Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Dec. 16, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Karyopharm Therapeutics Inc. | ' |
Entity Central Index Key | '0001503802 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'No | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 29,749,593 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents (NPM restricted December 31, 2012 $12) | $52,928 | $391 |
Prepaid expenses and other current assets (NPM restricted December 31, 2012 $485) | 658 | 563 |
Total current assets | 53,586 | 954 |
Property and equipment, net | 246 | 327 |
Other assets | 2,072 | 30 |
Total assets | 55,904 | 1,311 |
Current liabilities: | ' | ' |
Accounts payable (NPM restricted December 31, 2012 $499) | 1,749 | 1,076 |
Accrued liabilities (NPM restricted December 31, 2012 $312) | 1,920 | 764 |
Deferred revenue | ' | 66 |
Other liabilities | 327 | 24 |
Total current liabilities | 3,996 | 1,930 |
Commitments and contingencies | ' | ' |
Stockholders' deficit | ' | ' |
Common stock, $0.0001 par value; Authorized 83,500,000 shares at September 30, 2013 and 35,000,000 shares at December 31, 2012; Issued and Outstanding 2,591,333 shares at September 30, 2013 and 2,123,388 shares at December 31, 2012 | ' | ' |
Additional paid-in capital | 2,639 | 745 |
Deficit accumulated during the development stage | -50,423 | -28,622 |
Total stockholders' deficit | -47,784 | -27,877 |
Total liabilities, convertible preferred stock and stockholders' deficit | 55,904 | 1,311 |
Preferred Stock Subscription | ' | ' |
Current liabilities: | ' | ' |
Preferred stock subscription | ' | 8,980 |
Series A convertible preferred stock | ' | ' |
Current liabilities: | ' | ' |
Convertible stock | 20,778 | 18,278 |
Series A-2 convertible preferred stock | ' | ' |
Current liabilities: | ' | ' |
Convertible stock | 6,980 | ' |
Series A-3 convertible preferred stock | ' | ' |
Current liabilities: | ' | ' |
Convertible stock | 3,000 | ' |
Series A-4 convertible preferred stock | ' | ' |
Current liabilities: | ' | ' |
Convertible stock | 2,000 | ' |
Series B convertible preferred stock | ' | ' |
Current liabilities: | ' | ' |
Convertible stock | 48,057 | ' |
Series B-1 convertible preferred stock | ' | ' |
Current liabilities: | ' | ' |
Convertible stock | 18,877 | ' |
Special participation stock | ' | ' |
Current liabilities: | ' | ' |
Convertible stock | $99,692 | $27,258 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Cash and cash equivalents (in dollars) | $52,928,000 | $391,000 |
Prepaid expenses and other current assets (in dollars) | 658,000 | 563,000 |
Accounts payable (in dollars) | 1,749,000 | 1,076,000 |
Accrued liabilities (in dollars) | 1,920,000 | 764,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, authorized shares | 83,500,000 | 35,000,000 |
Common stock, issued shares | 2,591,333 | 2,123,388 |
Common stock, outstanding shares | 2,591,333 | 2,123,388 |
NPM | ' | ' |
Cash and cash equivalents (in dollars) | ' | 12,000 |
Prepaid expenses and other current assets (in dollars) | ' | 485,000 |
Accounts payable (in dollars) | ' | 499,000 |
Accrued liabilities (in dollars) | ' | 312,000 |
Series A convertible preferred stock | ' | ' |
Convertible stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible stock, authorized shares | 20,937,500 | 20,937,500 |
Convertible stock, issued shares | 20,937,500 | 18,437,500 |
Convertible stock, outstanding shares | 20,937,500 | 18,437,500 |
Convertible stock, aggregate liquidation preference (in dollars) | 20,900,000 | ' |
Series A-2 convertible preferred stock | ' | ' |
Convertible stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible stock, authorized shares | 6,100,000 | 0 |
Convertible stock, issued shares | 6,100,000 | 0 |
Convertible stock, outstanding shares | 6,100,000 | 0 |
Convertible stock, aggregate liquidation preference (in dollars) | 7,000,000 | ' |
Series A-3 convertible preferred stock | ' | ' |
Convertible stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible stock, authorized shares | 1,764,706 | 0 |
Convertible stock, issued shares | 1,764,706 | 0 |
Convertible stock, outstanding shares | 1,764,706 | 0 |
Convertible stock, aggregate liquidation preference (in dollars) | 3,000,000 | ' |
Series A-4 convertible preferred stock | ' | ' |
Convertible stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible stock, authorized shares | 1,538,461 | 0 |
Convertible stock, issued shares | 1,538,461 | 0 |
Convertible stock, outstanding shares | 1,538,461 | 0 |
Convertible stock, aggregate liquidation preference (in dollars) | 2,000,000 | ' |
Series B convertible preferred stock | ' | ' |
Convertible stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible stock, authorized shares | 24,100,000 | 0 |
Convertible stock, issued shares | 24,100,000 | 0 |
Convertible stock, outstanding shares | 24,100,000 | 0 |
Convertible stock, aggregate liquidation preference (in dollars) | 48,200,000 | ' |
Series B-1 convertible preferred stock | ' | ' |
Convertible stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible stock, authorized shares | 8,636,400 | 0 |
Convertible stock, issued shares | 8,636,362 | 0 |
Convertible stock, outstanding shares | 8,636,362 | 0 |
Convertible stock, aggregate liquidation preference (in dollars) | $19,000,000 | ' |
Special participation stock | ' | ' |
Convertible stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible stock, authorized shares | 0 | 10,000 |
Convertible stock, issued shares | 0 | 10,000 |
Convertible stock, outstanding shares | 0 | 10,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 57 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' | ' | ' | ' |
Contract and grant revenue | ' | $34 | $366 | $601 | $1,245 |
Operating expenses: | ' | ' | ' | ' | ' |
Research and development | 7,738 | 2,997 | 18,763 | 10,429 | 43,146 |
General and administrative | 1,583 | 672 | 3,405 | 1,824 | 8,337 |
Total operating expenses | 9,321 | 3,669 | 22,168 | 12,253 | 51,483 |
Loss from operations | -9,321 | -3,635 | -21,802 | -11,652 | -50,238 |
Other income (expense): | ' | ' | ' | ' | ' |
Interest income | ' | ' | 1 | 2 | 3 |
Interest expense | ' | ' | ' | ' | -188 |
Net loss | ($9,321) | ($3,635) | ($21,801) | ($11,650) | ($50,423) |
Net loss per share applicable to common stockholders-basic and diluted (in dollars per share) | $2,544,587 | $1,846,859 | $2,392,589 | $1,672,662 | $986,601 |
Weighted average number of common shares used in net loss per share applicable to common stockholders-basic and diluted (in shares) | -3.66 | -1.97 | -9.11 | -6.96 | -51.11 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 57 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Operating activities | ' | ' | ' |
Net loss | ($21,801) | ($11,650) | ($50,423) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 106 | 92 | 312 |
Noncash consulting expense | 88 | ' | 788 |
Noncash interest expense on convertible notes | ' | ' | 188 |
Stock-based compensation expense | 1,769 | 329 | 2,492 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other current assets | -95 | 124 | -658 |
Other assets | -2,042 | ' | -2,072 |
Accounts payable | 673 | -85 | 1,749 |
Accrued expenses and other liabilities | 1,156 | -243 | 1,944 |
Deferred revenue | -66 | -100 | ' |
Net cash used in operating activities | -20,212 | -11,533 | -45,680 |
Investing activities | ' | ' | ' |
Purchases of property and equipment | -25 | -121 | -558 |
Net cash used in investing activities | -25 | -121 | -558 |
Financing activities | ' | ' | ' |
Proceeds from issuance of common stock | 340 | 9 | 362 |
Proceeds from the issuance of convertible notes | ' | ' | 250 |
Proceeds from the issuance of preferred stock subscription | ' | 2,000 | ' |
Principal payments of convertible notes | ' | ' | -200 |
Proceeds from sale of convertible preferred stock, net of issuance costs | 72,434 | 5,000 | 98,754 |
Net cash provided by financing activities | 72,774 | 7,009 | 99,166 |
Net Increase (decrease) in cash and cash equivalents | 52,537 | -4,645 | 52,928 |
Cash and cash equivalents at beginning of period | 391 | 6,512 | ' |
Cash and cash equivalents at end of period | 52,928 | 1,867 | 52,928 |
Supplemental disclosure of non-cash financing activity | ' | ' | ' |
Conversion of notes payable to preferred stock | ' | ' | 750 |
Issuance of convertible notes in satisfaction of accrued expenses | ' | ' | 700 |
Issuance of preferred stock in satisfaction of preferred stock subscription | $13,980 | ' | $13,980 |
Summary_of_significant_account
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2013 | |
Summary of significant accounting policies | ' |
Summary of significant accounting policies | ' |
1. Summary of significant accounting policies | |
Basis of presentation | |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2013. The condensed consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Prospectus filed with the SEC pursuant to Rule 424(b)(4) on November 7, 2013 (the “Prospectus”). | |
In November 2013, the Company closed an initial public offering (“IPO”) of its common stock, which resulted in the sale of 6,800,000 shares of its common stock at a public offering price of $16.00 per share. In December 2013, the Company issued 1,020,000 shares of common stock upon the exercise by the underwriters of their option to purchase additional shares at the public offering price. The Company received net proceeds from the IPO of approximately $113.7 million, after deducting underwriting discounts and estimated expenses payable by the Company. | |
In connection with preparing for the IPO, the Company’s Board of Directors and stockholders approved a one-for-3.3 reverse stock split of the Company’s common stock. The reverse stock split became effective in October 2013. All share and per share amounts in the condensed consolidated interim financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. In connection with the closing of the IPO, all of the Company’s outstanding convertible preferred stock automatically converted to common stock in November 2013, resulting in an additional 19,114,241 shares of common stock of the Company becoming outstanding. The significant increase in common stock outstanding in November 2013 is expected to impact the year-over-year comparability of the Company’s net loss per share calculations in future periods. | |
The consolidated financial statements include the accounts of Karyopharm Therapeutics Inc. (a Delaware corporation) and the accounts of NPM Pharma Inc. (“NPM”, a Canadian corporation), which was a variable interest entity requiring consolidation. In August 2013, the Company purchased for nominal consideration from the other shareholder the 50% not owned by the Company. As a result NPM is a wholly owned subsidiary of the Company as of this date. | |
NPM was formed in December 2011 and was 50% owned by the Company until it became a wholly-owned subsidiary in August 2013. NPM was established to procure research and development services in connection with clinical pharmaceutical studies with Canadian vendors on the Company’s behalf. Total NPM assets and liabilities as of December 31, 2012 are reflected on the Company’s balance sheet. As of December 31, 2012, all assets of NPM are restricted to use to settle obligations of NPM. Liabilities of NPM are non-recourse to the Company. | |
Subsequent Events | |
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company has completed an evaluation of all subsequent events through the date of the filing of this From 10-Q. |
Fair_value_of_financial_instru
Fair value of financial instruments | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair value of financial instruments | ' | |||||||||||||
Fair value of financial instruments | ' | |||||||||||||
2. Fair value of financial instruments | ||||||||||||||
The Company’s financial instruments consist principally of cash and cash equivalents, accounts payable and accrued liabilities. Fair value measurements are classified and disclosed in one of the following three categories: | ||||||||||||||
Level 1 inputs | Quoted prices in active markets for identical assets or liabilities | |||||||||||||
Level 2 inputs | Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||
Level 3 inputs | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||
Financial instruments measured at fair value are classified below based on the three fair value hierarchy tiers described above: | ||||||||||||||
Total | Quoted prices | Significant | Significant | |||||||||||
in active | other | unobservable | ||||||||||||
markets | observable | inputs | ||||||||||||
(Level 1) | inputs | (Level 3) | ||||||||||||
(Level 2) | ||||||||||||||
December 31, 2012 | ||||||||||||||
Money market funds, included in cash equivalents | $ | 2 | $ | — | $ | 2 | $ | — | ||||||
September 30, 2013 | ||||||||||||||
Money market funds, included in cash equivalents | $ | 52,901 | $ | — | $ | 52,901 | $ | — | ||||||
The Company measures cash equivalents at fair value on a recurring basis. The fair value of cash equivalents is determined based on “Level 2” inputs. The carrying values of cash and cash equivalents, accounts payable and accrued expenses approximate their fair values due to the short maturity of these instruments. |
Property_and_equipment
Property and equipment | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Property and equipment | ' | |||||||||
Property and equipment | ' | |||||||||
3. Property and equipment | ||||||||||
Property and equipment, net, consist of the following: | ||||||||||
Estimated | September | December | ||||||||
Useful Life | 30, 2013 | 31, 2012 | ||||||||
Years | ||||||||||
Laboratory equipment | 4 | $ | 314 | $ | 314 | |||||
Furniture and fixtures | 5 | 90 | 90 | |||||||
Office and computer equipment | 3 | 85 | 85 | |||||||
Leasehold improvements | Lease term | 69 | 44 | |||||||
558 | 533 | |||||||||
Less accumulated depreciation and amortization | (312 | ) | (206 | ) | ||||||
Property and equipment, net | $ | 246 | $ | 327 |
Accrued_liabilities
Accrued liabilities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued liabilities | ' | |||||||
Accrued liabilities | ' | |||||||
4. Accrued liabilities | ||||||||
Accrued liabilities consisted of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Payroll and employee-related costs | $ | 643 | $ | 302 | ||||
Research and development costs | 621 | 333 | ||||||
Professional fees | 486 | — | ||||||
Other | 170 | 129 | ||||||
$ | 1,920 | $ | 764 |
Net_loss_per_common_share
Net loss per common share | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Net loss per common share | ' | |||||||||||
Net loss per common share | ' | |||||||||||
5. Net loss per common share | ||||||||||||
Basic net loss per common share is calculated by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents or unvested restricted stock. Diluted net loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, convertible preferred stock and stock options are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. | ||||||||||||
The amounts in the table below were excluded from the calculation of diluted weighted-average shares outstanding due to their anti-dilutive effect: | ||||||||||||
Period from | ||||||||||||
Three Months ended | Nine Months ended | December 22, 2008 | ||||||||||
September 30, | September 30, | (inception) to | ||||||||||
2013 | 2012 | 2013 | 2012 | September 30, 2013 | ||||||||
Convertible preferred stock | 19,114,241 | 4,829,544 | 19,114,241 | 4,829,544 | 19,114,241 | |||||||
Special Participation Stock | — | 10,000 | — | 10,000 | — | |||||||
Outstanding stock options | 1,775,593 | 551,128 | 1,775,593 | 551,128 | 1,775,593 | |||||||
Unvested restricted stock | 224,019 | 761,875 | 224,019 | 761,875 | 224,019 |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity | ' |
Stockholders' Equity | ' |
6. Stockholders’ Equity | |
In July 2013, the Company issued and sold an aggregate of 8,636,362 shares of its series B-1 convertible preferred stock at a purchase price per share of $2.20, for an aggregate purchase price of $18,999,996. | |
In August 2013, the Company issued (i) an aggregate of 6,100,000 shares of its series A-2 preferred stock at a purchase price per share of $1.15, for an aggregate purchase price of $7,015,000, (ii) an aggregate of 1,764,706 shares of its series A-3 preferred stock at a purchase price per share of $1.70, for an aggregate purchase price of $3,000,000, and (iii) an aggregate of 1,538,461 shares of its series A-4 preferred stock, at a purchase price per share of $1.30, for an aggregate purchase price of $1,999,999. | |
In September 2013, the Company issued and sold an aggregate of 12,500,000 shares of its series B preferred stock at a purchase price per share of $2.00, for an aggregate purchase price of $25,000,000. |
Stockbased_compensation
Stock-based compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Stock-based compensation | ' | ||||||||||||||||
Stock-based compensation | ' | ||||||||||||||||
7. Stock-based compensation | |||||||||||||||||
During 2010, the Company established the 2010 Stock Incentive Plan (the “Plan”). As of September 30, 2013, the maximum number of 2,763,271 shares of the Company’s common stock authorized for issuance under the Plan may be issued in the form of stock options and other equity interests under the Plan and, of such shares, 191,994 were available for issuance under the Plan as of September 30, 2013. Under the terms of the Plan, options and other equity interests may be granted to employees, officers, directors, consultants and advisors of the Company. The exercise price of each stock option shall be the fair market value as determined in good faith by the Board of Directors (the Board) at the time each option is granted. The Company has granted service-based options under the Plan. Service-based option grants under the Plan generally vest as follows: 25% of the shares vest one calendar year from the vesting start date, 2.083% of the shares vest on the first day of each month thereafter. The options granted under the Plan generally expire in 10 years. | |||||||||||||||||
In connection with all share-based payment awards, total stock-based compensation expense recognized is as follows: | |||||||||||||||||
Three Months | Nine Months | Period from | |||||||||||||||
ended | ended September | December 22, 2008 | |||||||||||||||
September 30, | 30, | (date of inception) | |||||||||||||||
to September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Research and development | $ | 949 | $ | 151 | $ | 1,338 | $ | 305 | $ | 2,013 | |||||||
General and administrative | 374 | 5 | 431 | 24 | 479 | ||||||||||||
Total | $ | 1,323 | $ | 156 | $ | 1,769 | $ | 329 | $ | 2,492 | |||||||
Stock options | |||||||||||||||||
The following table summarizes stock option activity for employees and nonemployees. | |||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
average | average | intrinsic | |||||||||||||||
price | remaining | value | |||||||||||||||
per share | contractual | ||||||||||||||||
term | |||||||||||||||||
(years) | |||||||||||||||||
Outstanding at December 31, 2012 | 691,367 | $ | 0.46 | ||||||||||||||
Granted | 1,268,757 | $ | 4.69 | ||||||||||||||
Exercised(1) | (138,636 | ) | $ | 2.41 | |||||||||||||
Forfeited | (45,895 | ) | $ | 1.49 | |||||||||||||
Outstanding at September 30, 2013 | 1,775,593 | $ | 3.3 | 9.3 | $ | 15,768 | |||||||||||
Exercisable at September 30, 2013 | 281,035 | $ | 0.23 | 7.7 | $ | 3,354 | |||||||||||
Vested and expected to vest at September 30, 2013(2) | 1,637,094 | $ | 3.3 | 9.3 | $ | 14,555 | |||||||||||
(1) Exercises include the issuance of 63,636 shares of non-vested restricted stock pursuant to the exercise of stock options prior to vesting. The Company has the right to repurchase the unvested shares under certain circumstances. | |||||||||||||||||
(2) This represents the number of vested options as of September 30, 2013, plus the number of unvested options expected to vest as of September 30, 2013, based on the unvested options at September 30, 2013, adjusted for the estimated forfeiture rate | |||||||||||||||||
The Company estimates the fair value of each employee and non-employee stock award using the Black-Scholes option-pricing model using the following assumptions: | |||||||||||||||||
Nine Months ended | |||||||||||||||||
September 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected volatility | 85% - 93% | 75% - 92% | |||||||||||||||
Expected term (in years) | 6.25 - 10 | 6.25 - 10 | |||||||||||||||
Risk-free interest rate | 1.07% - 2.74% | 0.85% - 1.76% | |||||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||||||
Restricted stock | |||||||||||||||||
A summary of the Company’s non-vested restricted stock as of September 30, 2013 and changes during the nine months ended September 30, 2013 is as follows: | |||||||||||||||||
Shares | Weighted- | ||||||||||||||||
average | |||||||||||||||||
purchase price | |||||||||||||||||
per share | |||||||||||||||||
Non-vested at December 31, 2012 | 362,596 | $ | 0.04 | ||||||||||||||
Vested | (316,535 | ) | $ | 0.04 | |||||||||||||
Non-vested at September 30, 2013(1) | 46,061 | $ | 0.09 | ||||||||||||||
(1) Excludes 177,955 shares of non-vested restricted stock remaining from the early exercise of stock options as of September 30, 2013. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
8. Subsequent Events | |
In October 2013, the Company’s board of directors adopted and the Company’s stockholders approved, the 2013 Stock Incentive Plan (the “2013 Plan”). The 2013 Plan became effective immediately prior to the closing of the IPO and provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock-based awards. The number of shares of Common Stock reserved for issuance under the 2013 Plan is equal to the sum of (1) 969,696 shares plus (2) the number of shares (up to 2,126,377 shares) equal to the sum of the number of shares of Common Stock then available for issuance under the 2010 Plan and the number of shares of Common Stock subject to outstanding awards under the 2010 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2014 and continuing until, and including, the fiscal year ending December 31, 2023, equal to the least of (A) 1,939,393 shares of Common Stock, (B) 4% of the number of shares of Common Stock outstanding on the first day of such fiscal year, and (C) an amount determined by the Company’s board of directors. The Company will grant no further stock options or other awards under the 2010 Plan. | |
In December 2013, the Company incorporated Karyopharm Securities Corp, a wholly owned Massachusetts corporation. |
Summary_of_significant_account1
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Summary of significant accounting policies | ' |
Basis of presentation | ' |
Basis of presentation | |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2013. The condensed consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Prospectus filed with the SEC pursuant to Rule 424(b)(4) on November 7, 2013 (the “Prospectus”). | |
In November 2013, the Company closed an initial public offering (“IPO”) of its common stock, which resulted in the sale of 6,800,000 shares of its common stock at a public offering price of $16.00 per share. In December 2013, the Company issued 1,020,000 shares of common stock upon the exercise by the underwriters of their option to purchase additional shares at the public offering price. The Company received net proceeds from the IPO of approximately $113.7 million, after deducting underwriting discounts and estimated expenses payable by the Company. | |
In connection with preparing for the IPO, the Company’s Board of Directors and stockholders approved a one-for-3.3 reverse stock split of the Company’s common stock. The reverse stock split became effective in October 2013. All share and per share amounts in the condensed consolidated interim financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. In connection with the closing of the IPO, all of the Company’s outstanding convertible preferred stock automatically converted to common stock in November 2013, resulting in an additional 19,114,241 shares of common stock of the Company becoming outstanding. The significant increase in common stock outstanding in November 2013 is expected to impact the year-over-year comparability of the Company’s net loss per share calculations in future periods. | |
The consolidated financial statements include the accounts of Karyopharm Therapeutics Inc. (a Delaware corporation) and the accounts of NPM Pharma Inc. (“NPM”, a Canadian corporation), which was a variable interest entity requiring consolidation. In August 2013, the Company purchased for nominal consideration from the other shareholder the 50% not owned by the Company. As a result NPM is a wholly owned subsidiary of the Company as of this date. | |
NPM was formed in December 2011 and was 50% owned by the Company until it became a wholly-owned subsidiary in August 2013. NPM was established to procure research and development services in connection with clinical pharmaceutical studies with Canadian vendors on the Company’s behalf. Total NPM assets and liabilities as of December 31, 2012 are reflected on the Company’s balance sheet. As of December 31, 2012, all assets of NPM are restricted to use to settle obligations of NPM. Liabilities of NPM are non-recourse to the Company. | |
Subsequent Events | ' |
Subsequent Events | |
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company has completed an evaluation of all subsequent events through the date of the filing of this From 10-Q. |
Fair_value_of_financial_instru1
Fair value of financial instruments (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair value of financial instruments | ' | |||||||||||||
Schedule of financial instruments measured at fair value based on the three fair value hierarchy tiers | ' | |||||||||||||
Total | Quoted prices | Significant | Significant | |||||||||||
in active | other | unobservable | ||||||||||||
markets | observable | inputs | ||||||||||||
(Level 1) | inputs | (Level 3) | ||||||||||||
(Level 2) | ||||||||||||||
December 31, 2012 | ||||||||||||||
Money market funds, included in cash equivalents | $ | 2 | $ | — | $ | 2 | $ | — | ||||||
September 30, 2013 | ||||||||||||||
Money market funds, included in cash equivalents | $ | 52,901 | $ | — | $ | 52,901 | $ | — |
Property_and_equipment_Tables
Property and equipment (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Property and equipment | ' | |||||||||
Schedule of property and equipment, net | ' | |||||||||
Estimated | September | December | ||||||||
Useful Life | 30, 2013 | 31, 2012 | ||||||||
Years | ||||||||||
Laboratory equipment | 4 | $ | 314 | $ | 314 | |||||
Furniture and fixtures | 5 | 90 | 90 | |||||||
Office and computer equipment | 3 | 85 | 85 | |||||||
Leasehold improvements | Lease term | 69 | 44 | |||||||
558 | 533 | |||||||||
Less accumulated depreciation and amortization | (312 | ) | (206 | ) | ||||||
Property and equipment, net | $ | 246 | $ | 327 |
Accrued_liabilities_Tables
Accrued liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accrued liabilities | ' | |||||||
Schedule of accrued liabilities | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Payroll and employee-related costs | $ | 643 | $ | 302 | ||||
Research and development costs | 621 | 333 | ||||||
Professional fees | 486 | — | ||||||
Other | 170 | 129 | ||||||
$ | 1,920 | $ | 764 |
Net_loss_per_common_share_Tabl
Net loss per common share (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Net loss per common share | ' | |||||||||||
Schedule of amounts excluded from the calculation of diluted weighted-average shares outstanding due to anti dilutive effect | ' | |||||||||||
Period from | ||||||||||||
Three Months ended | Nine Months ended | December 22, 2008 | ||||||||||
September 30, | September 30, | (inception) to | ||||||||||
2013 | 2012 | 2013 | 2012 | September 30, 2013 | ||||||||
Convertible preferred stock | 19,114,241 | 4,829,544 | 19,114,241 | 4,829,544 | 19,114,241 | |||||||
Special Participation Stock | — | 10,000 | — | 10,000 | — | |||||||
Outstanding stock options | 1,775,593 | 551,128 | 1,775,593 | 551,128 | 1,775,593 | |||||||
Unvested restricted stock | 224,019 | 761,875 | 224,019 | 761,875 | 224,019 |
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Stock-based compensation | ' | ||||||||||||||||
Schedule of total stock-based compensation expense recognized in connection with all share-based payment awards | ' | ||||||||||||||||
Three Months | Nine Months | Period from | |||||||||||||||
ended | ended September | December 22, 2008 | |||||||||||||||
September 30, | 30, | (date of inception) | |||||||||||||||
to September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Research and development | $ | 949 | $ | 151 | $ | 1,338 | $ | 305 | $ | 2,013 | |||||||
General and administrative | 374 | 5 | 431 | 24 | 479 | ||||||||||||
Total | $ | 1,323 | $ | 156 | $ | 1,769 | $ | 329 | $ | 2,492 | |||||||
Summary of stock option activity for employees and nonemployees | ' | ||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||||||
average | average | intrinsic | |||||||||||||||
price | remaining | value | |||||||||||||||
per share | contractual | ||||||||||||||||
term | |||||||||||||||||
(years) | |||||||||||||||||
Outstanding at December 31, 2012 | 691,367 | $ | 0.46 | ||||||||||||||
Granted | 1,268,757 | $ | 4.69 | ||||||||||||||
Exercised(1) | (138,636 | ) | $ | 2.41 | |||||||||||||
Forfeited | (45,895 | ) | $ | 1.49 | |||||||||||||
Outstanding at September 30, 2013 | 1,775,593 | $ | 3.3 | 9.3 | $ | 15,768 | |||||||||||
Exercisable at September 30, 2013 | 281,035 | $ | 0.23 | 7.7 | $ | 3,354 | |||||||||||
Vested and expected to vest at September 30, 2013(2) | 1,637,094 | $ | 3.3 | 9.3 | $ | 14,555 | |||||||||||
(1) Exercises include the issuance of 63,636 shares of non-vested restricted stock pursuant to the exercise of stock options prior to vesting. The Company has the right to repurchase the unvested shares under certain circumstances. | |||||||||||||||||
(2) This represents the number of vested options as of September 30, 2013, plus the number of unvested options expected to vest as of September 30, 2013, based on the unvested options at September 30, 2013, adjusted for the estimated forfeiture rate | |||||||||||||||||
Schedule of assumptions used to estimate fair value of each employee and non-employee stock award using the Black Scholes option pricing model | ' | ||||||||||||||||
Nine Months ended | |||||||||||||||||
September 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected volatility | 85% - 93% | 75% - 92% | |||||||||||||||
Expected term (in years) | 6.25 - 10 | 6.25 - 10 | |||||||||||||||
Risk-free interest rate | 1.07% - 2.74% | 0.85% - 1.76% | |||||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||||||
Summary of the Company's non-vested restricted stock | ' | ||||||||||||||||
Shares | Weighted- | ||||||||||||||||
average | |||||||||||||||||
purchase price | |||||||||||||||||
per share | |||||||||||||||||
Non-vested at December 31, 2012 | 362,596 | $ | 0.04 | ||||||||||||||
Vested | (316,535 | ) | $ | 0.04 | |||||||||||||
Non-vested at September 30, 2013(1) | 46,061 | $ | 0.09 | ||||||||||||||
(1) Excludes 177,955 shares of non-vested restricted stock remaining from the early exercise of stock options as of September 30, 2013. |
Summary_of_significant_account2
Summary of significant accounting policies (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Dec. 31, 2011 | Aug. 31, 2013 |
NPM | NPM | ||||
Summary of significant accounting policies | ' | ' | ' | ' | ' |
Number of shares of common stock sold in IPO | ' | 6,800,000 | ' | ' | ' |
Public offering price of common shares (in dollars per share) | ' | $16 | ' | ' | ' |
Number of shares issued upon the exercise of option by underwriters | 1,020,000 | ' | ' | ' | ' |
Net proceeds from the IPO | $113.70 | ' | ' | ' | ' |
Reverse stock split ratio of the common stock | ' | ' | 0.303 | ' | ' |
Number of shares of common stock issued upon automatic conversion of outstanding convertible preferred stock | ' | 19,114,241 | ' | ' | ' |
Basis of Presentation | ' | ' | ' | ' | ' |
Percentage of Ownership interest not owned by the entity | ' | ' | ' | ' | 50.00% |
Ownership percentage (as a percent) | ' | ' | ' | 50.00% | ' |
Fair_value_of_financial_instru2
Fair value of financial instruments (Details) (Recurring, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Total | ' | ' |
Fair value of financial instruments | ' | ' |
Money market funds, included in cash equivalents | $52,901 | $2 |
Significant other observable inputs (Level 2) | ' | ' |
Fair value of financial instruments | ' | ' |
Money market funds, included in cash equivalents | $52,901 | $2 |
Property_and_equipment_Details
Property and equipment (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Property and equipment | ' | ' |
Property and equipment, gross | $558 | $533 |
Less accumulated depreciation and amortization | -312 | -206 |
Property and equipment, net | 246 | 327 |
Laboratory equipment | ' | ' |
Property and equipment | ' | ' |
Estimated useful life | '4 years | ' |
Property and equipment, gross | 314 | 314 |
Furniture and fixtures | ' | ' |
Property and equipment | ' | ' |
Estimated useful life | '5 years | ' |
Property and equipment, gross | 90 | 90 |
Office and computer equipment | ' | ' |
Property and equipment | ' | ' |
Estimated useful life | '3 years | ' |
Property and equipment, gross | 85 | 85 |
Leasehold improvements | ' | ' |
Property and equipment | ' | ' |
Property and equipment, gross | $69 | $44 |
Accrued_liabilities_Details
Accrued liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued liabilities | ' | ' |
Payroll and employee-related costs | $643 | $302 |
Professional fees | 486 | ' |
Research and development costs | 621 | 333 |
Other | 170 | 129 |
Total | $1,920 | $764 |
Net_loss_per_common_share_Deta
Net loss per common share (Details) | 3 Months Ended | 9 Months Ended | 57 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Convertible preferred stock | ' | ' | ' | ' | ' |
Net loss per common share | ' | ' | ' | ' | ' |
Amounts excluded from the calculation of diluted weighted-average shares outstanding due to anti dilutive effect (in shares) | 19,114,241 | 4,829,544 | 19,114,241 | 4,829,544 | 19,114,241 |
Special Participation Stock | ' | ' | ' | ' | ' |
Net loss per common share | ' | ' | ' | ' | ' |
Amounts excluded from the calculation of diluted weighted-average shares outstanding due to anti dilutive effect (in shares) | 0 | 10,000 | 0 | 10,000 | 0 |
Outstanding stock options | ' | ' | ' | ' | ' |
Net loss per common share | ' | ' | ' | ' | ' |
Amounts excluded from the calculation of diluted weighted-average shares outstanding due to anti dilutive effect (in shares) | 1,775,593 | 551,128 | 1,775,593 | 551,128 | 1,775,593 |
Unvested restricted stock | ' | ' | ' | ' | ' |
Net loss per common share | ' | ' | ' | ' | ' |
Amounts excluded from the calculation of diluted weighted-average shares outstanding due to anti dilutive effect (in shares) | 224,019 | 761,875 | 224,019 | 761,875 | 224,019 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 1 Months Ended | |||||
Nov. 30, 2013 | Jul. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | |
Series B-1 convertible preferred stock | Series A-2 preferred stock | Series A-3 preferred stock | Series A-4 preferred stock | Series B preferred stock | ||
Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Number of shares issued and sold | 6,800,000 | 8,636,362 | 6,100,000 | 1,764,706 | 1,538,461 | 12,500,000 |
Purchase price (in dollars per share) | $16 | $2.20 | $1.15 | $1.70 | $1.30 | $2 |
Aggregate purchase price | ' | $18,999,996 | $7,015,000 | $3,000,000 | $1,999,999 | $25,000,000 |
Stockbased_compensation_Detail
Stock-based compensation (Details) (Plan) | 9 Months Ended |
Sep. 30, 2013 | |
Stock-based compensation | ' |
Number of shares of common stock authorized for issuance under the Plan | 2,763,271 |
Number of shares available for issuance under the Plan | 191,994 |
Stock option | ' |
Stock-based compensation | ' |
Expiration period | '10 years |
Stock option | Percent vesting one calendar year from vesting start date | ' |
Stock-based compensation | ' |
Vesting percentage | 25.00% |
Stock option | Percentage vesting on the first day of each month after one calendar year | ' |
Stock-based compensation | ' |
Vesting percentage | 2.08% |
Stockbased_compensation_Detail1
Stock-based compensation (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 57 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Total stock-based compensation expense recognized in connection with all share-based payment awards | ' | ' | ' | ' | ' |
Total | $1,323 | $156 | $1,769 | $329 | $2,492 |
Research and development | ' | ' | ' | ' | ' |
Total stock-based compensation expense recognized in connection with all share-based payment awards | ' | ' | ' | ' | ' |
Total | 949 | 151 | 1,338 | 305 | 2,013 |
General and administrative | ' | ' | ' | ' | ' |
Total stock-based compensation expense recognized in connection with all share-based payment awards | ' | ' | ' | ' | ' |
Total | $374 | $5 | $431 | $24 | $479 |
Stockbased_compensation_Detail2
Stock-based compensation (Details 3) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Stock option | ' | ' |
Shares | ' | ' |
Outstanding at the beginning of the period (in shares) | 691,367 | ' |
Granted (in shares) | 1,268,757 | ' |
Exercised (in shares) | -138,636 | ' |
Forfeited (in shares) | -45,895 | ' |
Outstanding at the end of the period (in shares) | 1,775,593 | ' |
Exercisable at the end of the period (in shares) | 281,035 | ' |
Vested and expected to vest at the end of the period (in shares) | 1,637,094 | ' |
Weighted-average price per share | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | $0.46 | ' |
Granted (in dollars per share) | $4.69 | ' |
Exercised (in dollars per share) | $2.41 | ' |
Forfeited (in dollars per share) | $1.49 | ' |
Outstanding at the end of the period (in dollars per share) | $3.30 | ' |
Exercisable at the end of the period (in dollars per share) | $0.23 | ' |
Vested and expected to vest at the end of the period (in dollars per share) | $3.30 | ' |
Weighted-average remaining contractual term | ' | ' |
Outstanding at the end of the period | '9 years 3 months 18 days | ' |
Exercisable at the end of the period | '7 years 8 months 12 days | ' |
Vested and expected to vest at the end of the period | '9 years 3 months 18 days | ' |
Aggregate intrinsic value | ' | ' |
Outstanding at the end of the period | $15,768 | ' |
Exercisable at the end of the period | 3,354 | ' |
Vested and expected to vest at the end of the period | $14,555 | ' |
Assumptions used to estimate fair value of each employee and non-employee stock award using the Black Scholes option pricing model | ' | ' |
Expected dividend yield (as a percent) | 0.00% | 0.00% |
Stock option | Minimum | ' | ' |
Assumptions used to estimate fair value of each employee and non-employee stock award using the Black Scholes option pricing model | ' | ' |
Expected volatility (as a percent) | 85.00% | 75.00% |
Expected term | '6 years 3 months | '6 years 3 months |
Risk-free interest rate (as a percent) | 1.07% | 0.85% |
Stock option | Maximum | ' | ' |
Assumptions used to estimate fair value of each employee and non-employee stock award using the Black Scholes option pricing model | ' | ' |
Expected volatility (as a percent) | 93.00% | 92.00% |
Expected term | '10 years | '10 years |
Risk-free interest rate (as a percent) | 2.74% | 1.76% |
Non-vested restricted stock | ' | ' |
Aggregate intrinsic value | ' | ' |
Issuance of non-vested restricted stock pursuant to the exercise of stock options prior to vesting | 63,636 | ' |
Shares | ' | ' |
Non-vested at the beginning of the period (in shares) | 362,596 | ' |
Vested (in shares) | -316,535 | ' |
Non-vested at the end of the period (in shares) | 46,061 | ' |
Weighted-average purchase price per share | ' | ' |
Non-vested at the beginning of the period (in dollars per share) | $0.04 | ' |
Vested (in dollars per share) | $0.04 | ' |
Non-vested at the end of the period (in dollars per share) | $0.09 | ' |
Shares of non-vested restricted stock remaining from the early exercise of stock options | 177,955 | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent event, 2013 Plan) | 1 Months Ended |
Oct. 31, 2013 | |
Minimum | ' |
Subsequent Events | ' |
Number of shares of Common Stock reserved for issuance under the Plan | 969,696 |
Annual increase in number of additional shares authorized under the Plan through December 31, 2023 | 1,939,393 |
Percentage applied to the outstanding shares as annual increase in the number of shares authorized for issuance | 0.04 |
Maximum | ' |
Subsequent Events | ' |
Number of additional shares authorized under the 2010 Plan | 2,126,377 |