Verastem SEC Filings

RTW Investments, LP and Roderick Wong report beneficial ownership of 5,626,803 shares of Verastem, Inc. common stock, representing 9.99% of the outstanding shares on a fully exercised basis. The percentage calculations assume exercise of warrants to purchase 1,375,187 shares and use a base of 54,949,170 shares outstanding as reported by the company on May 12, 2025.

The filing shows shared voting and dispositive power over the reported shares (no sole voting or dispositive power). The RTW Funds, including RTW Master Fund, Ltd., have rights to dividends or sale proceeds for certain shares. Item 10 certifies the holdings were acquired in the ordinary course and not to change or influence control, other than activities related to a nomination under 240.14a-11.

Verastem Inc. is reported to have a substantial passive investor position held by Balyasny-related entities and Dmitry Balyasny totaling 5,777,396 shares, equal to 9.99% of the company's 54,949,170 outstanding shares (basis: the issuer's outstanding share count as of May 12, 2025). The reported position includes 1,571,428 shares issuable upon exercise of warrants, but those warrants cannot be exercised to the extent doing so would cause beneficial ownership to exceed the 9.99% blocker. The shares are held through Atlas Diversified Master Fund, Ltd. as the direct holder while Balyasny entities serve as manager/owners of the reporting group. The filing certifies the holdings are held in the ordinary course of business and not for the purpose of changing or influencing control.

Verastem reported updated safety and preliminary efficacy from the GFH375/VS-7375 Phase 1/2 study in advanced KRAS G12D solid tumors conducted by partner GenFleet in China. The safety population totaled 142 patients (including 28 NSCLC, 85 PDAC, 29 other) with median follow-up of 4.5 months. Tumor responses were seen across doses.

At the recommended Phase 2 dose of 600 mg once daily, the overall response rate (ORR) was 68.8% (11/16) and disease control rate (DCR) 93.8% (15/16). Across 26 evaluable NSCLC patients, ORR was 57.7% (15/26) and DCR 88.5% (23/26). Treatment-related adverse events occurred commonly (diarrhea, vomiting, nausea, anemia, neutropenia, elevated liver enzymes); TRAEs>Grade 3 were 27.5% (39/142), severe events 7.7% (11/142), 11 dose reductions and 6 discontinuations due to TRAEs, with no TRAE-related deaths. Verastem has a cleared U.S. IND and initiated a Phase 1/2a trial in mid-2025; GenFleet began dosing in China in 2024.

Verastem, Inc. is the subject of a Schedule 13G/A filed by Biotechnology Value Fund and affiliated entities disclosing economic positions composed of 2,500,000 warrants exercisable into 2,500,000 shares at an exercise price of $3.50 per share. The warrants are exercisable immediately and expire 18 months from issuance, and a contractual Warrants Blocker would prevent exercises that would increase ownership or voting power above 9.99%; as of the reporting date the blocker did not restrict exercise.

Ownership is reported on a breakdown basis: BVF (1,396,290 shares, ~2.2%), BVF2 (933,240 shares, ~1.5%) and Trading Fund OS (100,150 shares, <1%). Certain parent and affiliated entities and an individual (Mark N. Lampert) may be deemed to beneficially own up to 2,500,000 shares in the aggregate (~3.9% of the outstanding shares on the stated denominator). The filing affirms these securities were not acquired to change control of the issuer.

Biotechnology Value Fund and affiliated entities disclosed sizable holdings in Verastem, Inc. (VSTM) and rights to acquire additional shares through warrants. As of June 30, 2025 the Reporting Persons and a Partners managed account held an aggregate of 2,500,000 warrants exercisable for 2,500,000 shares at an exercise price of $3.50 per share, exercisable until 18 months from issuance. A contractual "Warrants Blocker" limits exercise to 2,316,406 of those shares to prevent ownership or voting power from exceeding 9.99%.

The filing shows current beneficial ownership by individual reporting entities: BVF 3,244,310 shares (≈5.8%, including 1,396,290 warrant shares), BVF2 2,173,798 shares (≈3.9%, including 920,116 warrant shares), and Trading Fund OS 214,663 shares (less than 1%, excluding 100,150 warrant shares). Aggregated positions attributed through control structures are reported as 5,418,108 shares (≈9.5%) for BVF GP Holdings and 5,720,831 shares (≈9.99%) for Partners, BVF Inc. and Mark N. Lampert. Several entities disclaim beneficial ownership of shares held by related reporting persons.

Verastem, Inc. received a Schedule 13G/A amendment from Barclays PLC reporting that Barclays holds 0.00 shares of Verastem common stock and asserts no voting or dispositive power. The filing classifies Barclays as a HC reporting person and states the holdings are in the ordinary course of business and not for the purpose of changing or influencing control.

The filing lists Barclays subsidiaries (Barclays Bank PLC, Barclays Capital Inc, Barclays Capital Securities Ltd) in connection with the parent holding company disclosure; overall the document indicates no material ownership position or control intent by Barclays in Verastem.

Verastem is a biopharmaceutical company that markets AVMAPKI FAKZYNJA CO-PACK (avutometinib; defactinib) in the U.S. and focuses on small molecules targeting RAS/MAPK-driven cancers. On May 8, 2025 the FDA granted accelerated approval for AVMAPKI FAKZYNJA CO-PACK for adult patients with KRAS mutant recurrent low grade serous ovarian cancer after prior systemic therapy; continued approval may be contingent on a confirmatory trial. The company holds multiple orphan drug designations for avutometinib and defactinib and plans discussions with global regulators.

Verastem filed a shelf registration to sell up to $300.0 million of various securities and an at-the-market prospectus supplement to sell up to $100.0 million of common stock through Cantor Fitzgerald & Co. The company lists on Nasdaq under VSTM (last reported sale $7.70 on August 11, 2025). As of June 30, 2025, there were 61,523,425 shares outstanding and material outstanding options and warrants that could dilute equity. Stated uses of proceeds include commercial launch, clinical development, working capital and potential acquisitions. The prospectus emphasizes a high degree of risk and contains forward-looking statements, including a note regarding ability to continue as a going concern within one year of the June 30, 2025 financial statements.

Verastem, Inc. (Nasdaq: VSTM) has filed a Form S-3 shelf registration permitting the sale of up to $300 million of common stock, preferred stock, warrants and debt.

An accompanying at-the-market (ATM) prospectus supplement allows Cantor Fitzgerald to distribute up to $100 million in common shares at prevailing prices for a 3 % sales commission. The filing provides capital flexibility without a defined timetable or minimum issuance.

Anticipated uses of proceeds include:

• U.S. launch and post-marketing commitments for the newly FDA-approved AVMAPKI FAKZYNJA CO-PACK (avutometinib + defactinib) for KRAS-mutant recurrent low-grade serous ovarian cancer.
• Continued development of the RAF/MEK, FAK and KRAS-G12D programs (RAMP-201/203/205/301).
• Working capital, milestone obligations, potential licensing or M&A.

Key facts: last reported share price 7 Aug 2025 was $5.62; 61.5 m shares outstanding with a further ~26 m issuable under options, RSUs and warrants (14.1 m at $3.50 and 9.8 m pre-funded near-zero strike), implying notable dilution if the shelf is fully tapped. Verastem is a non-accelerated, smaller-reporting company, and states that investing involves a high degree of risk.

Implication: The shelf shores up liquidity ahead of commercial rollout but signals continued reliance on external financing; shareholder dilution risk increases as shares are sold into the market.

Q2-25 highlights: Verastem (VSTM) recorded its first commercial revenue after the 8-May-25 FDA approval of AVMAPKI FAKZYNJA CO-PACK for KRAS-mt recurrent LGSOC. Net product sales were $2.1 million; six-month revenue totals $12.1 million, including a $10 million COPIKTRA asset sale.

Profitability: R&D expense was $24.8 million and SG&A $20.7 million, pushing operating costs to $45.9 million. Net loss widened to $25.9 million (-$0.39 basic EPS) versus -$8.3 million a year earlier; six-month loss reached $78.0 million. Diluted EPS (-$0.62) reflects warrant liability re-measurement.

Liquidity & capital: Cash and cash equivalents rose to $164.3 million (vs $88.8 million YE24) after a $75 million Note Purchase Agreement, $100.1 million equity/pre-funded warrant raise and $13.8 million warrant exercises. Operating cash burn was $71.3 million YTD. Long-term debt stands at $74.3 million; warrant liability fell to $21.8 million.

Balance sheet & risk: Total assets $196.3 million; stockholders’ equity swings positive to $36.1 million, yet management still cites “substantial doubt” about one-year going concern due to expected ongoing losses.

Operations: Commercial launch underway via specialty pharmacies (two customers = 100% receivables). Pipeline trials (RAMP series, VS-7375) continue alongside commercialization build-out.