Karyopharm agrees debt and equity deals it says give $100 million of flexibility

The financing package

Karyopharm Therapeutics Inc. (Nasdaq: KPTI) said on October 8, 2025 that it had entered into financing and capital structure transactions that it expects to provide $100 million of financial flexibility and extend its cash runway into the second quarter of 2026. The deals were expected to close on or around October 10, 2025.

The company's existing senior lenders agreed to $67.5 million of flexibility and new capital. That total is made up of $27.5 million of new term loan borrowings and new convertible notes, $25 million of near-term deferrals of interest and royalty payments, and a $15 million temporary reduction in the minimum liquidity covenant. Deferrals and a covenant reduction bring in no new cash. The release names the New 2028 Notes and New 2029 Notes but gives no coupon, maturity or conversion price for either.

Holders of the convertible notes due 2029 agreed to exchange $15 million of those notes for newly issued common stock or pre-funded warrants. Holders of about $24.25 million of senior unsecured convertible notes due October 15, 2025 agreed to exchange them, with accrued interest, at a discount to par for stock or pre-funded warrants plus warrants.

Karyopharm also agreed to sell 1,487,917 shares of common stock and warrants for 1,317,771 shares, with an exercise price of $6.64 per share, in a private placement. The release puts gross proceeds at about $8.75 million before offering expenses. It says the company will use the proceeds for transaction expenses and general corporate purposes, including clinical trial activities.

The release does not name the senior lenders, the noteholders, any administrative or collateral agent, or the buyers in the private placement. Centerview Partners LLC and J. Wood Capital Advisors LLC acted as financial advisors to Karyopharm, and Sidley Austin LLP was its legal counsel on the transactions.

Dilution and the warrants

At closing, Karyopharm will issue 7,223,982 common shares, pre-funded warrants for 2,913,136 shares, and warrants for 5,918,358 shares at $6.64, a price the release describes as a 15% premium to the Nasdaq minimum price. It will also reduce the exercise price of warrants for 3,068,417 shares from $16.50 to $6.64.

The company expects 15,926,939 common shares outstanding afterward, assuming no exercise of those warrants and no conversion of notes. The count leaves out any shares those instruments could add.

The warrants from the private placement can be exercised up to the 30th day after the public announcement of top-line results from the XPORT-EC-042 trial in endometrial cancer, which the company expects in mid-2026.

Trials, sales and the going-concern warning

The release says myelofibrosis affects about 20,000 patients in the United States, and that the only approved class of treatments is JAK inhibitors. It also says more than 30% of patients on the most commonly prescribed JAK inhibitor will discontinue treatment due to anemia.

The pivotal trial is SENTRY, a Phase 3 study of selinexor with ruxolitinib against placebo with ruxolitinib in JAK-inhibitor-naive patients with platelet counts above 100 x 10 9/L. Patients are randomized 2 to 1. The co-primary endpoints are spleen volume reduction of 35% or more at week 24 and the average change in total symptom score over 24 weeks. Enrollment has been completed, and top-line data are on track for March 2026. The release reports no SENTRY results, so the efficacy question remains open until then.

The company's preliminary third-quarter figures are total revenue of $42 to $44 million, including license and royalty revenue, and U.S. XPOVIO net product revenue of about $32 million. It expects cash, cash equivalents, restricted cash and investments of about $46 million at September 30, 2025, before about $36 million of gross proceeds from the financing. The figures are preliminary and may change after the auditors' review.

The second Phase 3 study, XPORT-EC-042, tests selinexor as maintenance therapy in TP53 wild-type endometrial cancer against placebo. It is expected to enroll about 276 patients, and top-line data are expected in mid-2026.

The 10-K filed February 19, 2025 already listed going-concern risk. The October release repeats the point in its forward-looking statements, saying "substantial doubt exists regarding Karyopharm's ability to continue as a going concern."

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