Business Context and Reporting Period
This Form 8-K, dated September 10, 2026, reports that Karyopharm Therapeutics Inc. (KPTI) has entered into a Forbearance Agreement with its lenders and noteholders. The filing addresses the company's failure to meet debt obligations and outlines a temporary arrangement to avoid immediate enforcement actions while the company pursues strategic alternatives or capital raises.
Key Financial Metrics and Debt Status
- Outstanding Term Loan: Approximately $129.0 million principal outstanding under the Credit Agreement as of September 10, 2026.
- Outstanding Convertible Notes: $15.6 million in 2028 Notes and $108.0 million in 2029 Notes (excluding post-June 30, 2026 interest).
- Unpaid Obligations:
- Missed principal installment of approximately $15.8 million due September 10, 2026.
- Missed cash interest payments on Notes due June 30, 2026 (approximately $2.8 million).
- Expected inability to pay cash interest due September 30, 2026.
- Future Royalty Obligations: Approximately $113.5 million under the Royalty Agreement.
- Liquidity Covenant: The company may not satisfy the $25.0 million minimum liquidity covenant required after October 10, 2026.
- Forbearance Consideration: $20.0 million in fees payable via the issuance of 20,000 shares of Convertible Preferred Stock.
Material Changes and Defaults
The company has triggered "Specified Defaults" under its Credit Agreement, Indentures, and Royalty Agreement due to non-payment of principal and interest. These defaults have not been waived; rather, creditors have agreed to forbear from exercising remedies for a limited period. Key changes include:
- Default Interest: Overdue term-loan obligations now bear an additional 2.00% per annum. Unpaid Note interest also accrues an additional 2.00% per annum.
- Equity Issuance: The company agreed to issue 0% convertible perpetual preferred stock to pay $20.0 million in fees to consenting parties. The conversion price is $1.62 per share of common stock.
- Liquidity Runway: Management expects current liquidity to fund operations only until October 15, 2026, absent additional funding.
Outlook, Risks, and Contingencies
Forbearance Period: The agreement is effective until the earliest of October 15, 2026, a bankruptcy filing, a material enforcement action, or a termination notice. Termination triggers immediate acceleration of all overdue amounts.
Going Concern Risk: The company explicitly states that without additional funding or strategic transactions extending its cash runway beyond October 15, 2026, it will be unable to continue as a going concern and may seek bankruptcy protection, liquidate assets, or cease operations.
Regulatory Contingency: The Forbearance Agreement may be terminated if the FDA refuses to accept the supplemental New Drug Application (sNDA) for selinexor in combination with ruxolitinib for myelofibrosis, or if the company withdraws the sNDA.
Preferred Stock Terms: The Convertible Preferred Stock has a liquidation preference of $1,000 per share. Conversion is capped at 19.99% of total voting power until shareholder consent is obtained by March 15, 2027. Excess conversion value is settled in cash.
Investor Verification Checklist
- Verify the exact date of the Forbearance Period expiration (currently October 15, 2026) and any potential extensions.
- Confirm the status of the sNDA filing for selinexor/ruxolitinib with the FDA, as rejection could trigger immediate default.
- Monitor the company's cash balance to ensure it remains above the $10.0 million threshold specified in the Forbearance Agreement.
- Review the certificate of designations for the Convertible Preferred Stock to confirm final terms and dilution impact.
- Assess the likelihood of the company securing additional equity financing or a strategic transaction before the October 15, 2026 deadline.