Karyopharm Therapeutics Inc. entered into a Forbearance Agreement and Limited Waiver to Indentures on September 10, 2026, with its lenders and holders of outstanding convertible notes to provide additional time to advance its myelofibrosis program and pursue strategic alternatives.
The agreement is with the lenders under the Company’s Credit and Guaranty Agreement, dated May 8, 2024; holders of the 9.00% Convertible Senior Notes due 2028 and 2029; the investor representative under the 2019 Revenue Interest Financing Agreement; and Wilmington Savings Fund Society, FSB.
Under the terms, the Company did not pay a principal installment of approximately $15.8 million due under the Credit Agreement on September 10, 2026, and does not expect to pay cash interest due on September 30, 2026. Additionally, the Company did not make cash interest payments on the Notes on June 30, 2026.
The Forbearance Period is set to end on October 15, 2026, subject to extensions, bankruptcy events, or termination notices. If terminated, all overdue amounts become immediately due and payable, and the lenders may accelerate the debt. During the forbearance, obligations under the Credit Agreement will bear interest at a rate of 2.00% per annum above the applicable rate.
In connection with the agreement, the Company entered into a fee letter agreement to pay fees totaling $20.0 million. The Company elected to pay these fees in the form of 20,000 shares of newly issued 0% convertible perpetual preferred stock, with a liquidation preference of $1,000 per share.
The preferred stock is convertible into common stock at a price of $1.62 per share. Until holders of the common stock approve the issuance of the full number of shares, the total number of shares issuable upon conversion is limited to 19.99% of the total voting power of the outstanding common stock. The Company must obtain this approval by March 15, 2027.
