertible Senior Notes
October 09 2018 - 4:01PM
Karyopharm Therapeutics Inc. (Nasdaq:KPTI), a clinical-stage
pharmaceutical company, today announced that it intends to offer,
subject to market and other conditions, $150 million aggregate
principal amount of convertible senior notes due 2025 (the “Notes”)
in a private offering to qualified institutional buyers in reliance
on Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). Karyopharm also expects to grant to the initial
purchasers of the Notes a 13-day option to purchase up to an
additional $22.5 million aggregate principal amount of the Notes.
The Notes will be unsecured, senior obligations
of Karyopharm and will bear interest payable semi-annually in
arrears on April 15 and October 15 of each year, beginning on April
15, 2019. The Notes will mature on October 15, 2025, unless earlier
repurchased, redeemed or converted in accordance with their terms.
Subject to certain conditions, on or after October 15, 2022,
Karyopharm may redeem for cash all or a portion of the Notes. The
Notes will be convertible at the option of holders of the Notes,
upon satisfaction of certain conditions and during certain periods,
into cash, shares of Karyopharm’s common stock, or a combination of
cash and shares of Karyopharm’s common stock, at Karyopharm’s
option. The interest rate, conversion rate, conversion price
and certain other terms of the Notes will be determined at the time
of pricing of the offering.
Karyopharm intends to use the net proceeds from
the sale of the Notes: to continue establishing the infrastructure
to support the potential commercial launch of selinexor; to support
continued clinical development of selinexor in hematologic
malignancies and solid tumors; to conduct ongoing activities to
support regulatory submissions for oral selinexor as a new
treatment for patients with penta-refractory multiple myeloma and,
if the results of Karyopharm’s SADAL trial are positive, as a new
treatment for patients with relapsed/refractory diffuse large
B-cell lymphoma; for clinical trials of two of Karyopharm's
pipeline drug candidates in oncology, eltanexor and KPT-9274; and
for working capital and other general corporate purposes.
The Notes will be offered and sold to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act. The offer and sale of the Notes and the shares of common stock
issuable upon conversion of the Notes, if any, have not been and
will not be registered under the Securities Act or the securities
laws of any other jurisdiction, and the Notes and any such shares
may not be offered or sold in the United States absent registration
or an applicable exemption from such registration requirements. Any
offer of the Notes will be made only by means of a private offering
memorandum.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the Notes or any
other securities, nor shall there be any offer, solicitation or
sale of the Notes or any other securities (including the shares of
Karyopharm’s common stock issuable upon conversion of the Notes, if
any) in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Karyopharm
Therapeutics
Karyopharm Therapeutics Inc. (Nasdaq:KPTI) is a
clinical-stage pharmaceutical company focused on the discovery and
development of novel first-in-class drugs directed against nuclear
transport and related targets for the treatment of cancer and other
major diseases. Karyopharm's SINE compounds function by binding
with and inhibiting the nuclear export protein XPO1 (or CRM1). In
addition to single-agent and combination activity against a variety
of human cancers, SINE compounds have also shown biological
activity in models of neurodegeneration, inflammation, autoimmune
disease, certain viruses and wound-healing. Karyopharm, which was
founded by Dr. Sharon Shacham, currently has several
investigational programs in clinical or preclinical
development.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of The Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include those
regarding Karyopharm’s expectations regarding the size and timing
of the offering, the anticipated use of any proceeds from the
offering, and the terms of the Notes. 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 due to risks and uncertainties inherent in
Karyopharm’s business, including, without limitation: risks and
uncertainties associated with market conditions; whether Karyopharm
will offer the Notes or be able to consummate the proposed offering
at the anticipated size or on the anticipated terms, or at all; and
the satisfaction of closing conditions related to the proposed
offering. The failure to meet expectations with respect to any of
the foregoing matters may reduce Karyopharm's stock price. These
and other risks are described under the caption “Risk Factors” in
Karyopharm's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2018, which was filed with the SEC on August 7, 2018, and
in other filings that Karyopharm may make with the SEC in the
future. Any forward-looking statements contained in this press
release speak only as of the date hereof, and, except as required
by law, Karyopharm expressly disclaims any obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Contacts:
Karyopharm Therapeutics Inc.Ian KarpVice
President, Investor and Public Relations857-297-2241 |
ikarp@karyopharm.com
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