Verastem SEC Filings

Verastem, Inc. entered into an underwriting agreement for an underwritten public offering of 8,543,794 shares of common stock and pre-funded warrants to purchase up to 3,870,000 shares, with underwriters exercising in full an option for an additional 1,862,069 shares. The shares are priced at $7.25 each and the pre-funded warrants at $7.2499, reflecting a $0.0001 exercise price per warrant share. Verastem expects to receive approximately $96.9 million in net proceeds from this offering, which is being conducted under an effective Form S-3 shelf registration statement, with closing expected on or about November 17, 2025, subject to customary conditions.

Verastem, Inc. is conducting a public offering of 8,543,794 shares of common stock and pre-funded warrants to purchase up to 3,870,000 additional shares, at $7.25 per share and $7.2499 per pre-funded warrant. The deal is expected to raise approximately $84.1 million in net proceeds, or about $96.9 million if underwriters fully exercise their 1,862,069-share option. Verastem plans to use the cash to commercialize its FDA-accelerated approved AVMAPKI FAKZYNJA CO-PACK for KRAS mutant recurrent low grade serous ovarian cancer, advance clinical development of avutometinib, defactinib and VS-7375, and for working capital and general corporate purposes. The company estimates 75,292,640 shares outstanding after the offering (assuming no warrant exercises), and notes investors will face immediate dilution of $6.56 per share based on the $7.25 offering price.

Verastem, Inc. (VSTM) launched a preliminary prospectus supplement under Rule 424(b)(5) for a primary offering of common stock. The company also granted underwriters a 30‑day option to purchase additional shares, subject to customary underwriting discounts and commissions.

The company states its common stock last closed at $8.51 on The Nasdaq Capital Market on November 12, 2025. Net proceeds are intended to fund commercial activities for the AVMAPKI FAKZYNJA CO‑PACK in low‑grade serous ovarian cancer, continue clinical R&D for avutometinib, defactinib and VS‑7375, and for working capital and general corporate purposes.

As context, shares outstanding were 66,748,846 as of September 30, 2025. The prospectus notes a 60‑day lock‑up for the company and its directors and officers, with Jefferies, Guggenheim and Cantor as bookrunners. AVMAPKI FAKZYNJA CO‑PACK received FDA accelerated approval on May 8, 2025 for KRAS‑mutant recurrent LGSOC, with continued approval contingent on confirmatory data.

Verastem (VSTM) disclosed insider transactions by its President and CEO, reported as a director and officer. On 11/03/2025, the reporting person sold 1,299 shares at $9.35 to satisfy statutory tax withholding tied to RSU vesting, and separately sold 2,000 shares at $10.00 pursuant to a Rule 10b5-1 trading plan. Following these transactions, the reporting person beneficially owned 438,818 shares, held directly.

Verastem, Inc. filed a Form S-8 to register 400,000 shares under its 2014 Inducement Award Program. The filing uses General Instruction E to incorporate prior S‑8 registrations by reference.

The registration supports equity grants designed to attract and retain personnel through inducement awards. Standard exhibits include the legal opinion, auditor consent, and filing fee table. The statement was signed by President and CEO Daniel Paterson and other officers and directors.

Verastem (VSTM) filed its Q3 2025 10‑Q, marking its first full quarter of U.S. sales for AVMAPKI FAKZYNJA CO‑PACK. Product revenue reached $11.2 million for the quarter, reflecting initial commercialization following FDA approval on May 8, 2025. Cost of sales totaled $2.0 million, including $0.3 million of intangible amortization.

The company reported a net loss of $98.5 million, driven by R&D of $29.0 million, SG&A of $21.0 million, and a $55.9 million non‑cash loss from the change in fair value of warrant liability. Cash and cash equivalents were $137.7 million at September 30, 2025. Operating cash use was $107.6 million year‑to‑date, offset by financing inflows from a $75.0 million note issuance, equity transactions, and warrant exercises.

The filing states substantial doubt about the company’s ability to continue as a going concern over the next 12 months as it scales commercialization and R&D. A Note Purchase Agreement provides revenue participation of 1.00% on the first $100 million of annual net sales of included products, potentially increasing to 2.00% if all $150 million notes are purchased. Shares outstanding were 66,776,006 as of November 3, 2025.

Verastem, Inc. (VSTM) filed an 8-K stating it reported financial results for the quarter ended September 30, 2025. The company furnished its earnings release as Exhibit 99.1 and posted an updated corporate presentation as Exhibit 99.2, both dated November 4, 2025.

This 8-K is an administrative disclosure that directs readers to the attached exhibits for details on operating performance and business updates. Verastem’s common stock trades on The Nasdaq Capital Market under the symbol VSTM.

Verastem (VSTM) furnished an update on its VS-7375 Phase 1/2a trial in KRAS G12D mutant solid tumors, reporting preliminary safety and early activity signals from the first two monotherapy dose levels. The company cleared 400 mg QD and 600 mg QD with no dose-limiting toxicities. Among five efficacy-evaluable patients with at least one scan, four had tumor reduction and remain on treatment.

The safety profile in PDAC and NSCLC was consistent with data from partner GenFleet (GFH375), which selected 600 mg QD as its recommended Phase 2 dose in China. Verastem has begun enrollment for a dose-escalation combination cohort with cetuximab in advanced solid tumors, including colorectal cancer, and is continuing monotherapy escalation to 900 mg QD before selecting a recommended Phase 2 dose. An interim safety and efficacy update is planned in the first half of 2026. VS-7375 entered U.S. Phase 1/2a after IND clearance in April 2025 and trial initiation in June 2025.

Verastem (VSTM) furnished an update on its VS-7375 Phase 1/2a trial in KRAS G12D mutant solid tumors, reporting preliminary safety and early activity signals from the first two monotherapy dose levels. The company cleared 400 mg QD and 600 mg QD with no dose-limiting toxicities. Among five efficacy-evaluable patients with at least one scan, four had tumor reduction and remain on treatment.

The safety profile in PDAC and NSCLC was consistent with data from partner GenFleet (GFH375), which selected 600 mg QD as its recommended Phase 2 dose in China. Verastem has begun enrollment for a dose-escalation combination cohort with cetuximab in advanced solid tumors, including colorectal cancer, and is continuing monotherapy escalation to 900 mg QD before selecting a recommended Phase 2 dose. An interim safety and efficacy update is planned in the first half of 2026. VS-7375 entered U.S. Phase 1/2a after IND clearance in April 2025 and trial initiation in June 2025.

Verastem (VSTM) reported updated Phase 1/2 data for VS-7375 (GFH375) monotherapy in advanced KRAS G12D mutant pancreatic ductal adenocarcinoma from a China study run by partner GenFleet. Among 59 efficacy‑evaluable patients as of September 27, 2025, the overall response rate was 40.7% (24/59) and the disease control rate was 96.7% (57/59) at a daily dose of 600 mg. 91.5% of patients had reductions in target lesions. Four‑month overall survival observed was 92.2%; median OS was not reached with a median follow‑up of 5.65 months. Median progression‑free survival was 5.52 months, and 31 patients (47%) remained on treatment, with the longest duration reaching 367 days.

Safety (cutoff August 27, 2025) was consistent with prior reports. Grade 3 treatment‑related adverse events occurred in 30.3% and Grade 4 in 1.5%; 6.1% had dose reductions and 3% discontinued due to TRAEs. Mean relative dose intensity was 93%. The U.S. IND for VS‑7375 was cleared in April 2025, and a Phase 1/2a trial began in June 2025.