Verastem (VSTM) SEC Filings

Verastem, Inc. (VSTM) entered into an underwriting agreement for an offering of 30,937,500 common shares and pre-funded warrants to purchase up to 312,503 shares; the company is selling all securities. Common shares are offered at $8.00 each, less underwriting discounts and commissions, and the warrants at $7.9999 each, also less those discounts and commissions. Verastem expects net proceeds of approximately $234.7 million after underwriting discounts and commissions and estimated offering expenses.

The offering closing is expected on or about October 15, 2026, subject to customary closing conditions. Each pre-funded warrant has a $0.0001 exercise price, does not expire, and may be exercised for cash or by cashless exercise. Holders may elect beneficial ownership limits of 4.99% or 9.99%, or a higher limit up to 19.99%, subject to the warrant terms.

Verastem, Inc. (VSTM) is offering 30,937,500 shares of common stock at $8.00 per share and pre-funded warrants to purchase up to 312,503 shares at $7.9999 per warrant. The company estimates net proceeds of approximately $234.7 million after underwriting discounts and estimated offering expenses, for continued VS-7375 clinical development, working capital and other general corporate purposes. The warrants are immediately exercisable at $0.0001 per share, are subject to ownership limits, and Verastem does not intend to list them on an exchange.

In ongoing VS-7375 studies, the company reported a 41% confirmed objective response rate in second-line-or-later pancreatic cancer at 900 mg once daily (9 of 22 patients) and a 43% confirmed objective response rate in advanced non-small cell lung cancer at 600 mg once daily (10 of 23). The FDA accepted the company's Blister Pack NDA for priority review, and a first-line pancreatic cancer Phase 3 trial is planned to open by year-end 2026. Preliminary, unaudited third-quarter 2026 net product revenue is estimated at $23.9 million to $24.1 million, versus $11.2 million a year earlier. Michael Bailey is set to become president and CEO on January 1, 2027, succeeding Daniel W. Paterson, who intends to remain a director.

Verastem, Inc. is conducting a preliminary primary offering of common stock and pre-funded warrants, with net proceeds to the company intended for continued VS-7375 clinical development, working capital and other general corporate purposes. The warrants are immediately exercisable, subject to ownership limitations, and are not intended to be listed on an exchange.

Verastem, Inc. reported initial results from its ongoing Phase 1/2 trial of VS-7375 in advanced KRAS G12D-mutated cancers. At 900 mg once daily, pancreatic cancer monotherapy produced confirmed objective response rates of 50% (4/8) in second-line, 41% (9/22) in second-line-or-later and 36% (5/14) in third/fourth-line patients; six-month landmark progression-free and overall survival rates were 67% and 80%. At 600 mg, confirmed response was 43% (10/23) in advanced non-small cell lung cancer; 900 mg with anti-EGFR had a 33% objective response rate (2/6) in third-line-or-later colorectal cancer, with one confirmed and one unconfirmed response. The data cutoff was October 7, 2026. FDA alignment has been reached on a three-arm first-line pancreatic cancer Phase 3 design, which Verastem plans to open by year-end 2026.

Michael P. Bailey is to become president and CEO on January 1, 2027, succeeding Daniel W. Paterson, who plans to retire from the role and remain on the Board. Effective October 14, 2026, Verastem terminated its ATM prospectus; no shares had been sold under it. The Sales Agreement remains in force, but Verastem will not sell stock under it unless and until it files a new prospectus, supplement or registration statement.

Verastem, Inc. President and CEO Dan Paterson had 106,893 performance RSUs vest on September 30, 2026. He sold 44,121 common shares at $8.00 per share on October 1, 2026, to satisfy statutory withholding requirements connected with the vesting. The reported transactions were made under a Rule 10b5-1 plan.

Verastem, Inc. Chief Financial Officer Daniel Calkins reported an award-related acquisition of 8,333 common shares on September 30, 2026. A footnote separately states that 106,893 performance RSUs vested that day after the Compensation Committee determined that performance criteria tied to certain clinical development goals had been achieved. On October 1, Calkins sold 2,566 shares at $8.00 per share to satisfy statutory withholding requirements connected with RSU vesting. The transactions were reported under a Rule 10b5-1 plan.

Verastem, Inc. officer and director Dan Paterson reported a planned sale of 44,121 common shares on October 1, 2026, with an aggregate market value of $353,047. The shares are to be sold to cover withholding taxes upon vesting of restricted stock unit awards. The notice also lists 1,302 shares sold during the prior three months for $7,565.

Verastem, Inc. (VSTM) Chief Financial Officer Daniel Calkins reported a sale of 55 common shares on September 21, 2026, at $7.70 per share to satisfy statutory withholding requirements tied to restricted stock unit vesting. The transaction was made under a Rule 10b5-1 trading plan. Calkins directly beneficially owned 118,014 shares after the transaction; that total includes 831 shares acquired through Verastem’s 2018 Employee Stock Purchase Plan.

Armistice Capital, LLC and Steven Boyd report significant ownership in Verastem, Inc. They report beneficial ownership of 7,024,000 shares of Verastem common stock, representing 7.76% of the class. All reported shares are held with shared voting and dispositive power, with no sole voting or dispositive authority.

Armistice Capital is investment manager to Armistice Capital Master Fund Ltd., the direct holder of the shares, and exercises voting and investment power under an Investment Management Agreement. Steven Boyd, as managing member of Armistice Capital, may be deemed to share beneficial ownership of these securities.