EX-10.1



 Exhibit 10.1 

KARYOPHARM THERAPEUTICS INC. 

CONTROLLED EQUITY OFFERINGSM 

AMENDMENT NO. 1 TO 

SALES AGREEMENT 

November 7, 2016 
 Cantor
Fitzgerald & Co. 
 499 Park Avenue 
 New York, NY
10022 
 Ladies and Gentlemen: 
 Reference is
made to the Sales Agreement, dated December 7, 2015, including the Schedules thereto (the “Sales Agreement”), between Cantor Fitzgerald & Co. (“CF&Co”) and Karyopharm Therapeutics Inc., a Delaware
corporation (the “Company”), pursuant to which the Company agreed to sell through CF&Co, as sales agent, shares of common stock, par value $0.0001 per share, of the Company. All capitalized terms used in this Amendment
No. 1 to Sales Agreement between CF&Co and the Company (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. CF&Co and the Company agree as
follows: 
 A. Amendments to Sales Agreement. The Sales Agreement is amended as follows: 

1. The first paragraph of Section 1 of the Sales Agreement is hereby amended and restated as follows: 

The Company agrees that, from time to time on or after November 7, 2016 and during the term of this Agreement, on the terms and subject
to the conditions set forth herein, it may issue and sell through the Agent, shares of common stock (the “Placement Shares”) of the Company, par value $0.0001 per share (the “Common Stock”), having an
aggregate offering price of up to $50,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or
dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of
Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock
permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the
lesser of (a), (b), (c) and (d), the “Maximum Amount”). Such amount of Placement Shares available for offer and sale are in addition to any offers and sales of Placement Shares made prior to the date hereof under
the Prospectus Supplement filed by the Company on May 19, 2016. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the
amount of Placement Shares 







 
issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement
Shares through Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company which registration statement initially became effective upon filing with the Securities and Exchange Commission (the
“Commission”) on January 5, 2015, which was subsequently amended on March 15, 2016 and May 17, 2016, and such post-effective amendment filed on May 17, 2016 was declared effective by the
Commission on May 17, 2016, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Common Stock. 

2. The first sentence of the second paragraph of Section 1 of the Sales Agreement is hereby amended and restated as
follows: 
 The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities
Act”) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3, as amended (File No. 333-201366), including a base prospectus,
relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder. 

3. The second and third sentences of Section 6(a) of the Sales Agreement are hereby amended and restated as follows: 

The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. 

4. Section 6(v) of the Sales Agreement is hereby amended and restated as follows: 

At the time the Registration Statement became effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed
with the Commission, the Company met the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, Instruction I.B.1 of Form S-3. The Company satisfies the pre-1992 eligibility requirements for the
use of a registration statement on Form S-3 in connection with this offering (the pre-1992 eligibility requirements for the use of the registration statement on Form S-3 include (i) having a non-affiliate, public common equity float of at least
$150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares and (ii) having been subject to the Exchange Act reporting requirements for a period of 36 months).
The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10
information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company. From the time of the initial filing of the Company’s first
registration statement with the Commission through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).


  
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 5. Schedule 1 is amended by adding “, as amended on November 7, 2016”
immediately after “December 7, 2015”. 
 B. Prospectus Supplement. The Company shall file a Prospectus Supplement pursuant
to Rule 424(b) of the Securities Act reflecting this Amendment within two Business Days of the date hereof. 
 C. No Other
Amendments. Except as set forth in Part A above, all the terms and provisions of the Sales Agreement shall continue in full force and effect. 

D. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission. 

E. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York
without regard to the principles of conflicts of laws. 
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 If the foregoing correctly sets forth the understanding between us, please so indicate in the
space provided below for that purpose. 
  

			
	Very truly yours,
	
	KARYOPHARM THERAPEUTICS INC.
		
	By:	 	 /s/ Justin A. Renz

		 	Name: Justin A. Renz
		 	 Title: Executive Vice President and Chief

          Financial Officer

	
	ACCEPTED as of the date first above written:
	
	CANTOR FITZGERALD & CO.
		
	By:	 	 /s/ Jeffrey Lumby

		 	Name: Jeffrey Lumby
		 	Title: Senior Managing Director