Item 5. Other Information
Item 5. Other Information .
(a) Amendment to License Agreement
On August 7, 2025, we entered into Amendment No. 4 (the “Amendment”) to our license agreement, dated December 17, 2022, as previously amended (the “Agreement”) with Berlin-Chemie AG, an affiliate of the Menarini Group (“Menarini”), pursuant to which we granted Menarini a non-exclusive license to, among other things, develop and commercialize selinexor for all human oncology indications in Europe (including the United Kingdom), Latin America, certain Middle East and Africa regions and other key countries.
Upon our request, under the terms of the Amendment, Menarini agreed to anticipate the payment, and to actualize the value, of the next sales performance milestone payment. Accordingly, Menarini will pay us a one-time cash payment of $4.24 million in lieu of our right to receive a $5.0 million payment from Menarini upon the achievement of a net sales performance milestone based on net sales within a calendar year.
We expect to file the Amendment as an exhibit to our Quarterly Report on Form 10-Q for the three months ended September 30, 2025.
(c) Director and Officer Trading Arrangements
A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other securities of our company, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.
Transactions in our securities by directors and officers are required to be made in accordance with our Insider Trading Policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
During the second quarter of 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
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Item 6. E xhibits.
10.1
Side Letter Amendment to License Agreement, dated June 30, 2025, by and between Antengene Therapeutics Limited and the Registrant
10.2*
Amendment No. 3 to the Karyopharm Therapeutics Inc. 2022 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-36167) filed with the SEC on April 14, 2025)
31.1
Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2
Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1
Certification of principal executive officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of principal financial officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
104
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
* Indicates a management contract or compensatory plan or arrangement.
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SIGNA TURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
KARYOPHARM THERAPEUTICS INC.
Date: August 11, 2025
By:
/s/ Richard Paulson
Richard Paulson
President and Chief Executive Officer
(Principal executive officer)
Date: August 11, 2025
By:
/s/ Lori Macomber
Lori Macomber
Executive Vice President, Chief Financial Officer and Treasurer
(Principal financial officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.