SEC Form 8-K filed by Karyopharm Therapeutics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 26, 2024, Michael Mason notified Karyopharm Therapeutics Inc. (the “Company”) of his intention to resign as the Company’s Executive Vice President, Chief Financial Officer and Treasurer to pursue other professional interests. On August 29, 2024, the Company entered into a Transition Agreement (the “Transition Agreement”) with Mr. Mason, pursuant to which Mr. Mason will continue to serve in his current capacity through November 5, 2024 (the “Resignation Date”). The Company has initiated a search for a successor.
Pursuant to the Transition Agreement, if Mr. Mason remains employed through the Resignation Date, or he resigns for Good Reason (as defined in his Offer Letter Agreement with the Company, dated as of February 1, 2019) prior to the Resignation Date or the Company terminates his employment without cause prior to the Resignation Date, he will be entitled to the following benefits in exchange for his remaining available to assist the Company with various matters (the “Post-Employment Transition Arrangement”): (i) a lump sum payment of $100,000, payable on November 6, 2024 and (ii) the Company’s engagement of Mr. Mason as a consultant pursuant to the terms of a consulting agreement, dated as of August 29, 2024 (the “Consulting Agreement”) under which Mr. Mason will provide certain advisory and other consulting services to the Company from the effective date of the Consulting Agreement (as defined in the Consulting Agreement) until March 1, 2025 (or such earlier date upon which the Consulting Agreement terminates in accordance with its terms). The Consulting Agreement will be effective as of the Resignation Date unless Mr. Mason resigns without good reason prior to the Resignation Date or his employment is terminated by the Company for cause prior to the Resignation Date. As full compensation for such consulting services, Mr. Mason’s outstanding unvested equity awards will continue to vest, according to their terms, for so long as he provides services to the Company pursuant to the Consulting Agreement. In addition, the Company will pay Mr. Mason an hourly consulting fee per hour worked after the fifth hour worked in any calendar month.
The foregoing summary of the Transition Agreement and the Consulting Agreement is qualified in its entirety by reference to the full text of the agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Transition Agreement, dated as of August 29, 2024, between the Company and Michael Mason | |
| 10.2 | Consulting Agreement, dated as of August 29, 2024, between the Company and Michael Mason | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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: August 29, 2024 | By: | /s/ Michael Mano | ||||
| Michael Mano | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||