SEC Form 8-K filed by Karyopharm Therapeutics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 30, 2025, Karyopharm Therapeutics Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The following is a summary of the matters voted on at the Special Meeting.
| 1. | The Company’s stockholders adopted and approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Share Increase Amendment”), to increase the number of authorized shares of the Company’s capital stock from 405,000,000 to 805,000,000 and the number of authorized shares of the Company’s common stock from 400,000,000 to 800,000,000 (the “Authorized Shares Proposal”). The results of the stockholders’ vote with respect to such adoption and approval were as follows: |
| Votes For | Votes Against | Votes Abstaining | ||
| 71,618,709 |
23,360,588 |
346,808 |
The Company filed a Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on January 30, 2025 to effect the Share Increase Amendment.
| 2. | The Company’s stockholders adopted and approved an amendment to the Company’s Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued shares of common stock at a ratio within the range of not less than 1-for-5 and not greater than 1-for-15, and a proportionate reduction in the number of authorized shares of common stock, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Company’s board of directors (the “Board”), without further approval or authorization of the Company’s stockholders (the “Reverse Split Proposal”). The results of the stockholders’ vote with respect to such adoption and approval were as follows: |
| Votes For | Votes Against | Votes Abstaining | ||
| 74,797,840 |
20,047,317 |
480,948 |
As a result of the stockholders’ adoption and approval of the Reverse Split Proposal, the Board is authorized in its sole discretion to effect a reverse stock split at a ratio within the range of 1-for-5 to 1-for-15 (the “Reverse Stock Split”) if the Board decides that the Reverse Stock Split would be in the best interests of the Company and its stockholders. In determining whether to proceed with the Reverse Stock Split and setting the appropriate ratio for the Reverse Stock Split, the Board may consider a number of factors, including the then-prevailing and expected market prices and trading volume of the Company’s common stock and the anticipated or actual impact of the Reverse Stock Split on the market prices and trading volume of the Company’s common stock. The Company intends to announce the Board’s decision regarding the Reverse Stock Split no later than February 28, 2025.
| 3. | The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation of proxies in the event that there are insufficient votes for the adoption and approval of the Authorized Shares Proposal or the Reverse Split Proposal. The results of the stockholders’ vote with respect to such approval were as follows: |
| Votes For | Votes Against | Votes Abstaining | ||
| 86,294,275 |
8,383,548 |
648,282 |
Adjournment of the Special Meeting was deemed unnecessary because there was a quorum present and there were sufficient votes to adopt and approve the Authorized Shares Proposal and the Reverse Split Proposal at the Special Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KARYOPHARM THERAPEUTICS INC. | ||||
| Date: January 30, 2025 | By: |
/s/ Michael Mano | ||
| Michael Mano | ||||
| Senior Vice President, General Counsel and Secretary | ||||