Karyopharm Therapeutics - Chapter 11 Case Summary

Karyopharm Therapeutics filed for Chapter 11 after missing payments on its term loan and second-lien notes, part of approximately $390 million of secured funded debt. The company attributes its distress to revenue that never covered its operations, research and debt service, and to 2026 Phase 3 readouts that fell short of expectations. It is pursuing a prepackaged plan to combine with Ayrmid, the parent of Gamida Cell, under which its funded-debt creditors would receive a majority of the combined company's equity, subject to a court-supervised market test. The plan has the support of all its funded-debt creditors, and the cases would be funded by a proposed DIP facility of up to $110 million from its first lien lenders, including $55 million of new money.

Business Description

Karyopharm Therapeutics Inc. (Nasdaq: KPTI) ("Karyopharm") is based in Newton, Massachusetts. Together with its debtor affiliate KPT Texas LLC (collectively, the "Debtors" or the "Company"), it is a commercial-stage pharmaceutical company that develops and sells therapies for blood cancers and solid tumors. Its lead product is XPOVIO (selinexor) ("XPOVIO"). The U.S. Food and Drug Administration (the "FDA") has approved XPOVIO in two multiple myeloma indications, and the Company sells it in the United States. XPOVIO is also approved in more than 50 countries and territories outside the United States, where licensing partners sell it. The Company reported total revenue of $146.1 million in 2025, including approximately $114.9 million of U.S. XPOVIO net product revenue.

The Company is also seeking FDA approval of selinexor, combined with ruxolitinib, for previously untreated myelofibrosis. The first day declaration describes that approval as the principal driver of the value of the business. The Debtors filed Chapter 11 to implement a prepackaged plan (the "Prepackaged Plan"). Under it, the Company's business would be combined with that of Ayrmid Ltd. ("Ayrmid"), the parent of commercial-stage cell therapy company Gamida Cell Inc. The Company's funded-debt creditors would receive a majority of the combined company's equity plus contingent rights tied to myelofibrosis sales. The deal remains subject to a court-supervised market test for higher or otherwise better bids.

Corporate History

Karyopharm was incorporated in Delaware on December 22, 2008. XPOVIO received its initial FDA approval in July 2019. In Europe and certain other markets the drug is sold as NEXPOVIO. The European Commission granted it conditional marketing authorization on March 29, 2021, and the UK's Medicines and Healthcare products Regulatory Agency did so on May 26, 2021. Both were converted to full authorizations, in July 2022 and February 2023 respectively. International sales run through partners including Menarini, Antengene, Neopharm and FORUS.

Karyopharm has one U.S. subsidiary, KPT Texas LLC, a Texas entity and the only other Debtor. It also has one foreign subsidiary, Karyopharm Europe GmbH, a German non-debtor. That subsidiary is in voluntary dissolution, and the Debtors no longer transact with it.

Karyopharm had approximately 22.7 million common shares outstanding at the petition date. Its other equity includes:

warrants and pre-funded warrants issued with its May 2024 and October 2025 debt restructurings and its March 2026 private placement;
stock options, restricted stock units and performance stock units under its equity incentive plans; and
0% Series A convertible perpetual preferred stock (the "Convertible Preferred Stock"), issued in September 2026 to certain funded-debt creditors as forbearance consideration.

Operations Overview

The Company has approximately 192 employees. All full-time employees are salaried and none is represented by a union. Employees work remotely across the United States and overseas, or at the leased Newton, Massachusetts headquarters. They are supplemented by 34 independent contractors: about 22 placed through Beacon Hill Staffing Group, LLC, the Company's managed service provider, and about 12 engaged directly. The Company relies on domestic and international vendors to run its clinical trials, develop new drugs, and manufacture and deliver its products.

XPOVIO

XPOVIO is an oral drug that binds to and blocks exportin 1 ("XPO1"), a protein that carries other proteins out of the cell nucleus. Blocking it causes tumor suppressor proteins to build up in the nucleus. According to the Declaration, this is believed to lead to the selective death of cancer cells while largely sparing normal cells.

In the United States, XPOVIO is approved for two uses:

with bortezomib and dexamethasone, for adults with multiple myeloma who have received at least one prior therapy; and
with dexamethasone, for adults with relapsed or refractory multiple myeloma who have received at least four prior therapies. Their disease must be refractory to at least two proteasome inhibitors, at least two immunomodulatory agents and an anti-CD38 monoclonal antibody.

In the United States the Company ships XPOVIO to specialty pharmacies and specialty distributors. Specialty pharmacies dispense it directly to patients. Specialty distributors resell it to healthcare entities, which in turn dispense it to patients.

Myelofibrosis Program

Myelofibrosis is a rare blood cancer affecting roughly 20,000 U.S. patients. The bone marrow becomes scarred, the spleen enlarges, and patients become anemic or symptomatic. The only approved drug class for it is JAK inhibitors, such as ruxolitinib. The FDA has granted XPOVIO orphan drug designation for myelofibrosis.

The Company's pivotal myelofibrosis trial is SENTRY (XPORT-MF-034) ("SENTRY"). It enrolled 353 patients who had not previously received a JAK inhibitor. Patients were randomized two-to-one to once-weekly selinexor plus ruxolitinib or to placebo plus ruxolitinib. The trial had two co-primary endpoints measured at week 24:

a reduction in spleen volume of at least 35%; and
the average change in a patient-reported total symptom score.

Topline results announced on March 24, 2026 met the spleen endpoint: 49.8% of combination patients reached it, versus 28.0% on ruxolitinib alone (p<0.0001). The trial missed the symptom endpoint, where improvement was comparable in both arms and the difference was not statistically significant.

On August 31, 2026, the Company submitted a supplemental New Drug Application (the "sNDA") seeking accelerated approval of selinexor plus ruxolitinib for myelofibrosis. It also requested Priority Review, which would provide a six-month review period if granted. The FDA's 60-day filing review period ended on October 27, 2026 without a refuse-to-file letter. The Company expects to hear on or about November 10, 2026 whether the FDA has accepted the filing and, if so, the review timeline. According to the Declaration, approval would make selinexor plus ruxolitinib the first combination regimen approved for myelofibrosis. The Company is also testing selinexor alone in the Phase 2 SENTRY-2 trial, with topline data from the 60 mg cohort expected at a medical congress in the second half of 2026.

Multiple Myeloma and Earlier-Stage Programs

XPORT-MM-031 (EMN29) is a Phase 3 trial run with the European Myeloma Network. It tests an all-oral combination of selinexor, pomalidomide and dexamethasone in previously treated multiple myeloma patients whose most recent therapy was an anti-CD38 antibody. Enrollment is complete, and topline data are expected in the second half of 2026; they had not been announced as of the petition date. The Company is also developing eltanexor (KPT-8602), an investigational second XPO1 inhibitor. The Declaration characterizes eltanexor as a potential second-generation compound, based on preclinical data.

Prepetition Obligations

As of the petition date, the Debtors had approximately $390 million of funded debt obligations, all secured. The debt consists of three instruments:

a first lien term loan facility (the "First Lien Term Loan Facility");
two series of second-lien convertible notes (the "2028 Notes" and the "2029 Notes," together the "2L Notes"); and
a revenue interest financing agreement (the "Royalty Agreement").

Wilmington Savings Fund Society, FSB ("WSFS") is administrative and collateral agent on the term loan, and trustee and collateral trustee on both note series.

Instrument	Key Terms	Maturity	Lien Priority	Outstanding (approx., Nov. 1, 2026)	Debtors' Stipulated Amount (not less than)
First Lien Term Loan Facility	Senior secured term loan	May 2028	First	$146 million	$128,981,939 principal
2028 Notes	9.00% convertible senior notes; $6.64 conversion price	October 15, 2028	Second; first claim on shared 2L proceeds	$16 million	$15,648,085 principal, incl. capitalized interest
2029 Notes	9.00% convertible senior notes; $22.50 conversion price	May 13, 2029	Second; paid after 2028 Notes	$114 million	$107,974,339 principal, incl. capitalized interest
Royalty Agreement	8.0% of net revenues; $263.3 million payment cap	September 26, 2035	Second; shares proceeds with 2L Notes	$114 million	$113,536,880
Total				$390 million

Development of the Capital Structure

The structure goes back to October 2018. The Company then issued $172.5 million of 3.00% convertible senior notes due October 15, 2025 (the "2025 Notes"), in two tranches: $150.0 million on October 16 and $22.5 million on October 29.

In September 2019, Karyopharm entered into the Royalty Agreement with investors whose representative is HealthCare Royalty Management, LLC ("HCRx"; together with the investors, the "Royalty Investors"). It received $75.0 million for a revenue interest in XPOVIO. An omnibus amendment in June 2021 added $60.0 million.

In May 2024, the Company refinanced. It entered into a $100.0 million senior secured term loan. It exchanged $148.0 million of 2025 Notes for approximately $116.0 million of new 6.00% second-lien convertible notes due 2029 (the "Original 2029 Notes") plus warrants. It also amended the Royalty Agreement, reducing amounts owed by paying the Royalty Investors $49.5 million in cash and giving them a $15.0 million term loan and $5.0 million of Original 2029 Notes. A further round of exchanges in October 2025 retired the remaining 2025 Notes and all Original 2029 Notes and left every funded-debt instrument secured.

First Lien Term Loan Facility

Karyopharm is the borrower, and KPT Texas LLC a guarantor, under a Credit and Guaranty Agreement dated May 8, 2024. The agreement provided an initial $100.0 million term loan. The lenders funded an additional $12.5 million in October 2025 under a first amendment and waiver, and a second amendment followed on February 27, 2026. The facility is secured by first-priority liens on substantially all of the Company's assets.

The original term lenders were certain holders of the 2025 Notes and entities managed by HCRx. The HCRx-managed loans were assigned to an affiliate of KKR & Co. Inc. ("KKR") when KKR acquired a majority interest in HCRx in July 2025.

2L Notes

Karyopharm issued the 2028 Notes ($15.0 million) and the 2029 Notes (approximately $103.5 million) in October 2025 under separate indentures, and KPT Texas LLC guarantees both. Both series bear 9.00% interest. That interest was paid in kind ("PIK", meaning added to principal) quarterly through March 31, 2026, and is payable in cash quarterly after that. Holders can convert the notes into common stock or pre-funded warrants at their option.

The notes share second-priority liens on the term loan collateral, held by WSFS as collateral trustee. Under a collateral trust agreement, proceeds of the shared collateral go first to the 2028 Notes until paid in full, then to the 2029 Notes.

Royalty Agreement

Under the Royalty Agreement, dated September 14, 2019, the Royalty Investors receive quarterly payments based on the net revenues of XPOVIO and the Company's other products. Those revenues include worldwide net product sales and upfront, milestone and royalty payments the Company receives from partners. Total payments are capped at $263.3 million (the "Payment Cap"). The agreement ends when the Royalty Investors have received the Payment Cap or at its September 26, 2035 legal maturity, whichever comes first. At maturity, any shortfall below a specified minimum return becomes payable.

A change of control or an event of default requires the Company to pay the Payment Cap less prior payments. Events of default include failure to pay the Royalty Investors, insolvency, and a payment default or acceleration under other debt. The Company had paid $149.8 million through September 30, 2026, and the remaining balance up to the Payment Cap is now due and payable in full. The Royalty Investors' interests were assigned to a KKR affiliate in connection with KKR's July 2025 acquisition of HCRx. HCR Karyopharm SPV, LLC is collateral agent.

Lien Priority

An amended and restated intercreditor agreement dated October 10, 2025 sets the lien priorities among the three creditor groups and how collateral proceeds are allocated. Under it:

the 2L Notes' liens are junior to the term loan's liens and pari passu with the royalty liens; and
the Royalty Agreement obligations are junior to the term loan and share collateral proceeds with the 2L Notes under the agreement's waterfall.

The Declaration describes the royalty liens as covering substantially all of the Company's assets. The proposed interim DIP order instead limits them to collateral as defined in the Royalty Agreement, and gives the 2L Notes the only second-priority lien on all other collateral.

Events Leading to Bankruptcy

The Declaration attributes the filing to two causes. First, the business never generated enough revenue to fund its operations, research and development programs and debt service, so its access to capital depended on clinical progress. Second, the two Phase 3 readouts of 2026 fell short of expectations.

For the six months ended June 30, 2026, the Company reported a loss from operations of approximately $49.3 million and interest expense of approximately $25.7 million. Its accumulated deficit stood at approximately $1.8 billion. Entering 2026, it expected SENTRY topline data in March and data from a Phase 3 endometrial cancer trial in mid-2026. It disclosed that its approximately $64 million of cash, cash equivalents, restricted cash and investments at December 31, 2025 would fund operations only into the second quarter of 2026.

The Fall 2025 Transactions

Entering the second half of 2025, the Company faced several obligations while it awaited the SENTRY readout:

the October 15, 2025 maturity of its 2025 Notes;
third-quarter cash interest on the term loan and the Original 2029 Notes;
a quarterly royalty payment; and
a minimum liquidity covenant the Declaration describes as leaving little margin for error.

With its then-advisors, the Company chose a negotiated package with its existing capital providers plus a modest equity raise, rather than a stand-alone capital raise on the terms then available. The Company and the Royalty Investors first amended the Royalty Agreement on August 14 and August 27, 2025, deferring the royalty payment due August 15 to August 29 and then to September 30. On September 30, 2025, the requisite term lenders, holders of 100% of the Original 2029 Notes and the royalty investor representative agreed to forbear through October 15, 2025 from remedies over the unpaid September 30 interest and royalty payments.

The Company closed the exchange, new-money and amendment transactions on October 10, 2025:

Incremental term loans — The term lenders funded an additional $12.5 million and waived then-existing defaults.
2029 Notes exchange — $101.0 million of Original 2029 Notes, with their May 2024 warrants, were exchanged for $103.5 million of 2029 Notes and new warrants. The remaining $15.0 million of Original 2029 Notes was exchanged for common stock and pre-funded warrants.
New 2028 Notes — The Company issued $15.0 million of 2028 Notes for cash.
2025 Notes equitization — $24.3 million of 2025 Notes, substantially all then outstanding, was exchanged for common stock and warrants. The remaining $0.3 million was repaid at maturity.
Covenant and payment relief — The minimum liquidity covenant was temporarily reduced by $15.0 million. Cash interest on the term loan and the 2L Notes was converted to PIK through mid-2026. Royalty payments were waived on revenue recognized from April 1, 2025 through March 31, 2026.
Private placement — Under an October 7, 2025 securities purchase agreement, the Company sold 1,489,917 shares plus warrants for 1,317,771 shares at a $6.64 exercise price, for approximately $8.8 million of gross proceeds. The warrants expired in August 2026.

At the time, the Company estimated the package at approximately $100 million of new capital and near-term financial flexibility. The package converted approximately $39.3 million of convertible notes into equity and extended the projected cash runway into the second quarter of 2026, beyond the expected SENTRY readout. According to the Declaration, it was not designed to resolve the capital structure or the Company's dependence on positive clinical results.

February 2026 Forbearance and March 2026 Capital Raises

Cash interest on the term loan and the 2L Notes was scheduled to resume in 2026, the first $15.8 million term loan principal installment was coming due, and the minimum liquidity covenant would step back up to $25.0 million on October 10, 2026. In early 2026, the Company and its then-advisors concluded that a more comprehensive solution was needed but that choosing one before the SENTRY readout would be premature.

On February 27, 2026, the Company entered into a forbearance agreement with the term lenders, the holders of the 2028 Notes and 2029 Notes, and the royalty investor representative (collectively, the "Prepetition Secured Parties"). It covered two sets of potential defaults:

payment defaults through September 30, 2026 arising from nonpayment of the June 30, 2026 cash interest on the 2L Notes; and
defaults through October 10, 2026 under the indentures' minimum liquidity test, which required liquidity above the lesser of $25.0 million and $10.0 million plus 50% of net cash proceeds from certain issuances. This effectively aligned the indenture test with the term loan's.

The agreement waived no defaults. Its effectiveness was conditioned on, among other things, the Company receiving at least $25.0 million of cash proceeds from common stock sales before June 10, 2026. A second amendment to the term loan took effect at the same time. It deferred that installment from June 10, 2026 to September 10, 2026 and made the June 30, 2026 term loan interest payable in kind.

The equity condition was satisfied by a private placement with RA Capital Healthcare Fund, L.P., signed the day the SENTRY topline results were announced. The Company sold 1,030,354 shares, pre-funded warrants for up to 3,391,164 shares, and warrants for 4,421,518 shares, for net proceeds of $26.9 million. Those warrants expired in August 2026. Separately, the Company sold 2,994,441 shares in the first half of 2026 for $19.8 million of net proceeds under its at-the-market program with Jefferies LLC.

2026 Clinical and Regulatory Setbacks

SENTRY's March readout met the spleen-volume endpoint but not the symptom-score endpoint. According to the Declaration, the mixed result had three effects:

it foreclosed the equity-market reception a clean positive readout would have drawn;
it lengthened the path to approval; and
it made the FDA's willingness to accept an accelerated-approval filing based on the spleen-volume result a critical uncertainty.

Also in March 2026, at the FDA's request, the Company agreed to withdraw XPOVIO's accelerated approval for relapsed or refractory diffuse large B-cell lymphoma. The reason was that completing the required confirmatory trial was no longer feasible given the changing treatment landscape. The withdrawal took effect on April 30, 2026. According to the Declaration, it was not based on any safety concern and did not affect the myeloma indications.

On July 30, 2026, the Company announced that XPORT-EC-042 had missed its primary endpoint. That global Phase 3 trial tested weekly selinexor as maintenance therapy after chemotherapy in 257 women with TP53 wild-type advanced or recurrent endometrial cancer. In the 236-patient modified intent-to-treat population, median progression-free survival was 12.75 months on selinexor versus 7.43 months on placebo, a difference that was not statistically significant. The Company's common stock fell approximately 68.47% after the announcement. The Company shifted its investment toward myelofibrosis and multiple myeloma and is winding down the trial while continuing long-term follow-up of enrolled patients.

2026 Retention Programs

In the months before filing, the Company adopted a series of cash retention arrangements (the "2026 Retention Programs") for employees it determined were critical:

Leadership retention — On July 13, 2026, the board approved lump-sum awards totaling $8.9 million to 15 employees, including members of the executive leadership team. It acted on the compensation committee's recommendation and after consulting the Company's advisors. The awards replaced previously guaranteed 2026 short-term incentive plan amounts. As a condition, the executive leadership team and certain non-executive leaders gave up their remaining 2026 incentive installments. The awards must be repaid if employment ends in specified circumstances before the earliest of 12 months after payment, 30 days after a change in control, and 30 days after emergence.
Non-executive leadership — Also on July 13, the board approved awards totaling $3.0 million for 32 non-executive employees. They are payable in four equal quarterly installments through June 30, 2027, subject to continued employment in good standing.
Commercial retention — On July 22, 2026, the compensation committee approved $922,000 of awards for 15 medical science liaisons, nurse liaisons and regional business directors, payable quarterly through June 30, 2027. It also approved a one-time, performance-based supplement to the sales commission program for hematology/oncology sales specialists, costing at most approximately $1.7 million.
September awards — On September 21, 2026, the compensation committee approved one-time awards of $40,000 to each of four remaining regional business directors and $50,000 to each of two senior finance employees. The awards totaled $260,000 and were all paid before filing.

The Company paid approximately $10.6 million under these programs before filing. Approximately $2.5 million of fixed installments remain payable, plus up to approximately $1.2 million of performance-contingent payments.

Payment Defaults and the September 2026 Forbearance

By summer 2026, the Company's liquidity was projected to last only into September 2026. The Company:

did not pay the June 30, 2026 cash interest on the 2L Notes;
did not pay the $15.8 million term loan principal installment due September 10, 2026;
did not expect to pay the September 30 cash interest under the term loan and the indentures; and
would not meet the $25.0 million minimum liquidity covenant that applied after October 10, 2026.

These failures were, or would become, events of default under the term loan and the indentures and cross-defaults under all three instruments, including the Royalty Agreement.

On September 10, 2026, the Company entered into a forbearance agreement and limited waiver of the indentures with the Prepetition Secured Parties and WSFS. The creditors agreed not to exercise remedies with respect to those defaults only. They did not waive the defaults or extend any payment deadline. The forbearance would end at the earliest of the following:

Outside date — 11:59 p.m. (prevailing Eastern Time) on October 15, 2026, subject to extension.
Insolvency or enforcement — A bankruptcy or insolvency default, a material enforcement action by any creditor, or the end of any other forbearance on material debt.
Termination notice — Notice from a requisite lender or noteholder group, or from the Royalty Investors, after specified events. These include any other event of default, a breach, a material adverse effect, consolidated liquidity below $10.0 million, the FDA's refusal to accept the sNDA for filing, or the Company's withdrawal of it.

When the forbearance ended, all overdue amounts would become immediately due in cash, and the creditors could accelerate. On October 13, the Prepetition Secured Parties extended the expiration to October 22. On October 22, they extended it again to November 1, 2026, while the restructuring documents and DIP financing were negotiated. The forbearance expired on November 1, 2026. The creditors that signed the restructuring support agreement (the "RSA") instead agreed to support the restructuring rather than exercise remedies.

In consideration for the forbearance, the Company agreed on September 10, 2026 to pay certain Prepetition Secured Parties $20.0 million of fees. It chose to pay them in kind by issuing 20,000 shares of Convertible Preferred Stock on September 17, 2026. Terms of the preferred stock:

each share carries a $1,000 liquidation preference;
it converts into common stock at $1.62 per share, subject to a 4,520,000-share cap and a 19.99% beneficial ownership cap pending stockholder approval;
it is non-voting and pays no regular dividends; and
holders have a one-time put right on and after the third anniversary of issuance.

Marketing and Sale Process

Beginning in July 2025, the Company worked with Centerview Partners ("Centerview") to evaluate strategic and financing alternatives. Before that, it had marketed itself with other advisors. Throughout this period it held regular discussions with an ad hoc group of certain term lenders and noteholders (the "Ad Hoc Group") and with the Royalty Investors. FTI was retained in July 2026. After the SENTRY readout, with liquidity projected to last only into September 2026, the Company launched a formal marketing process in July 2026 for all or part of the business. The process was open to a sale, a strategic combination or a recapitalization.

Over the process and its lead-up:

Centerview contacted 35 potential acquirers and 83 potential equity investors, both strategic and financial.
Seventeen parties signed confidentiality agreements and received access to a data room of more than 5,500 documents.
Management and Centerview held 26 diligence sessions, including 10 management presentations.
An August 31, 2026 process letter to approximately 17 parties drew five non-binding indications of interest by or shortly after the September 21 deadline. They were structured as whole-company acquisitions, asset purchases and recapitalizations.
After further engagement and supplemental outreach, four parties submitted revised proposals.

According to the Declaration, no proposal other than Ayrmid's was actionable in the time required, and the Debtors determined that Ayrmid's proposal was the highest or otherwise best. The secured creditors had not initially sought to acquire the Company or convert their claims into equity. The Declaration describes that structure as the most effective way to carry out Ayrmid's proposal to combine the two businesses.

Ayrmid is majority-owned by funds managed by Highbridge Capital Management, LLC ("Highbridge"). Through certain funds, Highbridge also holds first lien term loans, 2028 Notes and 2029 Notes, and it is a member of the Ad Hoc Group. According to the Declaration:

advisors to the Company, the Ad Hoc Group and Ayrmid set procedures under which Highbridge recused itself from the Ad Hoc Group's deliberations on the marketing process and the evaluation of Ayrmid's proposal;
the other Ad Hoc Group members and their advisors negotiated the terms for the secured creditors; and
the board, advised by its independent professionals, evaluated Ayrmid's proposal on the same basis as every other proposal.

Ayrmid is represented by its own counsel as plan sponsor and bidder.

Chapter 11 Filing

On November 2, 2026, the Debtors filed Chapter 11 in the U.S. Bankruptcy Court for the Southern District of Texas in Houston. Earlier that day, before filing, they had begun soliciting votes on the Prepackaged Plan, using a voting record date of October 27, 2026.

The case runs on two tracks. The Debtors would complete the combination with Ayrmid (the "Reorganization Transaction") unless a court-supervised continuation of the marketing process produces a higher or otherwise better sale (a "Sale Transaction") that meets minimum conditions set to deliver the secured creditors' agreed recoveries. The Declaration characterizes the Reorganization Transaction as a fully committed baseline. The cases are funded by a priming debtor-in-possession facility from the first lien term lenders (the "DIP Facility") and by consensual use of cash collateral.

Restructuring Support Agreement

The RSA is dated November 2, 2026. Ayrmid signed it as plan sponsor, along with the following (collectively, the "Consenting Stakeholders"):

holders of 100% of the First Lien Term Loan Facility;
holders of 100% of each series of 2L Notes;
the Royalty Investors, holding 100% of claims under the Royalty Agreement; and
holders of all 17,749 outstanding shares of Convertible Preferred Stock.

The Consenting Stakeholders agreed to vote for the Prepackaged Plan and to support its releases and the DIP Facility. They also agreed not to support any alternative other than a Sale Transaction that meets the minimum bid conditions. Ayrmid agreed to serve as stalking horse and, if designated, as back-up bidder.

Consent thresholds — Most approvals rest with the "Required Consenting Funded Debt Parties." These are consenting holders of at least 50.01% of each of the term loans, the 2028 Notes and the 2029 Notes, including at least two unaffiliated holders in any class where two or more exist. Material changes to the royalty treatment or to the Royalty Investors' adequate protection require consent of royalty investors holding at least 50.01% of royalty claims.
Highbridge wall — Until Ayrmid irrevocably withdraws from the sale process, funds managed by Highbridge are walled off from all Ad Hoc Group discussions and positions on sale-process matters. Other bids are not shared with them, and their holdings are left out of both the numerator and the denominator of any consent on those matters. They may take part in forbearance and DIP negotiations like any other Ad Hoc Group lender, and they share pro rata in distributions on their secured claims.
Fiduciary out — Each Debtor may end its own obligations if its board decides, after consulting counsel, that going forward would be inconsistent with its fiduciary duties, or chooses to pursue an alternative proposal. The Debtors may consider and negotiate alternative proposals but must give them to the Ad Hoc Group's advisors within two business days.
Creditor termination rights — The Required Consenting Funded Debt Parties may terminate the RSA on a range of events. These include a missed milestone, conversion of the cases, appointment of a trustee or of an examiner with expanded powers, termination of cash collateral use, or stay relief over assets worth more than $2 million. They may also terminate if the Ayrmid deal has not closed by the date 110 days after the petition date (the "Ayrmid Outside Date") and, within five business days, the Debtors have not signed an alternative definitive agreement and the funded-debt creditors have not submitted a credit bid.

Reorganization Transaction

Under the Reorganization Transaction, the Company and Ayrmid would combine under a new or existing holding company ("NewCo") through a merger that closes substantially at the same time as the plan takes effect.

The claims under the First Lien Term Loan Facility, the 2028 Notes and the 2029 Notes total approximately $285 million together with any excess DIP claims. Holders would exchange them for 100% of reorganized Karyopharm's common stock. In the merger, that stock would convert into 55.0% of NewCo's common stock, subject to dilution by Ayrmid's contingent equity and any management incentive plan. Holders would also receive contingent value rights tied to XPOVIO's myelofibrosis sales (the "MF CVRs").

MF CVRs — A synthetic royalty would be triggered if the FDA grants accelerated approval of XPOVIO for any myelofibrosis use, including through the sNDA. It would start with the first commercial sale and end at the earlier of seven years later or generic entry. It would pay 20.00% of myelofibrosis net sales if myelofibrosis is added to the label on or before December 31, 2027, and 15.00% if approval comes later.
Ayrmid holders' stake — Ayrmid's equity holders would keep 45.0% of NewCo, diluted only by any management incentive plan. They could earn up to an additional 6.50% if global fiscal 2028 net revenues of Ayrmid's Omisirge product exceed $70 million, scaling linearly to the full 6.50% at $100 million. They could earn up to a further 2.00% above $100 million, scaling linearly to $120 million. This contingent equity would dilute only the creditors' NewCo stake.
Exit financing — NewCo would enter into a new-money senior secured term loan facility of up to $135 million from one or more third-party lenders (the "NewCo Facility"). It would be available to be drawn in full at emergence to refinance up to $50 million of DIP claims, pay cure costs and plan expenses, and fund working capital, subject to the DIP budget.
Ayrmid's existing debt — Liens and obligations under Ayrmid's December 12, 2022 loan and security agreement, under which Gamida Cell Inc. is the borrower, would be either converted into Ayrmid equity before the merger or structurally subordinated to all claims against and equity in NewCo. No NewCo Facility proceeds may be used to prepay that debt.
Governance and listing — The Required Consenting Funded Debt Parties and Ayrmid would determine NewCo's governance documents. Karyopharm would deregister its securities, and NewCo would be privately held.
Employees and indemnification — For one year after emergence, NewCo may not amend or terminate severance plans in ways adverse to non-executive employees, and it must pay severance on qualifying terminations up to scheduled amounts. A management incentive plan would be set on terms acceptable to Ayrmid and the Required Consenting Funded Debt Parties. Existing indemnification obligations to the Debtors' current and former directors, officers, employees and professionals would be assumed by a new entity backed by a $2.5 million NewCo note.
Releases — The plan includes customary releases among the Debtors, the RSA parties and their affiliates, including consensual third-party releases. It also includes exculpation for the Debtors, the disinterested directors and any statutory committee.

Treatment of claims and interests:

Term loan claims — Impaired and entitled to vote. They receive 36.096% to 37.029% of reorganized Karyopharm's common equity, pro rata.
2028 Notes claims — Impaired and entitled to vote. They receive 6.439% to 6.606%.
2029 Notes claims — Impaired and entitled to vote. They receive 33.259% to 34.119%.
Royalty claims — Impaired and entitled to vote. The Royalty Agreement, including any change-of-control payment, would be cancelled. In exchange, the Royalty Investors would receive a new unsecured royalty of 3% of NewCo's net revenues from all selinexor products, including the myelofibrosis combination, for five years. The new royalty includes a liquidated damages provision set at $18,750,000. HCRx may also pursue buying the Company's interests in certain other royalty agreements for up to $35 million, but no party is obligated to complete such a sale.
DIP claims — Unclassified. New-money claims would be repaid in cash from up to $50 million of NewCo Facility proceeds plus the Debtors' unrestricted cash after reserves. The reserves cover the carve-out, the wind-down of Karyopharm Europe GmbH, administrative claims and budgeted unpaid general unsecured claims. Any new-money shortfall receives 0% to 2.521% of reorganized Karyopharm's equity, and roll-up claims receive 21.685% to 22.246%.
General unsecured claims — Unimpaired and paid in the ordinary course as if the cases had not been filed.
Existing equity — The Convertible Preferred Stock, common stock, warrants, options and stock units are cancelled with no distribution.

According to the Declaration, the Reorganization Transaction would eliminate the Company's approximately $276 million of secured funded debt and its Royalty Agreement obligations. NewCo's only funded debt would be the NewCo Facility, apart from the contingent MF CVR and new royalty obligations.

Market Test and Sale Alternative

The Debtors will continue the marketing process under court-approved bidding procedures. Any alternative bid must satisfy minimum conditions (the "Successful Bid Mandatory Conditions"):

net proceeds at closing of at least $335,384,812, of which $18,750,000 allocable to the Royalty Investors' claims may be paid in cash or in non-cash consideration acceptable to them;
payment in full, or other unimpaired treatment, of general unsecured claims;
payment of any court-approved bid protections; and
cash funding of a wind-down budget.

The Declaration describes the proceeds threshold as covering full cash payment of the DIP Facility, the First Lien Term Loan Facility and the 2028 Notes, plus agreed minimum recoveries on the 2029 Notes and the Royalty Agreement.

If a qualifying bid is selected as highest or otherwise best, the Debtors may choose to pursue the Sale Transaction instead. They need consent from the Required Consenting Funded Debt Parties, and from the Royalty Investors where the RSA requires it, and must file notice no later than the plan supplement deadline. The sale could proceed through the Prepackaged Plan or a separate sale order. Under a Sale Transaction:

DIP, term loan and 2028 Notes claims are paid in full in cash at closing;
2029 Notes and royalty claims receive the treatment the Successful Bid Mandatory Conditions require;
other allowed claims are paid in full or left unimpaired;
the buyer funds the wind-down, which a plan administrator runs if the deal is an asset sale; and
existing equity is cancelled.

Absent such a bid and election, the Debtors complete the Reorganization Transaction. If Ayrmid is designated back-up bidder, its commitment stays open and irrevocable until the earlier of the winning bid's closing and the Ayrmid Outside Date. The Debtors can return to the Reorganization Transaction if the winning bidder fails to close.

Subject to court approval at a separate hearing, Ayrmid would receive bid protections (the "Bid Protections"):

Break-up fee — 3.0% of an agreed bid protection base of $311,432,711.
Expense reimbursement — Reasonable, documented out-of-pocket expenses of negotiating and documenting the deal, capped at 1.0% of the same base.
Trigger and payment — Earned only if a winning bid from another party is selected. Payable solely from that transaction's proceeds within three business days after it closes. Nothing is payable if Ayrmid's back-up bid is ultimately completed.
Priority — Once earned, the Bid Protections are administrative expense claims ranking ahead of other administrative claims and junior only to DIP claims and the carve-out. The RSA terms them allowed superpriority administrative expense claims.
Approval deadlines — Ayrmid may terminate the RSA as to itself if the bidding procedures order is not entered within four calendar days of the petition date. It may also terminate if an order approving the Bid Protections is not entered within 35 days, extended for court unavailability.

DIP Facility

The Debtors entered Chapter 11 with approximately $8.1 million of cash, cash equivalents and investments, including restricted cash. According to the Declaration, their available liquidity would run out shortly after filing without new financing. Based on FTI's analysis, the Debtors and their advisors determined that approximately $55 million of new money, together with cash collateral, was needed to keep liquidity positive through January 31, 2027. At least $25 million of that is needed before final approval and approximately $30 million after. Prepetition first lien lenders that elected to participate provide the DIP Facility. Participation was offered ratably, on the same terms, to all first lien lenders. WSFS serves as agent.

Size and draws — Up to $110 million in total:
- $55 million of first-out new-money term loans, drawn as $25 million when the interim order is entered and a single $30 million delayed draw when the final order is entered; and
- $55 million of second-out roll-up loans, converted without cash from prepetition first lien loans at $1.00 per $1.00 of new money funded ($25 million interim, $30 million final).
No 2L Notes or royalty obligations are rolled up.
Pricing — New money bears interest at SOFR plus 900 basis points, and the roll-up at SOFR plus 1,225 basis points, both paid in kind quarterly. SOFR has a 3.00% floor, and default interest on new money adds 2.00%.
Exit fees — 4.00% of new-money loans, including PIK interest, or of commitments, payable on any repayment, prepayment, acceleration or commitment reduction. 8.00% of roll-up loans, including PIK interest, payable on any repayment, unless the roll-up loans are converted back into prepetition first lien claims.
Maturity — The earliest of May 1, 2027, the plan effective date, a sale of substantially all assets, acceleration, and dismissal or conversion of the cases. No amortization.
Liens and priority — Section 364(d)(1) priming liens on all prepetition collateral, senior to the first lien, 2L Notes and royalty liens. First-priority section 364(c)(2) liens on unencumbered property, and section 364(c)(3) liens junior to permitted prior liens. Section 364(c)(1) superpriority claims. Proceeds of avoidance actions are added upon final approval. All are subject only to the carve-out and permitted prior liens. New money is repaid from collateral proceeds ahead of the roll-up.
Financial covenants
- Cumulative receipts of at least 80%, and disbursements of no more than 120%, of budget, excluding professional fees.
- Tested every second Wednesday, starting November 18, 2026 for the period through November 15.
- At least $10 million of unrestricted cash at all times other than the plan effective date.
- A 13-week budget updated every four weeks.
Notable defaults
- The FDA or any Debtor withdrawing selinexor's approval for use with bortezomib and dexamethasone.
- Uninsured judgments above $2.5 million individually or $5 million in aggregate that remain unstayed for 60 days.
- Failure to meet any RSA milestone, including entry of the final DIP order within 35 days.
- Termination of the RSA, or termination or expiration of plan exclusivity.
- Subject to the RSA, a sale motion or plan that does not repay the DIP in full in cash.
Adequate protection
- The first lien, 2L Notes and royalty creditors receive replacement liens and section 507(b) superpriority claims in descending priority, plus monthly cash payment of their advisors' fees.
- First lien debt accrues PIK interest at the default rate, and the 2028 Notes also accrue PIK interest.
- The Royalty Investors' counsel fees can be challenged only above $600,000. Their financial advisor receives $150,000 a month. If an alternative transaction closes, the advisor also earns a deferred fee of $1 million, or $500,000 if proceeds are insufficient to repay all funded debt in full.
- The noteholders and Royalty Investors agree their 507(b) claims may be satisfied under a plan in non-cash consideration.
- On collateral outside the Royalty Agreement's grant, the Royalty Investors' replacement liens rank last, behind the noteholders' prepetition liens.
Carve-out — After a trigger notice, Debtor professional fees are capped at $2,750,000 plus any court-approved transaction fees owed to the Debtors' bankers or financial advisors. Committee professional fees are capped at $50,000, and Chapter 7 trustee expenses at $100,000.
Stipulations and challenges — The Debtors stipulate to the amount, validity and priority of all prepetition secured claims and release the secured parties. Third parties must bring challenges by the earliest of plan confirmation, the sale objection deadline, and either 60 days after a committee is formed (for a committee) or 75 days after the interim order is entered (for others). Absent the prepetition secured parties' consent, the deadline cannot be extended past, and no challenge can be heard after, the first day of a sale hearing. A committee may spend up to $50,000 investigating, but not prosecuting, challenges.
Waivers and credit bidding — The final order would waive section 506(c) surcharge, the section 552(b) "equities of the case" exception, and marshaling. The DIP lenders may credit bid the full DIP claim, and the bid is deemed qualified.

The initial 13-week budget covers the weeks beginning November 2, 2026 through January 25, 2027. It projects $32.3 million of collections against $95.0 million of disbursements, for a net outflow of $62.8 million. Disbursements comprise $66.6 million of operating spending ($48.5 million of accounts payable and $18.1 million of compensation and benefits) and $28.4 million of professional fees. Starting from $7.8 million of unrestricted cash, the budget draws $25.0 million in the first week and $30.0 million in the week of November 30, with cash peaking at $40.4 million. The final week carries $11.0 million of advisor payments and ends with cash at zero.

RSA Milestones

The RSA milestones, which the DIP Facility incorporates, are measured from the petition date:

Within 3 days — Entry of the conditional disclosure statement order, the interim DIP order and the bidding procedures order. The last is satisfied even if the order does not yet approve the Bid Protections.
Within 35 days — Entry of the final DIP order.
Within 60 days — Auction, if needed.
Within 80 days — Entry of the disclosure statement order, the sale order (which may be the confirmation order) and the confirmation order.
Within 110 days — Plan effective date.

The Required Consenting Funded Debt Parties may extend or waive milestones. Ayrmid must consent to changes to the bidding procedures order and sale order milestones, and to the effective date milestone unless an alternative transaction has been selected. Any milestone missed because the court is unavailable is automatically extended.

Key Parties and Advisors

Debtors — Sidley Austin LLP (counsel), Centerview (investment banker), FTI (financial advisor), Ernst & Young LLP (accountant) and Stretto, Inc. (claims, noticing and solicitation agent).
Ad Hoc Group — Latham & Watkins LLP (counsel), Haynes and Boone, LLP (local counsel) and Houlihan Lokey Capital, Inc. (investment banker and financial advisor).
Royalty Investors — Hogan Lovells Cadwalader US LLP (counsel) and Stifel Financial Corp. (financial advisor).
Ayrmid — Paul Hastings LLP (counsel).
Agent and trustee — WSFS, as DIP agent, prepetition first lien agent, indenture trustee and notes collateral trustee, represented by Nixon Peabody LLP.

Proposed Case Timeline

The Debtors have proposed the following schedule, pending court approval:

November 3, 2026 – Hearing to approve bidding procedures
November 13, 2026 – Deadline to file cure notice
November 23, 2026 – Bid protections objection deadline (4:00 p.m. CT)
November 30, 2026 – Voting deadline (4:00 p.m. CT); bid protections hearing, subject to court availability
December 16, 2026 – Bid deadline
December 18, 2026 – Determination of qualified bids
December 21, 2026 – Auction, if applicable
December 28, 2026 – Plan supplement filing deadline; Sale Transaction election notice deadline
January 4, 2027 – Opt-in/opt-out deadline and objection deadline for the plan and disclosure statement (5:00 p.m. CT)
January 11, 2027 – Combined hearing on the disclosure statement and plan confirmation

First Day Motions

Trade claims — Authority to pay all prepetition trade claims in the ordinary course, including clinical-trial site costs incurred but not yet invoiced. According to the Debtors, the site amount cannot yet be determined because sites invoice well after costs are incurred. About $25 million of invoiced trade claims was outstanding at filing. In the 12 months ended October 30, 2026, the Debtors paid approximately $107 million to trade vendors: $39 million to commercial, IT, facilities and other vendors; $38 million to contract research organizations and other clinical-trial vendors; $17 million to comparator and supportive-care drug suppliers; and $13 million to trial sites. The Prepackaged Plan pays trade claims in full, and the DIP budget funds them. The Declaration describes many of these vendors as the only or one of few sources of specialized, regulated goods and services.
Customer programs — Authority to continue rebate, discount, chargeback, return and patient-assistance programs and to honor approximately $15.6 million of accrued prepetition obligations. The largest items are:
- Medicare drug inflation rebates, approximately $7.4 million;
- product returns, approximately $2.8 million, settled through credits against receivables rather than cash;
- 340B program chargebacks, approximately $1.1 million;
- Medicaid rebates, approximately $965,000; and
- Medicare Part D rebates and manufacturer discounts, approximately $850,000.
The rest covers group purchasing organization chargebacks and fees, veterans and military program obligations, 1–2% prompt-pay discounts to specialty distributors and pharmacies, distributor and pharmacy service fees, and copay assistance.
Wages and benefits — Authority to pay approximately $5.2 million of accrued prepetition employee obligations and to continue benefit programs. The main components are:
- short-term incentive plan accruals, approximately $2.6 million;
- independent contractors, approximately $911,000, of which approximately $700,000 is owed to Beacon Hill Staffing Group;
- unreimbursed business expenses, approximately $425,000;
- the 2026 Retention Programs, approximately $431,000;
- paid time off, approximately $312,000;
- sales commissions, approximately $240,000; and
- severance owed to nine former employees, approximately $117,700.
Amounts above the $17,150 priority cap would be paid after 10 days' notice to the U.S. Trustee, Ad Hoc Group counsel and any committee. Incentive payments to insiders remain subject to further court order. The Debtors also seek to continue the 2026 Retention Programs and to honor approximately 3.8 million outstanding equity awards, about 90% of them unvested. Gross payroll averages approximately $2.1 million per semi-monthly pay period.
Cash management — Interim and final authority to keep the centralized system of 10 accounts at five banks: Wells Fargo, JPMorgan Chase, Treasury Partners, UBS and Lloyds. Product-sale receipts and partner royalties and milestones flow into a zero-balance account that is swept nightly into the main operating account. Receipts averaged approximately $13.3 million a month over the prior year. The Debtors held approximately $7.8 million of unrestricted cash, plus approximately $315,000 of restricted cash securing a letter of credit on the Newton headquarters lease. They seek 45 days to bring four accounts at Treasury Partners, UBS and Lloyds into compliance with section 345(b) of the Bankruptcy Code. The motion also covers an American Express card program (about $300,000 of monthly spend and about $425,000 owed prepetition). It also covers approximately $40,000 held in a segregated Debtor account solely to pay the German subsidiary's remaining taxes.
Insurance and surety — Authority to continue 58 policies with 22 carriers and to pay approximately $190,000 of outstanding premiums. Annually renewed policies carry approximately $2.3 million of yearly premiums. The Debtors have also paid approximately $540,000 for multi-year foreign clinical-trial liability policies, the latest running through December 31, 2032. On October 5, 2026, they paid $1.8 million to extend all ten layers of the directors' and officers' liability program, with run-off coverage, through November 6, 2027. Three surety bonds totaling approximately $225,000 support state wholesale drug distributor licenses and customs obligations.
Tax attributes — Notice and hearing procedures, with noncompliant transfers void, covering holders of 4.5% or more by value of Karyopharm's common stock, preferred stock and pre-funded warrants, and anyone seeking to cross that threshold. The procedures also cover 50% shareholders claiming worthless-stock deductions. As of December 31, 2025, the Debtors estimate their tax attributes at:
- approximately $861 million of federal and $786 million of state net operating losses ("NOLs");
- $114 million of federal tax credit carryforwards, including $85 million of orphan drug credits;
- $14 million of state research and development credits; and
- $57 million of section 163(j) and $267 million of section 174 carryforwards.
Their tax advisors concluded that an ownership change more likely than not occurred on October 10, 2025. As a result, attributes generated on or before that date, including approximately $832 million of federal NOLs, are subject to an estimated annual limit of approximately $2.1 million, increased by approximately $10.3 million a year for five years. Later attributes, including 2026 losses, are not currently limited.
Taxes — Authority to pay approximately $566,000 of prepetition taxes and fees and to pay the German subsidiary's taxes from the segregated account if they come due. The prepetition amount consists of approximately $456,000 of other taxes and regulatory fees (such as FDA prescription drug user fees), $64,000 of franchise taxes and $46,000 of sales and use taxes.
Utilities — Approximately 18 providers, billing roughly $23,000 a month, would receive an adequate assurance deposit of approximately $11,500 (two weeks of service) within 14 business days of the petition date.