As filed with the Securities and Exchange Commission on March 13, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-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, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.0001 par value per share |
1,308,431 shares | $25.87(2) | $33,849,110(2) | $3,934 | ||||
| ||||||||
|
(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 Registrants Common Stock as reported on the NASDAQ Global Select Market on March 10, 2015. |
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed to register an additional 1,308,431 shares of Common Stock, $0.0001 par value per share, of Karyopharm Therapeutics Inc. (the Registrant) issuable under the Registrants 2013 Stock Incentive Plan (the Plan). Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of Registration Statement on Form S-8, File No. 333-194746 filed by the Registrant with the Securities and Exchange Commission on March 21, 2014 relating to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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SIGNATURES
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 Form S-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 13th day of March, 2015.
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 Justin A. Renz, 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 Form S-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 13, 2015 | ||
/s/ Justin A. Renz Justin A. Renz |
Executive Vice President and Chief Financial Officer (principal financial and accounting officer) | March 13, 2015 | ||
/s/ Garen G. Bohlin Garen G. Bohlin |
Director | March 13, 2015 | ||
/s/ J. Scott Garland J. Scott Garland |
Director | March 13, 2015 | ||
/s/ Barry E. Greene Barry E. Greene |
Director | March 13, 2015 | ||
/s/ Deepa R. Pakianathan Deepa R. Pakianathan, Ph.D. |
Director | March 13, 2015 | ||
/s/ Mansoor Raza Mirza Mansoor Raza Mirza, M.D. |
Director | March 13, 2015 | ||
/s/ Kenneth E. Weg Kenneth E. Weg |
Director | March 13, 2015 |
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INDEX TO EXHIBITS
Number |
Description | |
4.1(1) | Restated Certificate of Incorporation of the Registrant | |
4.2(1) | Amended and Restated By-Laws of the Registrant | |
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant | |
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
23.2 | Consent of McGladrey LLP | |
23.3 | Consent of Ernst & Young LLP | |
24.1 | Power of attorney (included on the signature pages of this registration statement) | |
99.1(2) | 2013 Stock Incentive Plan |
(1) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Current Report on Form 8-K (File No. 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 an Exhibit to the Registrants Registration Statement on Form S-1, as amended (File No. 333-191584) filed with the Securities and Exchange Commission on October 28, 2013 and incorporated herein by reference. |