UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Karyopharm Therapeutics Inc.
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
Options to Purchase Common Stock, par value $0.0001 per share
(Title of Class of Securities)
48576U106
(CUSIP Number of Class of Securities)
Richard Paulson
President and Chief Executive Officer
Karyopharm Therapeutics Inc.
85 Wells Avenue, 2nd Floor
Newton, MA 02459
(617) 658-0600
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
Jason L. Kropp Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 (617) 526-6000 |
Michael Mano Senior Vice President and General Counsel Karyopharm Therapeutics Inc. 85 Wells Avenue, 2nd Floor Newton, MA 02459 (617) 658-0600 |
CALCULATION OF FILING FEE
Transaction Value (1) | Amount of Filing Fee (2) | |
N/A | N/A | |
* | Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
☐ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: Not applicable. | Filing Party: Not applicable. | |
Form or Registration No.: Not applicable. | Date Filed: Not applicable. |
☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-1. |
☒ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Attached is (1) the preliminary proxy statement for the Annual Meeting of Stockholders of Karyopharm Therapeutics Inc., a Delaware corporation (the Company), to be held on May 29, 2024 (the Preliminary Proxy Statement), which contains a proposal to be submitted to the Companys stockholders to approve a stock option exchange program that would allow certain U.S. employees who are not executive officers to exchange out-of-the-money or underwater stock options, meaning outstanding stock options that have an exercise price that is greater than the market price for the Companys common stock, for a number of newly issued restricted stock units that is less than the number of options exchanged based on specified exchange ratios, and with other terms as described in the Preliminary Proxy Statement (the Option Exchange Program); and (2) a communication (the Employee Communication) sent by the Companys Chief Human Resources Officer, on April 8, 2024 to Company employees regarding the potential Option Exchange Program.
Neither the Preliminary Proxy Statement nor Employee Communication constitute an offer to holders of the Companys outstanding stock options to exchange those options. The Option Exchange Program will only be implemented, if at all, if the Companys stockholders first approve the Option Exchange Program.
The Option Exchange Program has not yet commenced. Even if stockholder approval is obtained, the Company may decide not to implement the Option Exchange Program. The Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the SEC) if and when the Option Exchange Program commences. Option holders should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important information about the Option Exchange Program.
The Companys stockholders and option holders will be able to obtain the written materials described above and the other documents filed by the Company with the SEC free of charge from the SECs website at www.sec.gov or by directing a written request to: Corporate Secretary, at 85 Wells Avenue, Newton, Massachusetts 02459.
Item 12. Exhibits.
Exhibit 99.2
To: |
All Karyopharm U.S. employees | |
From: |
Lisa DiPaolo | |
Subject: |
Proposal for a one-time Karyopharm stock option exchange |
All,
At Karyopharm, we are always looking for new ways to reward our people and ensure that we have competitive rewards packages to help attract, motivate, and retain our employees.
I am pleased to share that our Board of Directors has approved a voluntary one-time Karyopharm stock option exchange program, subject to stockholder approval. This afternoon we filed a preliminary proxy statement with the Securities and Exchange Commission to request stockholder approval for this stock option exchange program at our annual meeting of stockholders to be held May 29, 2024.
If this program is approved by stockholders and ultimately implemented, it would provide U.S. employees, other than executive officers, the opportunity to exchange underwater stock options (i.e., outstanding stock options that have an exercise price that is greater than the current market price for our stock) for a fewer number of restricted stock units (RSUs). The replacement RSUs would be subject to a new vesting schedule.
Long-term equity incentive compensation is a critical part of Karyopharms total rewards package. We provide equity-based compensation to our employees through new hire grants, annual grants, and the Employee Stock Purchase Plan (ESPP), which we feel can reward our employees and provide them with real ownership in the company in order to allow them to share in Karyopharms growth as well as to create a strong alignment with our stockholders.
We know you may have many questions about this program and what it means for you. Please know that if the stockholders approve the option exchange program and we implement it, we will provide detailed information on the program, including live training sessions and tools to help you determine if the program is right for you. This type of program takes time and many steps, and we will do our very best to keep you informed along the way. Until the option exchange offering period begins, there is nothing for you to do.
Thank you,
Lisa
This email is not an offer to exchange any options. The option exchange has not yet commenced, and there can be no assurance that it will be implemented even if it is approved by Karyopharm stockholders. Karyopharm will file a Tender Offer Statement on Schedule TO with the SEC if and when the option exchange commences. If Karyopharm commences the option exchange, we will provide employees who are eligible to participate in the exchange program with written materials explaining the precise terms and timing of the program. You should read these materials carefully when they become available, because they will contain important information about the option exchange. You will also be able to obtain the tender offer statement and other documents filed by Karyopharm with the SEC free of charge from the SECs website at www.sec.gov.