Karyopharm Therapeutics Announces Pricing of $150 Million of Convertible Senior Notes
October 11 2018 - 7:00AM
Karyopharm Therapeutics Inc. (Nasdaq:KPTI), a clinical-stage
pharmaceutical company, today announced the pricing of $150 million
aggregate principal amount of its 3.00% convertible senior notes
due 2025 (the “Notes”). The Notes will be sold 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 granted 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 offering is expected to close on or about October 16, 2018,
subject to satisfaction of customary closing conditions.
The Notes will be unsecured, senior obligations of Karyopharm,
and will bear interest at a rate of 3.00% per annum, 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 at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date.
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 conversion rate for the Notes will
initially be 63.0731 shares of Karyopharm’s common stock per $1,000
principal amount of Notes, which is equivalent to an initial
conversion price of approximately $15.85 per share. This represents
a premium of approximately 27.5% over the last reported sale price
of $12.435 per share of Karyopharm’s common stock on The Nasdaq
Global Select Market on October 10, 2018. The conversion rate will
be subject to adjustment upon the occurrence of certain events.
Karyopharm estimates that the net proceeds from
the sale of the Notes will be approximately $145.1 million (or
approximately $167.0 million if the initial purchasers exercise
their option to purchase additional Notes in full), after deducting
the initial purchasers’ discounts and commissions and estimated
offering expenses payable by Karyopharm. 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 the estimated net proceeds of the offering, the
anticipated use of such net proceeds and the timing of the
completion of the sale 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; and the satisfaction of closing conditions
related to the sale of the Notes. 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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