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What changed 10-Q

Item 5. Other Information

2025-11-03 compared with 2025-08-11 · 36 added, 14 removed, 27 unchanged (65% of the section changed)

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

3 unchanged sentences

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).

Side Letter Amendment to License Agreement, dated June 30, 2025, by and between Antengene Therapeutics Limited and the Registrant

During the third 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).

Indenture (including form of Note) with respect to the Company’s 9.00% Convertible Senior Notes due 2028, dated October 10, 2025,between the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Indenture (including form of Note) with respect to the Company’s 9.00% Convertible Senior Notes due 2029, dated October 10, 2025,between the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Form of Pre-Funded Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

First Amendment and Waiver to Credit and Guaranty Agreement, dated October 7, 2025, by and among the Company, as borrower, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent for the lenders party thereto and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Note Purchase Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Form of Exchange Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Form of Exchange Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Form of Exchange Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Sixth Amendment to the Revenue Interest Financing Agreement, dated October 7, 2025, by and among the Company and the investors party thereto, HealthCare Royalty Management, LLC as the investor representative, and HCR Karyopharm SPV, LLC, as the collateral agent (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Securities Purchase Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Form of Registration Rights Agreement, dated October 10, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Registration Rights Agreement, dated October 7, 2025, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No.

001-36167) filed with the SEC on October 14, 2025).

Third Amendment to Revenue Interest Financing Agreement, dated as of August 14, 2025 by and among Karyopharm Therapeutics Inc., Healthcare Royalty Partners III, L.P., Healthcare Royalty Partners IV, L.P., HCRX Investments Holdco, LLC, HCR Canary Fund, L.P., HCR Molag Fund, L.P., Healthcare Royalty Management, LLC and HCR Karyopharm SPV, LLC.

Fourth Amendment to Revenue Interest Financing Agreement, dated as of August 27, 2025 by and among Karyopharm Therapeutics Inc., Healthcare Royalty Partners III, L.P., Healthcare Royalty Partners IV, L.P., HCRX Investments Holdco, LLC, HCR Canary Fund, L.P., HCR Molag Fund, L.P., Healthcare Royalty Management, LLC and HCR Karyopharm SPV, LLC.

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)

4 to License Agreement, dated August 7, 2025, by and between the Registrant and Berlin-Chemie AG.

Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

8 unchanged sentences

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.

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.

August 11, 2025

November 3, 2025

/s/ Richard Paulson

2 unchanged sentences

(Principal executive officer)

August 11, 2025

November 3, 2025

/s/ Lori Macomber

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.