Karyopharm Therapeutics Enters Forbearance Agreement; Issues Convertible Preferred Fee

What Happened

• On September 10, 2026 Karyopharm Therapeutics (KPTI) entered a Forbearance Agreement with its lenders, holders of its 9.00% convertible notes due 2028 and 2029, and the investor representative under its royalty financing. The company missed a term‑loan principal installment of approximately $15.8 million due September 10, 2026, did not make cash interest payments on the Notes on June 30, 2026, and does not expect to pay cash interest due September 30, 2026.
• The Consenting Parties agreed to forbear from exercising remedies for those specific defaults through the Forbearance Period, which ends at the earliest of October 15, 2026 (subject to extension) or certain events (e.g., bankruptcy, creditor enforcement actions, consolidated liquidity falling below $10.0 million, or the FDA refusing to accept the company’s sNDA for selinexor plus ruxolitinib). The Forbearance Agreement does not waive the defaults or extend payment deadlines.
• As consideration for the forbearance, Karyopharm agreed to pay aggregate fees of $20.0 million. The company elected to pay that fee by issuing 20,000 shares of a newly created 0% convertible perpetual preferred stock (expected issuance September 17, 2026) with a $1,000 liquidation preference and a conversion price of $1.62 per common share, subject to shareholder approval limits and customary adjustments. Additional interest and penalties apply to unpaid debt amounts (additional 2.00% per annum on certain defaults).

Key Details

• Missed payments: ~ $15.8M term‑loan principal installment due Sep 10, 2026; unpaid Notes interest from Jun 30, 2026; expected non‑payment of Sep 30, 2026 interest.
• Forbearance Consideration: $20.0M fee paid as 20,000 shares of 0% convertible perpetual preferred stock ($1,000 per share); conversion price $1.62/share; issuance expected Sep 17, 2026.
• Forbearance window and triggers: Forbearance Period ends earliest on Oct 15, 2026 (may be extended) or earlier on bankruptcy, creditor enforcement, liquidity < $10.0M, FDA refusal to accept the sNDA, or other specified events.
• Interest/penalties: Obligations under the Credit Agreement will bear an additional 2.00% per annum above the otherwise applicable rate for certain unpaid amounts; defaulted note amounts also accrue an additional 2.00% per annum (Notes Forbearance Rate).

Why It Matters

• The agreement delays immediate creditor enforcement but confirms material financial stress: Karyopharm missed required payments and has negotiated only a short forbearance window (through Oct 15, 2026 unless extended). The company says its current liquidity is sufficient to fund operations only through Oct 15, 2026 if the Forbearance Agreement remains in effect.
• The $20M fee paid in convertible preferred stock introduces potential equity dilution (conversion at $1.62 per share, with conversion mechanics and limits dependent on shareholder consent) and creates new senior preference in liquidation. If the company cannot secure additional funding, extend forbearance, complete a strategic transaction, or obtain FDA progress on the sNDA, it may be unable to continue as a going concern and could consider bankruptcy, asset sales, or cessation of operations.
• Investors should note the concrete near‑term dates (Oct 15, 2026 for the forbearance end and Mar 15, 2027 consent deadline for full conversion issuance) and the specific financial penalties and covenants cited in the filing. For full terms and risks, see the Forbearance Agreement and Fee Letter filed as exhibits.