Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Karyopharm Therapeutics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
48576U106
(CUSIP Number)
Simon Prisk, Esq.
150 East 58th Street, 22nd Floor
New York, NY 10155
(212) 355-3333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
12/31/22
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 48576U106 | 13G | Page 2 of 11 pages |
| 1. | NAMES OF REPORTING PERSONS Chione Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
CYPRUS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
4,400,000 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
4,400,000 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO |
| CUSIP No. 48576U106 | 13G | Page 3 of 11 pages |
| 1. | NAMES OF REPORTING PERSONS Marcin Czernik
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
POLAND |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
4,400,000 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
4,400,000 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN, HC |
| CUSIP No. 48576U106 | 13G | Page 4 of 11 pages |
| 1. | NAMES OF REPORTING PERSONS Andreas Hadjimichael
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
CYPRUS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
4,400,000 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
4,400,000 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN, HC |
| CUSIP No. 48576U106 | 13G | Page 5 of 11 pages |
| 1. | NAMES OF REPORTING PERSONS Anastasis Nikolaou
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
CYPRUS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
4,400,000 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
4,400,000 |
| 9. | AGGREGATE AMOUNT BENEFICI ALLY OWNED BY EACH REPORTING PERSON
4,400,000 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☒
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN, HC |
| CUSIP No. 48576U106 | 13G | Page 6 of 11 pages |
| 1. | NAMES OF REPORTING PERSONS Wiaczeslaw Smolokowski
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐ | |
| 3. | SEC USE ONLY
| |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
POLAND |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | |
| 6. | SHARED VOTING POWER
4,400,000 | ||
| 7. | SOLE DISPOSITIVE POWER
0 | ||
| 8. | SHARED DISPOSITIVE POWER
4,400,000 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,400,000 | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9% | |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN, HC |
| CUSIP No. 48576U106 | 13G | Page 7 of 11 pages |
Item 1.
| (a) | Karyopharm Therapeutics Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices
85 Wells Avenue, 2nd Floor Newton, MA 02459 |
Item 2.
| (a) | Name of Person Filing
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
(i) Chione Ltd. (“Chione”)
(ii) Marcin Czernik
(iii) Andreas Hadjimichael
(iv) Anastasis Nikolaou
(v) Wiaczeslaw Smolokowski | |
| (b) | Address of the Principal Office or, if none, residence
(i) The principal office of each of the Reporting Persons (other than Mr. Smolokowski) is c/o Chione Ltd. Simou Menardou 5, Kifisia Court, 2nd Floor, Flat/Office 225, 6015 Larnaca, Cyprus.
(ii) The residence address of Mr. Smolokowski is Chalet Lenotchka, Chemin des Marais 1, Chesieres, Switzerland. | |
| (c) | Citizenship
(i) Chione is a Cyprus corporation.
(ii) Messrs. Hadjimichael and Anastasis Nikolaou are citizens of the Republic of Cyprus.
(iii) Messrs. Czernik and Smolokowski are citizens of the Republic of Poland. | |
| (d) | Title of Class of Securities
Common Stock | |
| (e) | CUSIP Number
48576U106
|
| CUSIP No. 048576U106 | 13G | Page 8 of 11 pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 4,400,000 shares. These shares of Common Stock are owned directly by Chione. Chione’s directors, Marcin Czernik, Andreas Hadjimichael and Anastasis Nikolaou, and its sole stockholder, Wiaczeslaw Smolokowski, may be deemed to share voting and investment power and beneficial ownership of such shares of Common Stock. Each of such directors and stockholder disclaims such voting and investment power and beneficial ownership | |
| (b) | Percent of class: 3.9%. See item 4(a) above. The percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on the 113,213,167 shares of Common Stock outstanding as of December 15, 2022, as reported in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 23, 2022. | |
| (c) | Number of shares as to which the person has:
Chione | |
| (i) Sole power to vote or to direct the vote 0. | ||
| (ii) Shared power to vote or to direct the vote 4,400,000. | ||
| (iii) Sole power to dispose or to direct the disposition of 0 | ||
| (iv) Shared power to dispose or to direct the disposition of 4,400,000 | ||
| Mr. Czernik |
| (i) Sole power to vote or to direct the vote 0. | ||
| (ii) Shared power to vote or to direct the vote 4,400,000. | ||
| (iii) Sole power to dispose or to direct the disposition of 0 | ||
| (iv) Shared power to dispose or to direct the disposition of 4,400,000 |
| CUSIP No. 048576U106 | 13G | Page 9 of 11 pages |
| Mr. Hadjimichael | ||
| (i) Sole power to vote or to direct the vote 0. | ||
| (ii) Shared power to vote or to direct the vote 4,400,000. | ||
| (iii) Sole power to dispose or to direct the disposition of 0 | ||
| (iv) Shared power to dispose or to direct the disposition of 4,400,000 | ||
| Mr. Nikolaou | ||
| (i) Sole power to vote or to direct the vote 0. | ||
(ii) Shared power to vote or to direct the vote 4,400,000. | ||
| (iii) Sole power to dispose or to direct the disposition of 0 | ||
|
(iv) Shared power to dispose or to direct the disposition of 4,400,000 |
| CUSIP No. 048576U106 | 13G | Page 10 of 11 pages |
| Mr. Smolokowski | ||
| (i) Sole power to vote or to direct the vote 0. | ||
| (ii) Shared power to vote or to direct the vote 4,400,000. | ||
| (iii) Sole power to dispose or to direct the disposition of 0 | ||
| (iv) Shared power to dispose or to direct the disposition of 4,400,000 |
See item 4(a) above.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
| CUSIP No. 048576U106 | 13G | Page 11 of 11 pages |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2023 | |
| Date |
| Chione Limited, by /s/ Shalom Leaf, | ||
| as attorney-in-fact | ||
| Marcin Czernik, by /s/ Shalom Leaf, | ||
| as attorney-in-fact | ||
| Andreas Hadjimichael, by /s/ Shalom Leaf, | ||
| as attorney-in-fact | ||
| Anastasis Nikolaou, by /s/ Shalom Leaf, | ||
| as attorney-in-fact | ||
| Wiaczeslaw Smolokowski, by /s/ Shalom Leaf, | ||
| as attorney-in-fact | ||
Exhibit Index