As filed with the Securities and Exchange Commission on March 15, 2016
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)
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Delaware
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26-3931704
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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85 Wells Avenue, 2nd Floor
Newton, MA
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02459
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(Address of Principal Executive Offices)
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(Zip Code)
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2013 Stock Incentive Plan
2013 Employee Stock Purchase 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.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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1,761,597 shares(2)
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$7.59(3)
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$13,370,522(3)
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$1,347
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(1)
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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.
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(2)
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Consists of (i) 1,434,490 shares issuable under the 2013 Stock Incentive Plan and (ii) 327,107 shares issuable under the 2013 Employee Stock Purchase Plan.
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(3)
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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 9, 2016.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is being filed to register (a) an additional 1,434,490 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 “2013 Plan”) and (b) an additional 327,107 shares of Common Stock issuable under the Registrant’s 2013
Employee Stock Purchase Plan (together with the 2013 Plan, the “Plans”). 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 (the “SEC”) on March 21, 2014 relating to the Plans and the Registration Statement on Form S-8, File
No. 333-202742, filed by the Registrant with the SEC on March 13, 2015 relating to the 2013 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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 15
th
day of March, 2016.
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KARYOPHARM THERAPEUTICS INC.
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By:
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/s/ Michael G. Kauffman
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Name:
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Michael G. Kauffman, M.D., Ph.D.
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Title:
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Chief Executive Officer
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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.
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Signature
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Title
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Date
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/s/ Michael G. Kauffman
Michael G. Kauffman, M.D., Ph.D.
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Chief Executive Officer and Director (principal executive officer)
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March 15, 2016
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/s/ Justin A. Renz
Justin A. Renz
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Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
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March 15, 2016
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/s/ Garen G. Bohlin
Garen G. Bohlin
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Director
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March 15, 2016
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/s/ Mikael Dolsten
Mikael Dolsten, M.D., Ph.D.
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Director
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March 15, 2016
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/s/ J. Scott Garland
J. Scott Garland
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Director
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March 15, 2016
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/s/ Barry E. Greene
Barry E. Greene
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Director
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March 15, 2016
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/s/ Deepa R. Pakianathan
Deepa R. Pakianathan, Ph.D.
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Director
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March 15, 2016
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/s/ Mansoor Raza Mirza
Mansoor Raza Mirza, M.D.
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Director
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March 15, 2016
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/s/ Kenneth E. Weg
Kenneth E. Weg
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Director
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March 15, 2016
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INDEX TO EXHIBITS
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Number
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Description
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4.1(1)
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Restated Certificate of Incorporation of the Registrant
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4.2(2)
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Amended and Restated By-Laws of the Registrant
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5.1
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
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23.1
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5.1)
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23.2
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Consent of RSM US LLP
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23.3
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Consent of Ernst & Young LLP
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24.1
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Power of attorney (included on the signature pages of this registration statement)
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99.1(3)
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2013 Stock Incentive Plan
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99.2(4)
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2013 Employee Stock Purchase Plan
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(1)
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Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s 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.
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(2)
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Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant’s 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.
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(3)
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Previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Registrant’s 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.
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(4)
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Previously filed with the Securities and Exchange Commission as Exhibit 10.6 to the Registrant’s 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.
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Exhibit 5.1
+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com
March 15, 2016
Karyopharm Therapeutics Inc.
85 Wells Avenue, 2
nd
Floor
Newton, MA 02459
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Re:
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2013 Stock Incentive Plan
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2013 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have assisted in the preparation of a
Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating
to an aggregate of 1,761,597 shares of common stock, $0.0001 par value per share (the “Shares”), of Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2013 Stock Incentive Plan
and 2013 Employee Stock Purchase Plan (collectively, the “Plans”).
We have examined the Certificate of Incorporation and By-Laws of the
Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any
such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts and the General
Corporation Law of the State of Delaware.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while
the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be
inferred as to any other matters.
Karyopharm Therapeutics Inc.
March 15, 2016
Page 2
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when
the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission.
Very truly yours,
WILMER CUTLER
PICKERING
HALE AND DORR
LLP
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By:
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/s/ Jason L. Kropp
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Jason L. Kropp, a Partner
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