Karyopharm closes recapitalization with 9.00% convertible notes and $12.5 million loan draw

Karyopharm Therapeutics Inc. closed a series of financing transactions on October 10, 2025 with its term loan lenders, holders of its convertible notes and other investors. The company reported the closing in a Form 8-K filed October 14, 2025, which says the transactions were first announced on October 8, 2025.

New borrowing and the waiver

The company borrowed $12.5 million under its credit and guaranty agreement, as amended by a First Amendment and Waiver dated October 7, 2025. The original agreement is dated May 8, 2024, and Wilmington Savings Fund Society, FSB, known as WSFS, is administrative agent and collateral agent. In the amendment, Karyopharm acknowledges that certain defaults, which the amendment calls the Specified Defaults, have occurred and are continuing. The lenders waive those defaults and any claim to the higher default-rate interest on them.

The waiver is one-time and limited to the Specified Defaults. The lenders say they have no obligation to grant further waivers. They also agreed that the transactions do not count as a change of control. The new First Amendment Loans carry the same terms as the existing loans, are secured by the same collateral and rank equally with them.

The notes and the exchanges

Karyopharm issued $15.0 million of 9.00% convertible senior notes due 2028 and $103.5 million of 9.00% senior secured convertible notes due 2029. The 2028 notes were sold in a private placement under a note purchase agreement dated October 7, 2025, to institutional accredited investors that are also qualified institutional buyers. They can convert into common stock or pre-funded warrants, and they are secured by a second-priority lien behind the first-priority liens tied to the term loan.

The purchase agreement describes a wider recapitalization. It exchanges $100.978 million of outstanding 6.00% convertible senior notes due 2029, and warrants originally issued May 13, 2024, for new 9.00% notes due 2029 and new warrants. It exchanges $24.25 million of 3.00% convertible senior notes due 2025 for stock and new warrants, and $15.0 million of the 6.00% notes due 2029 for stock. The agreement also covers a sixth amendment to the revenue interest financing agreement dated September 14, 2019, and fees payable in warrants, cash, stock or pre-funded warrants.

The 8-K does not say how much of the $103.5 million of 2029 notes replaces old notes and how much is new money. Under the intercreditor terms in the note purchase agreement, the 2028 notes have priority over the exchange notes in any enforcement or distressed disposal. As of October 14, 2025, the company had 15,926,939 shares of common stock outstanding, a count that excludes warrants, pre-funded warrants and any conversion of the new notes.

Who is named and what is missing

WSFS is trustee and collateral agent under both indentures, each dated October 10, 2025. HealthCare Royalty Management, LLC is investor representative under the revenue interest amendment, and HCR Karyopharm SPV, LLC is its collateral agent. The 8-K names no placement agent or underwriter for the notes. The amendment refers to opinions from Sidley Austin LLP as counsel for the company. The purchase agreement lists the note purchasers in an exhibit, and describes them as funds and accounts.

Michael Mano, senior vice president, general counsel and secretary, signed the 8-K. The 8-K gives no cash balance, no total debt figure and no net loss, so the new borrowing and notes cannot be weighed against the company's cash from these filings. The amendment's acknowledgment that defaults were continuing when the new loans were made is the clearest signal in the filing about the company's position under its existing loan. The company's annual report filed February 19, 2025 lists among its risks that it may not be able to continue as a going concern and may not be able to satisfy its indebtedness on a timely basis or at all.

Report an error

Companies in this story

KPTIKaryopharm Therapeutics Inc.NASDAQ · United StatesOpen the starter desk