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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Verastem, Inc.
SEC Filings (Chronological Order)
이 페이지는 다른 곳에서 제공하는 소유권 보고서를 제외한 SEC 보고서의 전체 리스트를 시간 순으로 정리한 것입니다.
| May 29, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Verastem, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Verastem, Inc. 2014 Inducement Plan - Common stock, $0.0001 par value per share Other 600,000 $ 4.33 $ 2,598,000.00 0. |
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| May 29, 2026 |
As filed with the Securities and Exchange Commission on May 29, 2026 As filed with the Securities and Exchange Commission on May 29, 2026 Registration No. |
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| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2026 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 7, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2026 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| May 7, 2026 |
THIRD AMENDMENT TO LEASE AGREEMENT THIRD AMENDMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 12th day of March, 2026 (the “Effective Date”) by and between 117 Kendrick DE, LLC, a Delaware limited liability company (“Landlord”), and Verastem, Inc. |
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| May 7, 2026 |
Exhibit 99.1 Delivering Novel Therapies for RAS/MAPK Pathway-Driven Cancers C O R P O R A T E P R E S E N T A T I O N M A Y 2 0 2 6 2 FORWARD-LOOKING STATEMENTS This presentation includes forward-looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements related to the approval and co |
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| May 7, 2026 |
Exhibit 99.1 Verastem Oncology Reports First Quarter 2026 Financial Results and Highlights Recent Business Updates AVMAPKI® FAKZYNJA® CO-PACK net product revenues of $18.7 million Appointed Daniel Lyons as Chief Commercial Officer to lead next phase of commercial growth Initiated Phase 2 registration-directed trials “VS-7375 TARGET-D Clinical Program” in 2L PDAC, 2L/3L NSCLC and 2L+ CRC VS-7375 TA |
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| April 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Defin |
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| March 4, 2026 |
Exhibit 99.1 Delivering Novel Therapies for RAS/MAPK Pathway-Driven Cancers C O R P O R A T E P R E S E N T A T I O N M A R C H 2 0 2 6 2 FORWARD-LOOKING STATEMENTS This presentation includes forward-looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements related to the approval an |
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| March 4, 2026 |
DESCRIPTION OF THE REGISTRANT’S SECURITIES Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES DESCRIPTION OF CAPITAL STOCK General The following is a summary of information concerning the capital stock of Verastem, Inc. (“Verastem” or “the Company”). The summaries and descriptions below do not purport to be complete and are subject to and qualified in their entirety by reference to the Delaware General Corporation Law, the Company’s Re |
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| March 4, 2026 |
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT AND WAIVER October 31, 2025 Exhibit 10.49 AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT AND WAIVER October 31, 2025 This Amendment No. 1 to Note Purchase Agreement and Waiver (this “Amendment”), dated as of the date first set forth above, is entered into by and among Verastem, Inc., a Delaware corporation (“Issuer”), the Persons listed on the signature pages hereof under the heading “PURCHASERS” (each a “Purchaser” and, colle |
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| March 4, 2026 |
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT March 2, 2026 Exhibit 10.50 AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT March 2, 2026 This Amendment No. 2 to Note Purchase Agreement (this “Amendment”), dated as of the date first set forth above, is entered into by and among Verastem, Inc., a Delaware corporation (“Issuer”), the Persons listed on the signature pages hereof under the heading “PURCHASERS” (each a “Purchaser” and, collectively, the “Purchasers”), |
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| March 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2026 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| March 4, 2026 |
Exhibit 99.1 Verastem Oncology Reports Fourth Quarter and Full Year 2025 Financial Results and Highlights Recent Business Updates AVMAPKI™ FAKZYNJA™ CO-PACK net product revenues of $17.5 million for the fourth quarter of 2025 and $30.9 million for the full year 2025, following accelerated U.S. FDA approval in May 2025 Based on FDA guidance, Company to develop Phase 2 registration-directed protocol |
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| March 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-354 |
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| March 4, 2026 |
List of Registrant’s Subsidiaries Exhibit 21.1 List of Registrant’s Subsidiaries Verastem Securities Company, incorporated in Massachusetts, a wholly owned subsidiary. Verastem Europe GmbH, incorporated in Germany, a wholly owned subsidiary. |
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| February 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 4, 2026 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| February 4, 2026 |
Exhibit 99.1 Verastem Oncology Provides Preliminary Fourth Quarter and 2025 Revenue and Business Updates and Outlines 2026 Strategic Priorities for Novel Portfolio Targeting RAS/MAPK Pathway-Driven Cancers Based on preliminary, unaudited results, Verastem expects AVMAPKI™ FAKZYNJA™ CO-PACK net product revenues of approximately $17.5 million for the fourth quarter of 2025 and approximately $30.9 mi |
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| January 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2026 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| January 8, 2026 |
Delivering Novel Therapies for RAS/MAPK Pathway - Driven Cancers CORPORATE PRESENTATION JANUARY 2026 Exhibit 99.1 Delivering Novel Therapies for RAS/MAPK Pathway - Driven Cancers CORPORATE PRESENTATION JANUARY 2026 2 FORWARD - LOOKING STATEMENTS This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs an d product candidates, strategy, future plans and prospects, including statements related to the approval and commercializati |
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| December 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 29, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| December 31, 2025 |
Exhibit 99.1 Verastem Oncology Provides Update on RAMP 203 Phase 1/2 Clinical Trial for Advanced KRAS G12C Mutant Non-Small Cell Lung Cancer BOSTON-(BUSINESS WIRE)—Dec. 29, 2025—Verastem Oncology (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patients with RAS/MAPK pathway-driven cancers, today announced that following evaluation of interim data from the RAMP |
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| December 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| December 19, 2025 |
Exhibit 99.1 Verastem Oncology Announces Strategic Transition Plan to Accelerate Next Phase of Growth John Johnson, current board member, appointed to chairman of the board Michael Kauffman, MD, PhD, lead director since 2016, appointed to president of development Commercial launch progresses as RAMP 301 Phase 3 confirmatory trial in recurrent LGSOC completes additional patient enrollment; topline |
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| December 19, 2025 |
Exhibit 10.1 December 19, 2025 Matthew E. Ros RE: Separation from Employment Dear Matthew: As we have discussed, your employment with Verastem, Inc. (the “Company”) will terminate, effective as of December 19, 2025 (the “Separation Date”). Please consider this letter as written notice under Paragraph 10 of your Employment Agreement, dated January 14, 2025 (the “Employment Agreement”), that the Emp |
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| November 17, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-275408 PROSPECTUS SUPPLEMENT (To Prospectus dated November 20, 2023) 8,543,794 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,870,000 Shares of Common Stock We are offering 8,543,794 shares of our common stock, par value $0.0001 per share. The public offering price of each share of common stock is $7.25. We a |
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| November 17, 2025 |
Exhibit 1.1 8,543,794 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,870,000 Shares of Common Stock Verastem, Inc. UNDERWRITING AGREEMENT November 13, 2025 JEFFERIES LLC GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Lad |
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| November 17, 2025 |
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Exhibit 99.1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth estimates of the various expenses, other than any underwriting discounts and commissions, in connection with the sale and distribution of the securities being registered. Securities and Exchange Commission Registration Fee $ (1 ) Printing and related expe |
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| November 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 17, 2025 |
PRE-FUNDED WARRANT TO PURCHASE STOCK Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE STOCK Company: Verastem, Inc., a Delaware corporation Warrant No. PFW112025-[] Number of Shares: [], subject to adjustment Type/Series of Stock: Common Stock, $0.0001 par value per share Issue Date: November 17, 2025 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [] (together with any successor or permitted assignee or transferee of thi |
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| November 14, 2025 |
Common stock Pre-funded warrants to purchase common stock Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Dated November 13, 2025 Relating to Preliminary Prospectus Supplement Dated November 13, 2025 Registration Statement No. |
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| November 13, 2025 |
Subject to Completion, Dated November 13, 2025 TABLE OF CONTENTS The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| November 4, 2025 |
Exhibit 99.2 Delivering Novel Therapies for RAS/MAPK Pathway Driven Cancers Corporate Presentation | November 2025 2 Forward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs an d product candidates, strategy, future plans and prospects, including statements related to the approval and commercializat |
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| November 4, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 4, 2025 |
As filed with the Securities and Exchange Commission on November 4, 2025 As filed with the Securities and Exchange Commission on November 4, 2025 Registration No. |
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| November 4, 2025 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Verastem, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, $0.0001 par value per share Other 400,000 $ 8.81 $ 3,524,000.00 0.0001381 $ 486.66 Total Offering Amount |
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| November 4, 2025 |
Exhibit 99.1 Verastem Oncology Reports Third Quarter 2025 Financial Results and Highlights Recent Business Updates Achieved AVMAPKI™ FAKZYNJA™ CO-PACK net product revenue of $11.2 million VS-7375 cleared first two monotherapy dose levels with no dose-limiting toxicities reported; no nausea, vomiting or diarrhea greater than Grade 1 were observed Enrollment initiated for VS-7375 in combination with |
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| November 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| October 23, 2025 |
Exhibit 99.1 Verastem Oncology Announces Encouraging Preliminary Data from Ongoing Phase 1/2a Dose Escalation Trial of VS-7375, an Oral KRAS G12D (ON/OFF) Inhibitor, in Patients with KRAS G12D Mutant Solid Tumors First two monotherapy dose levels (400 mg QD and 600 mg QD) cleared, with no dose-limiting toxicities reported Promising anti-tumor activity observed in patients with various solid tumors |
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| October 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| October 20, 2025 |
Exhibit 99.1 Verastem Oncology Announces Updated Data from Partner GenFleet Therapeutics’ Phase 1/2 Monotherapy Study in China of GFH375 (VS-7375) in Advanced KRAS G12D Mutant Pancreatic Ductal Adenocarcinoma GFH375 resulted in a 41% ORR for patients with heavily pre-treated pancreatic ductal adenocarcinoma (68% had received 2 or more prior lines of therapy) at the 600 mg daily dose At month four, |
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| October 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| October 9, 2025 |
144 0001868760 XXXXXXXX LIVE 0001526119 Verastem, Inc. 001-35403 117 KENDRICK STREET SUITE 500 NEEDHAM MA 02494 (781) 292-4200 Bunn Paul A. Board Member Common Jefferies LLC 520 Madison Ave New York NY 10022 8333 74497.02 62000000 10/09/2025 NASDAQ Common 06/18/2024 Restricted Stock Grant Verastem, Inc. N 8333 06/18/2024 N/A Y All Sales are to be made pursuant to a previously signed/adopted 10b5-1 |
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| September 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| September 8, 2025 |
Exhibit 99.1 Delivering Novel Therapies for RAS/MAPK Pathway Driven Cancers Corporate Presentation | September 2025 2 Forward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements relate d to the approval and commercializa |
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| September 4, 2025 |
144 0001563202 XXXXXXXX LIVE 0001526119 Verastem, Inc. 001-35403 117 KENDRICK STREET SUITE 500 NEEDHAM MA 02494 (781) 292-4200 Paterson Dan Officer Director Common Raymond James & Associates 880 Carillon Parkway St. Petersburg FL 33716 31790 310429.00 63043373 09/17/2025 NASDAQ Common 03/11/2013 Acquired as Compensation - RSUs Issuer N 1262 03/11/2013 Compensation Common 08/01/2013 Acquired as Com |
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| August 13, 2025 |
VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 August 13, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Verastem, Inc. Registration Statement on Form S-3 (File No. 333-289399) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Sec |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 13, 2025 |
Exhibit 99.1 Verastem Oncology Announces Late-Breaking Abstract from Partner GenFleet Therapeutics’ Study in China of GFH375 (VS-7375) in Advanced Non-Small Cell Lung Cancer at IASLC 2025 World Conference on Lung Cancer GFH375 demonstrated an overall response rate (ORR) of 68.8% in non-small cell lung cancer (NSCLC) at the recommended Phase 2 dose of 600 mg QD GFH375 demonstrated an ORR of 57.7% i |
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| August 13, 2025 |
August 13, 2025 Daniel W. Paterson Chief Executive Officer Verastem, Inc. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 Re: Verastem, Inc. Registration Statement on Form S-3 Filed August 8, 2025 File No. 333-289399 Dear Daniel W. Paterson: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding reque |
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| August 12, 2025 |
Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| August 12, 2025 |
As filed with the Securities and Exchange Commission on August 12, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 12, 2025 Registration No. |
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| August 8, 2025 |
Shares of Common Stock (par value $0.0001 per share) Exhibit 1.2 Verastem, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement August 8, 2025 Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 Ladies and Gentlemen: WHEREAS, Cantor Fitzgerald & Co. (the “Agent”) and Verastem, Inc., a Delaware corporation (the “Company”) are parties to that certain Controlled Equity Offe |
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| August 8, 2025 |
As filed with the Securities and Exchange Commission on August 8, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 8, 2025 Registration No. |
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| August 8, 2025 |
Exhibit 4.8 VERASTEM, INC. and U.S. Bank TRUST COMPANY, National Association, as Trustee INDENTURE Dated as of [ ], [ ] TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.3. RULES OF CONSTRUCTION 5 ARTICLE 2. THE SECURITIES 6 2.1. ISSUABLE IN SERIES 6 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURI |
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| August 8, 2025 |
Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| August 8, 2025 |
Calculation of Filing Fee Tables S-3 Verastem, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effe |
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| August 7, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 7, 2025 |
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. |
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| August 7, 2025 |
Press Release issued by Verastem, Inc. on August 7, 2025 (furnished herewith). Verastem Oncology Reports Second Quarter 2025 Financial Results and Highlights Recent Business Updates Achieved AVMAPKI™ FAKZYNJA™ CO-PACK net product revenue of $2. |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 2, 2025 |
Verastem Oncology R&D Investor Event ASCO 2025 June 2, 2025 Exhibit 99.1 Verastem Oncology R&D Investor Event ASCO 2025 June 2, 2025 2 Forward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements relate d to the anticipated timing of a potential launch of avutometinib and defactin |
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| June 2, 2025 |
Exhibit 99.1 Verastem Oncology Announces Updated Data from Partner GenFleet Therapeutics’ Phase 1 Study in China of GFH375 (VS-7375), an Oral KRAS G12D (ON/OFF) Inhibitor In the study in China, GFH375 demonstrated an ORR of 52% in patients with pancreatic ductal adenocarcinoma and an ORR of 42% with non-small cell lung cancer Company activating sites in the U.S. for VS-7375 to begin enrollment in |
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| May 23, 2025 |
Exhibit 99.1 Verastem Oncology Announces Positive Updated Results from RAMP 205 Evaluating Avutometinib Plus Defactinib in Combination with Standard-of-Care Chemotherapy in Frontline Metastatic Pancreatic Ductal Adenocarcinoma Selected recommended Phase 2 dose: Dose level 1 demonstrated an ORR of 83% (10/12) in frontline metastatic pancreatic ductal adenocarcinoma Plans for registrational Phase 3 |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 20, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-287235 PROSPECTUS VERASTEM, INC. Up to 3,429,287 shares of Common Stock Up to 7,285,713 shares of Common Stock Underlying Pre-Funded Warrants This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified in this prospectus, including their transferees, pledgees, donees or |
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| May 16, 2025 |
VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 May 16, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Verastem, Inc. Registration Statement on Form S-3 (File No. 333-287235) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securi |
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| May 16, 2025 |
May 16, 2025 Daniel W. Paterson Chief Executive Officer Verastem, Inc. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 Re: Verastem, Inc. Registration Statement on Form S-3 Filed May 13, 2025 File No. 333-287235 Dear Daniel W. Paterson: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests f |
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| May 13, 2025 |
As filed with the Securities and Exchange Commission on May 13, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 13, 2025 Registration No. |
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| May 13, 2025 |
Press Release issued by Verastem, Inc. on May 13, 2025 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports First Quarter 2025 Financial Results and Highlights Recent Business Updates AVMAPKI™ FAKZYNJA™ CO-PACK launch underway following accelerated approval on May 8, 2025, for adult patients with KRAS-mutated recurrent LGSOC U.S. IND cleared for VS-7375, oral KRAS G12D (ON/OFF) inhibitor; expect to initiate Phase 1/2a study in mid-2025 Initial safety and efficacy r |
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| May 13, 2025 |
Filing Fee Table (filed herewith) Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value p |
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| May 13, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 8, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| May 8, 2025 |
Exhibit 99.1 FDA Approves the AVMAPKI™ FAKZYNJA™ Combination Therapy as the First-Ever Treatment for Adult Patients with KRAS-mutated Recurrent Low-Grade Serous Ovarian Cancer AVMAPKI plus FAKZYNJA to be commercially available by prescription as a convenient oral combination co-packaged together and will be known as “AVMAPKI FAKZYNJA CO-PACK” Accelerated approval, well ahead of the June 30, 2025 P |
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| April 25, 2025 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 25, 2025, is entered into by and among Verastem, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized |
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| April 25, 2025 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 25, 2025, by and among Verastem, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and del |
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| April 25, 2025 |
Verastem Oncology Announces $75 million Private Placement Exhibit 99.1 Verastem Oncology Announces $75 million Private Placement BOSTON–(BUSINESS WIRE) – April 25, 2025– Verastem Oncology (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patients with RAS/MAPK pathway-driven cancers, today announced that it has entered into a securities purchase agreement with certain institutional and accredited investors for a private |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 25, 2025 |
Exhibit 10.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEE |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Defin |
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| March 28, 2025 |
VERASTEM, INC. Up to 1,416,939 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-285972 PROSPECTUS VERASTEM, INC. Up to 1,416,939 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time of up to 1,416,939 shares of our common stock par value $0.0001 per share (the “Common Stock”) by the selling stockholders identified in this prospectus, including their transf |
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| March 26, 2025 |
March 26, 2025 Daniel Paterson Chief Executive Officer Verastem, Inc. 117 Kendrick Street, Suite 500 Needham, MA 02494 Re: Verastem, Inc. Registration Statement on Form S-3 Filed March 20, 2025 File No. 333-285972 Dear Daniel Paterson: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accelerati |
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| March 26, 2025 |
VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 March 26, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Verastem, Inc. Registration Statement on Form S-3 (File No. 333-285972) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Secu |
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| March 20, 2025 |
As filed with the Securities and Exchange Commission on March 20, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 20, 2025 Registration No. |
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| March 20, 2025 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES DESCRIPTION OF CAPITAL STOCK General The following is a summary of information concerning the capital stock of Verastem, Inc. (“Verastem” or “the Company”). The summaries and descriptions below do not purport to be complete and are subject to and qualified in their entirety by reference to the Delaware General Corporation Law, the Company’s Re |
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| March 20, 2025 |
Exhibit 19.1 Insider Trading Policy 1. BACKGROUND AND PURPOSE This Insider Trading Policy (the “Policy”) governs transactions in the securities of Verastem, Inc. (together with its subsidiaries, the “Company”) and the companies with which the Company engages in transactions or does business and the misuse of related confidential information. The Company’s Board of Directors has adopted this Policy |
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| March 20, 2025 |
Exhibit 10.20 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***] THIRD AMENDMENT TO LICENSE AGREEMENT FOR CKI27 This Third Amendment to License Agreement for CKI27 (this “Amendment”), effective as of May 10, 2023 (the “Amendment Effecti |
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| March 20, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 List of Registrant’s Subsidiaries Verastem Securities Company, incorporated in Massachusetts, a wholly owned subsidiary. Verastem Europe GmbH, incorporated in Germany, a wholly owned subsidiary. |
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| March 20, 2025 |
Exhibit 10.44 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. COLLABORATION AND OPTION AGREEMENT by and between VERASTEM, INC. and GENFLEET THERAPEUTICS (SHANGHAI), INC. dated as of August 24, 2023 TABLE OF CONTENTS ARTICLE 1 DEFINI |
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| March 20, 2025 |
Delivering Novel Therapies for RAS/MAPK Pathway Driven Cancers Corporate Presentation | March 2025 Exhibit 99.1 Delivering Novel Therapies for RAS/MAPK Pathway Driven Cancers Corporate Presentation | March 2025 2 Forward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements relate d to the anticipated timing of a potent |
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| March 20, 2025 |
Exhibit 10.18 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***] 1st Amendment to LICENSE AGREEMENT FOR CKI27 This 1st Amendment to License Agreement for CKI27 (“Agreement”) is made and entered into as of the date of last signature belo |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-354 |
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| March 20, 2025 |
Exhibit 10.19 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***] Verastem, Inc., and Chugai Pharmaceutical Co., Ltd. SECOND AMENDMENT TO LICENSE AGREEMENT THIS SECOND AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is effective as of |
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| March 20, 2025 |
Press Release issued by Verastem, Inc. on March 20, 2025 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports Fourth Quarter and Full Year 2024 Financial Results and Highlights Recent Business Updates Avutometinib plus defactinib granted priority review by FDA in December 2024, under the accelerated approval pathway, for KRAS mutant recurrent LGSOC; PDUFA action date set for June 30, 2025 Filed an investigational new drug application in the U.S. for VS-7375, an oral |
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| March 20, 2025 |
Filing Fee Table (filed herewith) Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 20, 2025 |
Exhibit 10.13 SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 1st day of November, 2024 (the “Effective Date”) by and between 117 Kendrick DE, LLC, a Delaware limited liability company (“Landlord”), and Verastem, Inc., a Delaware corporation (“Tenant”). Recitals A.Landlord, as the successor-in-interest to Intercontinental Fund III 1 |
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| March 20, 2025 |
Form of Restricted Stock Unit Agreement under the Amended and Restated 2021 Equity Incentive Plan. Exhibit 10.45 Name: [] Number of Restricted Stock Units: [] Date of Grant: [] Vesting Commencement Date: [] VERASTEM, INC. 2021 Equity Incentive Plan Restricted Stock Unit Agreement This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Verastem, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuan |
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| February 14, 2025 |
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| February 13, 2025 |
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G EX-99 2 verastem99.htm EXHIBIT 99 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amen |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 23, 2025 |
Exhibit 99.1 Delivering Novel Therapies for RAS/MAPK Pathway Driven Cancers January 2025 Corporate Presentation 2 Disclaimers Forward-Looking Statements This presentation includes forward-looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements related to the anticipated timing of a |
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| January 21, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of January 14, 2025 (the “Effective Date”), is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Matthew E. Ros, (the “Executive”). WHEREAS, the Executive has certain experience and expertise t |
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| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 13, 2025 |
Exhibit 99.1 Verastem Oncology Announces Debt Refinancing with Oberland Capital and Strategic Commercialization Partnership with IQVIA to Support Potential Launch in Recurrent KRAS Mutant Low-Grade Serous Ovarian Cancer in Mid-2025 Company cash, cash equivalents, and investments of $88.8 million as of December 31, 2024; pro forma cash position of $128.6 million including debt refinancing and equit |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 13, 2025 |
Exhibit 10.1 Execution Version NOTE PURCHASE AGREEMENT dated as of January 13, 2025 among VERASTEM, INC. as Issuer, THE OTHER OBLIGORS PARTY HERETO, THE PURCHASERS PARTY HERETO, and RGCM SA LLC as Purchaser Agent Table of Contents Page Article I ACCOUNTING AND OTHER TERMS 1 Article II Notes; Terms of Payment; Revenue Participation 2 Section 2.1 Purchase and Sale of Notes 2 Section 2.2 Payments of |
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| January 13, 2025 |
Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agree |
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| November 14, 2024 |
SC 13G/A 1 ea0221047-13ga2soleus3veras.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* VERASTEM, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che |
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| November 14, 2024 |
VSTM / Verastem, Inc. / Flynn James E Passive Investment SC 13G/A 1 e664016sc13ga-verastem.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) * Verastem, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 20 |
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| November 14, 2024 |
VSTM / Verastem, Inc. / Alyeska Investment Group, L.P. Passive Investment SC 13G 1 alyeska-vstm093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| November 14, 2024 |
VSTM / Verastem, Inc. / VIKING GLOBAL INVESTORS LP Passive Investment SC 13G/A 1 sayw2411142613ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 2) Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of S |
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| November 14, 2024 |
SC 13G/A 1 sc13ga707422vstm11142024.htm AMENDMENT NO. 7 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 7)1 Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value pe |
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| November 14, 2024 |
VSTM / Verastem, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 ss4113291sc13ga.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Verastem, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Chec |
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| November 13, 2024 |
VSTM / Verastem, Inc. / Stonepine Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| November 12, 2024 |
VSTM / Verastem, Inc. / Adage Capital Management, L.P. Passive Investment SC 13G/A 1 p24-3037sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verastem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024** (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| November 8, 2024 |
VSTM / Verastem, Inc. / BlackRock, Inc. Passive Investment us92337c2035110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) VERASTEM INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 92337C203 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| November 6, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 6, 2024 |
Press Release issued by Verastem, Inc. on November 6, 2024 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports Third Quarter 2024 Financial Results and Highlights Recent Business Updates Completed rolling NDA submission for avutometinib and defactinib combination in recurrent KRAS mutant low-grade serous ovarian cancer in October 2024 Company seeking accelerated approval and priority review of its NDA submission for patients with KRAS mutant low-grade serous ovarian c |
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| October 24, 2024 |
VSTM / Verastem, Inc. / BlackRock, Inc. Passive Investment us92337c2035102424.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) VERASTEM INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 92337C203 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| October 17, 2024 |
Exhibit 99.2 1 Avutometinib and Defactinib in Recurrent Low - Grade Serous Ovarian Cancer (LGSOC) October 17, 2024 Corporate Update Call Amanda, real patient living with recurrent LGSOC Diagnosed at 26 with LGSOC 2 Forward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs an d product candidates, str |
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| October 17, 2024 |
Exhibit 99.1 In Collaboration With Efficacy and Safety of Avutometinib ± Defactinib in Recurrent Low - Grade Serous Ovarian Cancer: Primary Analysis of ENGOT - OV60/GOG - 3052/RAMP 201 Susana N. Banerjee , Carol Aghajanian, Els Van Nieuwenhuysen, Alessandro D. Santin, Kari L. Ring, Nicoletta Colombo, Premal H. Thaker, Emily N. Prendergast, Kathleen N. Moore, Hye Sook Chon, Andrew R. Clamp, David M |
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| October 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 17, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| October 17, 2024 |
Exhibit 99.3 Verastem Oncology Presents Positive Updated RAMP 201 Data for Avutometinib and Defactinib Combination in Recurrent Low-Grade Serous Ovarian Cancer at the International Gynecologic Cancer Society (IGCS) 2024 Annual Meeting Robust overall response rates observed (31% overall, 44% in KRAS mutant, 17% in KRAS wild-type) in patients whose cancer had progressed despite prior treatment with |
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| August 8, 2024 |
Amended and Restated 2021 Equity Incentive Plan. Exhibit 10.1 VERASTEM, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN 1.DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2.PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3.A |
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| August 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 8, 2024 |
Press Release issued by Verastem, Inc. on August 8, 2024 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports Second Quarter 2024 Financial Results and Highlights Recent Business Updates Initiated rolling NDA submission for avutometinib and defactinib combination in recurrent low-grade serous ovarian cancer in Q2 2024 with plans to complete the submission with mature data from all patients in RAMP 201 trial in H2 2024 Presented positive initial interim safety and eff |
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| July 29, 2024 |
VSTM / Verastem, Inc. / Stonepine Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) July 24, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| July 25, 2024 |
Exhibit 1.1 Verastem, Inc. 13,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase 5,000,000 Shares of Common Stock Warrants to Purchase 18,333,334 Shares of Common Stock ($0.0001 par value per share) Underwriting Agreement July 23, 2024 Guggenheim Securities, LLC Cantor Fitzgerald & Co. As Representatives of the several Underwriters listed on Schedule I hereto c/o Guggenheim Securities, |
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| July 25, 2024 |
Exhibit 4.2 WARRANT TO PURCHASE STOCK Company: Verastem, Inc., a Delaware corporation Warrant No. 2024-[] Number of Shares: [], subject to adjustment Type/Series of Stock: Common Stock, $0.0001 par value per share Warrants Price (“Exercise Price”): $3.50 per Share, subject to adjustment as provided herein Issue Date: July 25, 2024 Expiration Date: January 25, 2026 THIS WARRANT CERTIFIES THAT, for |
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| July 25, 2024 |
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Exhibit 99.1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth estimates of the various expenses, other than any underwriting discounts and commissions, in connection with the sale and distribution of the securities being registered. Securities and Exchange Commission Registration Fee $ (1) Printing and related expen |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| July 25, 2024 |
Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE STOCK Company: Verastem, Inc., a Delaware corporation Warrant No. 2024-[] Number of Shares: [], subject to adjustment Type/Series of Stock: Common Stock, $0.0001 par value per share Issue Date: July 25, 2024 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [] (together with any successor or permitted assignee or transferee of this warrant |
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| July 24, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-275408 PROSPECTUS SUPPLEMENT (To Prospectus dated November 20, 2023) 13,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase up to 5,000,000 Shares of Common Stock Warrants to Purchase up to 18,333,334 Shares of Common Stock We are offering 13,333,334 shares of our common stock, par value $0.0001 per shar |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| July 23, 2024 |
Subject to Completion, Dated July 23, 2024 TABLE OF CONTENTS The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 26, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 26, 2024 |
Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers June 2024 Corporate Presentation Exhibit 99.1 Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers June 2024 Corporate Presentation 2 Disclaimers F orward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements relate d to the timing, scope and pro |
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| May 30, 2024 |
Filing Fee Table (filed herewith) Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value p |
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| May 30, 2024 |
As filed with the Securities and Exchange Commission on May 30, 2024 As filed with the Securities and Exchange Commission on May 30, 2024 Registration No. |
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| May 24, 2024 |
Exhibit 99.1 Verastem Oncology Announces the Initiation of a Rolling Submission of NDA to FDA Seeking Accelerated Approval of Avutometinib and Defactinib Combination for the Treatment of Adult Patients with Recurrent KRAS Mutant Low-Grade Serous Ovarian Cancer Plan to complete NDA submission with the mature RAMP 201 dataset, anticipated to include 12 months of follow-up, in the second half of 2024 |
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| May 24, 2024 |
Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers May 2024 Corporate Presentation Exhibit 99.2 Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers May 2024 Corporate Presentation 2 Disclaimers F orward - Looking This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs an d product candidates, strategy, future plans and prospects, including statements related to the timing of the planned rolling New |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 23, 2024 |
Exhibit 99.1 Verastem Oncology Announces Positive Initial Interim Safety and Efficacy Results from RAMP 205 Trial Evaluating Avutometinib Plus Defactinib in Combination with Gemcitabine and Nab-paclitaxel in First-Line Metastatic Pancreatic Cancer 83% (5/6) of patients achieved a confirmed partial response in cohort 1, the most mature dose level; one dose-limiting toxicity was observed, however, t |
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| May 9, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 9, 2024 |
Press Release issued by Verastem, Inc. on May 9, 2024 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports First Quarter 2024 Financial Results and Highlights Recent Business Updates Plan to announce topline RAMP 201 data with the start of planned rolling NDA submission for avutometinib and defactinib combination in recurrent low-grade serous ovarian cancer in Q2 2024 FDA Fast Track Designation granted for avutometinib in combination with adagrasib for the treatme |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Defin |
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| April 9, 2024 |
Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers April 2024 Corporate Presentation Exhibit 99.1 Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers April 2024 Corporate Presentation 2 Disclaimers Forward - Looking This presentation includes forward - looking statements about Verastem Oncology’s programs and product candidates, strategy, futur e plans and prospects, including statements related to the expected outcome and benefits of collaborations, including with GenFl |
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| April 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 9, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-354 |
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| March 14, 2024 |
Press Release issued by Verastem, Inc. on March 14, 2024 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports Fourth Quarter and Full Year 2023 Financial Results and Highlights Recent Business Updates Initiated confirmatory Phase 3 RAMP 301 trial evaluating avutometinib and defactinib combination in recurrent low-grade serous ovarian cancer; on track to submit rolling NDA for accelerated approval in H1 2024; preparations underway for potential commercial launch in 20 |
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| March 14, 2024 |
Filing Fee Table (filed herewith) Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value p |
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| March 14, 2024 |
Policy for Recoupment of Incentive Compensation Exhibit 97.1 VERASTEM, INC. Policy for Recoupment of Incentive Compensation 1. Introduction In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations thereunder, the Board of Directors (the “Board”) of Verastem, Inc. (the “Company”) has adopted this policy (the “Policy”) providing for the Company’s recoupment of certain incentive-ba |
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| March 14, 2024 |
As filed with the Securities and Exchange Commission on March 14, 2024 As filed with the Securities and Exchange Commission on March 14, 2024 Registration No. |
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| March 14, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 List of Registrant’s Subsidiaries Verastem Securities Company, incorporated in Massachusetts, a wholly owned subsidiary. Verastem Europe GmbH, incorporated in Germany, a wholly owned subsidiary. |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERASTEM, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.0001 par value (Title of Class of Securities) 92337C 203 (CUSIP Number of Class of Sec |
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| February 14, 2024 |
US92337C2035 / Verastem Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 ss3005762sc13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verastem, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 92337C203 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check |
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| February 14, 2024 |
US92337C2035 / Verastem Inc / VIKING GLOBAL INVESTORS LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 1) Verastem, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Numb |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 6)1 Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) December |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 92337C203 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| February 8, 2024 |
Form of Email Notice Regarding Rejection of Options for Exchange. Exhibit (a)(1)(I) FORM OF EMAIL NOTICE REGARDING REJECTION OF OPTIONS FOR EXCHANGE From: Verastem, Inc. |
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| February 8, 2024 |
Offer to Exchange Certain Outstanding Options for New Options, dated February 8, 2024. Exhibit (a)(1)(A) VERASTEM, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS February 8, 2024 VERASTEM, INC. Offer to Exchange Certain Outstanding Options for New Options This offer and withdrawal rights will expire at 11:59 p.m., Eastern Time, on March 8, 2024, unless we extend the expiration date. Verastem, Inc., a Delaware corporation (“Verastem,” the “Company,” “we,” “us,” or |
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| February 8, 2024 |
Form of Email Confirming Receipt of Election Form. Exhibit (a)(1)(E) FORM OF EMAIL CONFIRMING RECEIPT OF ELECTION FORM From: Verastem, Inc. |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERASTEM, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.0001 par value (Title of Class of Securities) 92337C 203 (CUSIP Number of Class of Securities’ Underlyin |
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| February 8, 2024 |
Form of Email to Eligible Holders Confirming Acceptance of Eligible Options. Exhibit (a)(1)(H) FORM OF EMAIL TO ELIGIBLE HOLDERS CONFIRMING ACCEPTANCE OF ELIGIBLE OPTIONS From: Verastem, Inc. |
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| February 8, 2024 |
Exhibit (a)(1)(C) VERASTEM, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS ELECTION FORM THE OFFER EXPIRES AT 11:59 P.M., EASTERN TIME, ON MARCH 8, 2024, UNLESS THE OFFER IS EXTENDED Before completing and signing this election form, please make sure you received, read and understood the documents that comprise this offer to exchange certain outstanding options to purcha |
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| February 8, 2024 |
Form of Reminder Email to Eligible Holders Regarding the Expiration of the Exchange Offer. Exhibit (a)(1)(G) FORM OF REMINDER EMAIL TO ELIGIBLE HOLDERS REGARDING THE EXPIRATION OF THE EXCHANGE OFFER From: Verastem, Inc. |
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| February 8, 2024 |
Form of Announcement Email to Eligible Holders. Exhibit (a)(1)(B) FORM OF ANNOUNCEMENT EMAIL TO ELIGIBLE HOLDERS Subject: Verastem, Inc. |
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| February 8, 2024 |
Form of Expiration Notice Email. Exhibit (a)(1)(J) FORM OF EXPIRATION NOTICE EMAIL From: Verastem, Inc. Re: Expiration of the Exchange Offer The Exchange Offer described in the Offer to Exchange Certain Outstanding Options for New Options, dated February 8, 2024 (the “Offering Documents”), has expired, and no additional Election Forms or Notices of Withdrawal may be submitted. If you are an Eligible Holder and delivered a p |
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| February 8, 2024 |
EX-99.(A)(1)(K) 12 tm245226d1ex-a1k.htm EXHIBIT 99.(A)(1)(K) Exhibit (a)(1)(K) Offer to Exchange Certain Outstanding Options for New Options Employee Presentation February 2024 2 The Option Exchange Program is being made pursuant to the terms and conditions set forth in the Verastem , Inc. Tender Offer Statement on Schedule TO, including the Offer to Exchange and other related materials filed with |
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| February 8, 2024 |
Form of Email Confirming Receipt of Notice of Withdrawal of Election Form. Exhibit (a)(1)(F) FORM OF EMAIL CONFIRMING RECEIPT OF NOTICE OF WITHDRAWAL OF ELECTION FORM From: Verastem, Inc. |
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| February 8, 2024 |
Notice of Withdrawal of Election Form. Exhibit (a)(1)(D) INSTRUCTIONS TO NOTICE OF WITHDRAWAL OF ELECTION FORM If you previously elected to accept the offer by Verastem, Inc. |
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| February 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM SC TO (Form Type) VERATEM, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 – Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 6,518,983 (1) 0.0001476 (2) $ 962.20 (2) Fees Previously Paid — — Total Transaction Valuation $ 6,518,983 (1) Total Fees Due for Filing $ 962.20 (2) Total Fees P |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verastem, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92337C203 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 29, 2024 |
Exhibit 99.1 Verastem Oncology Outlines Key 2024 Strategic Priorities and Upcoming Catalysts for Advancing Avutometinib and Defactinib and Broader Pipeline in RAS Pathway-Driven Cancers January 29, 2024 at 7:00 AM EST Expect to Begin Rolling Submission of New Drug Application (NDA) for Accelerated Approval to FDA for Avutometinib and Defactinib Regimen in Recurrent Low-Grade Serous Ovarian Cancer |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 17, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 4, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| January 8, 2024 |
Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of January 4, 2024, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Le |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| November 16, 2023 |
VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 November 16, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Verastem, Inc. Registration Statement on Form S-3 (File No. 333-275408) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the S |
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| November 14, 2023 |
United States securities and exchange commission logo November 14, 2023 Daniel Paterson Chief Executive Officer Verastem, Inc. |
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| November 8, 2023 |
Filing Fee Table (filed herewith) Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par va |
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| November 8, 2023 |
As filed with the Securities and Exchange Commission on November 8, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 8, 2023 Registration No. |
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| November 8, 2023 |
Statement of Eligibility of Trustee Under Debt Indenture (filed herewith) Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| November 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 8, 2023 |
Press Release issued by Verastem, Inc. on November 8, 2023 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports Third Quarter 2023 Financial Results and Highlights Recent Company Progress Plan to Submit Application for Accelerated Approval for Avutometinib and Defactinib in Recurrent Low-Grade Serous Ovarian Cancer (LGSOC) in H1 2024 Expects to Begin Enrollment in Phase 3 Confirmatory Trial, RAMP 301, of Avutometinib and Defactinib in LGSOC in Q4 2023 Presented Additio |
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| November 8, 2023 |
Form of Indenture (filed herewith) Exhibit 4.6 VERASTEM, INC. and U.S. Bank TRUST COMPANY, National Association, as Trustee INDENTURE Dated as of [ ], [ ] TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.3. RULES OF CONSTRUCTION 5 ARTICLE 2. THE SECURITIES 6 2.1. ISSUABLE IN SERIES 6 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURI |
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| October 27, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 24, 2023, is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Daniel Calkins (the “Executive”). WHEREAS, the Executive has certain experience and expertise that qualify him to provide m |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| September 28, 2023 |
Exhibit 99.1 Verastem Presents Avutometinib and Defactinib Combination Program Updates at the 5th Annual RAS-Targeted Drug Development Summit Preclinical and Clinical Presentations Include Update on FRAME Study Low-Grade Serous Ovarian Cancer Efficacy Data BOSTON, MA – September 28, 2023 - Verastem Oncology, (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patie |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 28, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| September 12, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 12, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| September 12, 2023 |
Exhibit 99.1 Corporate Presentation September 2023 2 Disclaimers This presentation includes forward-looking statements about, among other things, Verastem Oncology’s programs and product candidates, including anticipated regulatory submissions, approvals, performance and potential benefits of Verastem Oncology’s product candidates, as well as Verastem Oncology’s potential income under its asset pu |
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| August 31, 2023 |
US92337C2035 / Verastem Inc / ADAGE CAPITAL PARTNERS GP, L.L.C. - VERASTEM, INC. Passive Investment SC 13G 1 p23-2322sc13g.htm VERASTEM, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verastem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92337C203 (CUSIP Number) August 21, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box |
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| August 10, 2023 |
VSTM / Verastem Inc / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 8, 2023 |
Exhibit 10.3 VERASTEM, INC. Amended and Restated 2021 Equity INCENTIVE PLAN 1.DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2.PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3.A |
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| August 8, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 8, 2023 |
Amended and Restated 2018 Employee Stock Purchase Plan Exhibit 10.1 VERASTEM, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1.Defined Terms Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and sets forth certain operational rules related to those terms. 2.Purpose of Plan The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock in offerings under the Plan |
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| August 8, 2023 |
Press Release issued by Verastem, Inc. on August 8, 2023 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports Second Quarter 2023 Financial Results and Highlights Recent Company Progress Presented Positive Results from Part A of RAMP 201 Trial of Avutometinib and Defactinib in Recurrent Low-Grade Serous Ovarian Cancer (LGSOC) at American Society of Clinical Oncology Meeting Established Design for RAMP 301 Phase 3 Confirmatory Trial of Avutometinib and Defactinib in R |
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| August 8, 2023 |
Exhibit 10.2 VERASTEM, INC. AMENDED AND RESTATED 2012 INCENTIVE PLAN 1. Purpose The purpose of this 2012 Incentive Plan (the “Plan”) of Verastem, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by prov |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 4, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of August 1, 2023 (the “Effective Date”), is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Daniel W. Paterson (the “Executive”). WHEREAS, the Executive has served as the Company’s President |
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| July 27, 2023 |
VSTM / Verastem Inc / Soleus Capital Master Fund, L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verastem, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92337C203 (CUSIP Number) July 26, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| July 27, 2023 |
EX-99.A EXHIBIT A JOINT FILING AGREEMENT Soleus Capital Master Fund, L.P., a Cayman Islands exempted limited partnership, Soleus Capital, LLC, a Delaware limited liability company, Soleus Capital Group, LLC, a Delaware limited liability company, and Guy Levy, an individual, hereby agree to file jointly the statement on Schedule 13G to which this Joint Filing Agreement is attached, and any amendmen |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 7, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| July 12, 2023 |
Verastem Oncology Announces Promotion of Dan Paterson to Chief Executive Officer Exhibit 99.1 Verastem Oncology Announces Promotion of Dan Paterson to Chief Executive Officer July 11, 2023 at 7:00 AM EDT Brian Stuglik to Retire from CEO Role; Continue to Serve on Company’s Board of Directors BOSTON-(BUSINESS WIRE)-Jul. 11, 2023- Verastem Oncology (Nasdaq: VSTM) (the “Company”), a biopharmaceutical company committed to advancing new medicines for patients with cancer, announced |
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| June 23, 2023 |
VSTM / Verastem Inc / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 21, 2023 |
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Exhibit 99.1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth estimates of the various expenses, other than any underwriting discounts and commissions, in connection with the sale and distribution of the securities being registered. Securities and Exchange Commission Registration Fee $ (1) Printing and related expen |
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| June 21, 2023 |
Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE STOCK Company: Verastem, Inc., a Delaware corporation Warrant No. 2023-[] Number of Shares: [], subject to adjustment Type/Series of Stock: Common Stock, $0.0001 par value per share Issue Date: June 21, 2023 Expiration Date: The first date on which no shares of Common Stock are issuable upon an exercise of this Warrant. See also Section 4.1(b). THIS WARRA |
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| June 21, 2023 |
Exhibit 1.1 Verastem, Inc. 7,181,409 Shares of Common Stock Pre-Funded Warrants to Purchase 1,538,591 Shares of Common Stock ($0.0001 par value per share) Underwriting Agreement New York, New York June 15, 2023 RBC Capital Markets, LLC Cantor Fitzgerald & Co. As Representatives of the several Underwriters listed on Schedule I hereto c/o RBC Capital Markets, LLC Brookfield Place 200 Vesey Street Ne |
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| June 20, 2023 |
7,181,409 Shares of Common Stock Pre-Funded Warrants to Purchase 1,538,591 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-258372 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) 7,181,409 Shares of Common Stock Pre-Funded Warrants to Purchase 1,538,591 Shares of Common Stock We are offering 7,181,409 shares of our common stock and, in lieu of offering shares of common stock to certain investors, pre-funded warrants to purchase 1,538.59 |
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| June 15, 2023 |
Subject to Completion, Dated June 15, 2023 TABLE OF CONTENTS The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| June 12, 2023 |
VSTM / Verastem Inc / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 8, 2023 |
Corporate Presentation June 2023 Exhibit 99.1 Corporate Presentation June 2023 2 Disclaimers This presentation includes forward - looking statements about, among other things, Verastem Oncology’s programs and product candid ates, including anticipated regulatory submissions, approvals, performance and potential benefits of Verastem Oncology’s product candidates, as well as Verastem Oncology’s potential income un der its asset pur |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 5, 2023 |
VSTM / Verastem Inc / VIKING GLOBAL INVESTORS LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Verastem, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) May 26, 2023 ( |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 31, 2023 |
Verastem Oncology Announces Reverse Stock Split Exhibit 99.1 Verastem Oncology Announces Reverse Stock Split BOSTON, MA – May 31, 2023 - Verastem Oncology, (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patients with cancer, today announced that it will effect a 1-for-12 reverse stock split of its issued and outstanding common stock. Verastem’s stockholders approved an amendment to Verastem’s Restated Certi |
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| May 31, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED OF VERASTEM, INC. VERASTEM, INC., a corporation incorporated and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify: FIRST: The name of the Corporation is Verastem, Inc. The original Certificate of Incorporation was file |
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| May 25, 2023 |
Exhibit 99.1 Updated Data from Part A of Verastem Oncology's RAMP 201 Trial Show an Objective Response Rate of 45% in Patients with Recurrent Low-Grade Serous Ovarian Cancer Treated with Avutometinib and Defactinib Data Build on Breakthrough Therapy Designation of the Combination of Avutometinib and Defactinib in Low-Grade Serous Ovarian Cancer Clinically Meaningful Response Rates and Manageable S |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 9, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 9, 2023 |
Press Release issued by Verastem, Inc. on May 9, 2023 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports First Quarter 2023 Financial Results and Highlights Recent Company Progress New Data from Interim Analysis of Verastem Oncology’s RAMP 201 Trial Evaluating Avutometinib and Defactinib in Recurrent Low-Grade Serous Ovarian Cancer (LGSOC) to be Presented at the American Society of Clinical Oncology Annual Meeting Studies of Avutometinib Combinations in KRAS G12 |
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| April 24, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-270794 PROSPECTUS VERASTEM, INC. Up to 1,200,000 Shares of Series B Convertible Preferred Stock Up to 50,838,840 Shares of Common Stock Upon Conversion of Series B Convertible Preferred Stock Common Stock Preferred Stock This prospectus relates to the resale or other disposition from time to time of (i) 1,200,000 shares of our Series B conver |
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| April 21, 2023 |
VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 April 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Verastem, Inc. Registration Statement on Form S-3 (File No. 333-270794) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Secu |
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| April 18, 2023 |
Filing Fee Table (filed herewith) Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Series B Co |
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| April 18, 2023 |
CORRESP 1 filename1.htm April 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jason L. Drory Ms. Laura Crotty Re: Verastem, Inc. Registration Statement on Form S-3 Filed March 23, 2023 File No. 333-270794 Dear Mr. Drory and Ms. Crotty: We are submitting this letter on behalf of Verastem, Inc. (the “ |
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| April 18, 2023 |
As filed with the Securities and Exchange Commission on April 18, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 18, 2023 Registration No. |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Defin |
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| March 31, 2023 |
United States securities and exchange commission logo March 31, 2023 Brian Stuglik Chief Executive Officer Verastem, Inc. |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 22, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ⌧ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ◻ Defin |
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| March 23, 2023 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 23, 2023 Registration No. |
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| March 23, 2023 |
Filing Fee Table (filed herewith) Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Series B Co |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-354 |
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| March 14, 2023 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES DESCRIPTION OF CAPITAL STOCK General The following is a summary of information concerning the capital stock of Verastem, Inc. (“Verastem” or “the Company”). The summaries and descriptions below do not purport to be complete and are subject to and qualified in their entirety by reference to the Delaware General Corporation Law, the Company’s Re |
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| March 14, 2023 |
Press Release issued by Verastem, Inc. on March 14, 2023 (furnished herewith). Exhibit 99.1 Verastem Oncology Reports Fourth Quarter and Full Year 2022 Financial Results and Highlights Recent Company Progress Positive Interim Data Read-Out of RAMP 201 and Productive FDA Meeting Support Avutometinib + Defactinib Combination in Recurrent Low-Grade Serous Ovarian Cancer (LGSOC) Studies of Avutometinib Combinations in Other RAS Pathway-Driven Cancers Advancing Company Cash, Cash |
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| March 14, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 List of Registrant’s Subsidiaries Verastem Securities Company, incorporated in Massachusetts, a wholly owned subsidiary. Verastem Europe GmbH, incorporated in Germany, a wholly owned subsidiary. |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 5)1 Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C104 (CUSIP Number) December |
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| February 14, 2023 |
EX-99.A 2 ss1758630ex99a.htm JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G dated December 31, 2022 (the “Schedule 13G”), with respect to the Common Stock, par value $0.0001 per share, of Verastem, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securitie |
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| February 14, 2023 |
VSTM / Verastem Inc / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment SC 13G/A 1 tm234999d26sc13ga.htm SC 13G/A SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 3)* Verastem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92337C104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate bo |
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| February 14, 2023 |
VSTM / Verastem Inc / ORBIMED ADVISORS LLC - SCHEDULE 13G Passive Investment SC 13G 1 ss1758630sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Verastem, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 92337C104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
