As filed with the Securities and Exchange Commission on March 15, 2018
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Karyopharm Therapeutics Inc.
(Exact name of registrant as specified in its charter)
Delaware | 26-3931704 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
85 Wells Avenue, 2nd Floor Newton, MA | 02459 | |
(Address of Principal Executive Offices) | (Zip Code) |
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, anon-accelerated filer, 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 Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
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 | Amount to be | Proposed Maximum Offering Price Per Share | Proposed Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.0001 par value per share | 1,939,393 shares | $16.12(2) | $31,263,016(2) | $3,893 | ||||
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(1) | 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. |
(2) | 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 Registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 8, 2018. |
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on FormS-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 Registrant’s 2013 Stock Incentive Plan (the “Plan”). Pursuant to General Instruction E to FormS-8, except as otherwise set forth below, this Registration Statement onForm S-8 incorporates by reference the contents of (i) the Registration Statement on FormS-8, FileNo. 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 onForm S-8, FileNo. 333-202742, filed by the Registrant with the SEC on March 13, 2015 relating to the Plan, (iii) the Registration Statement on FormS-8, FileNo. 333-210221, filed by the Registrant with the SEC on March 15, 2016 relating to the Plan and (iv) the Registration Statement on FormS-8, FileNo. 333-216732, filed by the Registrant with the SEC on March 16, 2017 relating to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
(1) | Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s Current Report on Form8-K (FileNo. 001-36167) filed with the Securities and Exchange Commission on November 18, 2013 and incorporated herein by reference. |
(2) | Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant’s Current Report on Form8-K (FileNo. 001-36167) filed with the Securities and Exchange Commission on November 18, 2013 and incorporated herein by reference. |
(3) | Previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Registrant’s Registration Statement on FormS-1, as amended (FileNo. 333-191584) filed with the Securities and Exchange Commission on October 28, 2013 and incorporated herein by reference. |
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 FormS-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 15th day of March, 2018.
KARYOPHARM THERAPEUTICS INC. | ||
By: | /s/ Michael G. Kauffman | |
Name: | Michael G. Kauffman, M.D., Ph.D. | |
Title: | Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Karyopharm Therapeutics Inc., hereby severally constitute and appoint Michael G. Kauffman and Michael F. Falvey, 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 FormS-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.
Signature | Title | Date | ||
/s/ Michael G. Kauffman Michael G. Kauffman, M.D., Ph.D. | Chief Executive Officer and Director (principal executive officer) | March 15, 2018 | ||
/s/ Michael F. Falvey Michael F. Falvey | Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) | March 15, 2018 | ||
/s/ Garen G. Bohlin Garen G. Bohlin | Director | March 15, 2018 | ||
/s/ Mikael Dolsten Mikael Dolsten, M.D., Ph.D. | Director | March 15, 2018 | ||
/s/ J. Scott Garland J. Scott Garland | Director | March 15, 2018 | ||
/s/ Barry E. Greene Barry E. Greene | Director | March 15, 2018 |
/s/ Deepika R. Pakianathan Deepika R. Pakianathan, Ph.D. | Director | March 15, 2018 | ||
/s/ Mansoor Raza Mirza Mansoor Raza Mirza, M.D. | Director | March 15, 2018 | ||
/s/ Kenneth E. Weg Kenneth E. Weg | Director | March 15, 2018 |