Securities Registration: Employee Benefit Plan (s-8)
February 24 2021 - 5:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 24, 2021
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)
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Delaware
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26-3931704
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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85 Wells Avenue, 2nd Floor
Newton, MA
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02459
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(Address of Principal Executive Offices)
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(Zip Code)
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2013 Stock Incentive Plan
(Full title of the plan)
Michael G. Kauffman
Chief Executive Officer
Karyopharm Therapeutics Inc.
85 Wells Avenue, 2nd Floor
Newton, MA 02459
(Name
and address of agent for service)
(617) 658-0600
(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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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1,939,393 shares
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$14.89 (2)
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$28,877,561.77 (2)
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$3,150.54
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(1)
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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.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrants Common Stock as reported on the Nasdaq Global Select Market on February 18, 2021.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed to register an additional 1,939,393 shares of Common Stock,
$0.0001 par value per share, of Karyopharm Therapeutics Inc. (the Registrant) issuable under the Registrants 2013 Stock Incentive Plan (the 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 Plan,
(ii) the Registration Statement on Form S-8, File No.
333-202742, filed by the Registrant with the SEC on March 13, 2015 relating to the Plan, (iii) 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 Plan, (iv) the Registration Statement on Form S-8, File No.
333-216732, filed by the Registrant with the SEC on March 16, 2017 relating to the Plan, (v) the Registration Statement on Form S-8, File No. 333-223675, filed by the Registrant with the SEC on March
15, 2018 relating to the Plan, (vi) 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 Plan and (vii) 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 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(1)
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Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrants Quarterly
Report on Form 10-Q (File No. 001-36167) filed with the SEC on August 7, 2019 and incorporated herein by reference.
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(2)
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Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrants Current
Report on Form 8-K (File No. 001-36167) filed with the SEC on December 17, 2020 and incorporated herein by reference.
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(3)
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Previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Registrants
Registration Statement on Form S-1, as amended (File No. 333-191584) filed with the SEC on October 28, 2013 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 24th day of February, 2021.
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KARYOPHARM THERAPEUTICS INC.
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By:
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/s/ Michael G. Kauffman
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Name: Michael G. Kauffman, M.D., Ph.D.
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Title: 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 Michael G. Kauffman, M.D., Ph.D.,
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.
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Signature
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Title
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Date
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/s/ Michael G. Kauffman
Michael G. Kauffman, M.D., Ph.D.
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Chief Executive Officer and Director (principal executive officer)
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February 24, 2021
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/s/ Michael Mason
Michael Mason
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Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
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February 24, 2021
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/s/ Garen G. Bohlin
Garen G. Bohlin
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Director
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February 24, 2021
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/s/ Mikael Dolsten
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Director
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February 24, 2021
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Mikael Dolsten, M.D., Ph.D.
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/s/ Barry E. Greene
Barry E. Greene
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Director
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February 24, 2021
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/s/ Mansoor Raza Mirza
Mansoor Raza Mirza, M.D.
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Director
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February 24, 2021
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/s/ Christy Oliger
Christy Oliger
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Director
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February 24, 2021
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/s/ Deepika R. Pakianathan
Deepika R. Pakianathan, Ph.D.
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Director
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February 24, 2021
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/s/ Richard Paulson
Richard Paulson
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Director
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February 24, 2021
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/s/ Chen Schor
Chen Schor
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Director
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February 24, 2021
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