As filed with the Securities and Exchange Commission
on November 4, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Verastem, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
27-3269467 |
(State or other jurisdiction
of incorporation or organization) |
|
(I.R.S Employer Identification No.) |
| |
|
|
117 Kendrick St., Suite 500
Needham, MA |
|
02494 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Amended and Restated 2021 Equity Incentive
Plan
(Full title of the plan)
Daniel Paterson
President and Chief Executive Officer
Verastem, Inc.
117 Kendrick St., Suite 500
Needham, MA 02494
(781) 292-4200
(Name, address, and telephone number, including
area code, of agent for service)
With copies to:
Marko S. Zatylny
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ¨ |
|
Accelerated
filer ¨ |
| Non-accelerated
filer x |
|
Smaller
reporting company x |
| |
|
Emerging
growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is
being filed to register an additional 400,000 shares under the Registrant’s 2014 Inducement Award Program. Pursuant to General
Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by
the information set forth herein, into this Registration Statement the entire contents of its Registration Statements on Form S-8
(File Nos. 333-201075, 333-218768, 333-223616, 333-228309, 333-229430 and 333-277948) filed with the Securities and Exchange Commission
on December 19, 2014, June 15, 2017, March 13, 2018, November 9, 2018, January 30, 2019 and March 14, 2024, respectively.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit |
|
Description |
| 4.1 |
|
Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed by the Registrant on March 12, 2019) |
| 4.2 |
|
Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed by the Registrant on March 12, 2019) |
| 4.3 |
|
Certificate of Amendment to the Restated Certificate of Incorporation of Verastem, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 21, 2020) |
| 4.4 |
|
Certificate of Amendment to the Restated Certificate of Incorporation of Verastem, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 31, 2023) |
| 4.5 |
|
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Registrant with the Securities and Exchange Commission on January 13, 2012) |
| 4.6 |
|
Form of Inducement Award Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 4. 4 to the Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission on December 19, 2014) |
| 4.7 |
|
Form of Inducement Award Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.11 of the Registrant’s Annual Report on Form 10-K filed by the Registrant on March 13, 2018) |
| 4.8 |
|
Form of Inducement Award Restricted Stock Unit Agreement (incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed by the Registrant with the Securities and Exchange Commission on November 7, 2018) |
| 5.1 |
|
Opinion of Ropes & Gray LLP (filed herewith) |
| 23.1 |
|
Consent of Ropes & Gray LLP (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Ernst & Young LLP (filed herewith) |
| 24.1 |
|
Power of attorney (included on the signature page of this Registration Statement under the caption “Power of Attorney”) |
| 107 |
|
Filing Fee Table (filed herewith) |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Needham, Commonwealth of Massachusetts on November 4, 2025.
| VERASTEM, INC. |
|
| |
|
|
| By: |
/s/ Daniel Paterson |
|
| |
Daniel Paterson |
|
| |
President and Chief Executive Officer |
|
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Daniel Paterson and Daniel Calkins, and each of them singly, either of whom may act without the joinder of the other, as
his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his
or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them singly, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| SIGNATURES |
|
TITLE |
|
DATE |
| /s/ Daniel Paterson |
|
President, Chief Executive Officer and Director |
|
November 4, 2025 |
| Daniel Paterson |
|
(Principal executive officer) |
|
|
| |
|
|
|
|
| /s/ Daniel Calkins |
|
Chief Financial Officer |
|
November 4, 2025 |
| Daniel Calkins |
|
(Principal financial and accounting officer) |
|
|
| |
|
|
|
|
| /s/ Paul A. Bunn, M.D. |
|
Director |
|
November 4, 2025 |
| Paul A. Bunn, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Robert Gagnon |
|
Director |
|
November 4, 2025 |
| Robert Gagnon |
|
|
|
|
| |
|
|
|
|
| /s/ John H. Johnson |
|
Director |
|
November 4, 2025 |
| John H. Johnson |
|
|
|
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| |
|
|
|
|
| /s/ Anil Kapur |
|
Director |
|
November 4, 2025 |
| Anil Kapur |
|
|
|
|
| |
|
|
|
|
| /s/ Michael Kauffman |
|
Director |
|
November 4, 2025 |
| Michael Kauffman, M.D., Ph.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Michelle Robertson |
|
Director |
|
November 4, 2025 |
| Michelle Robertson |
|
|
|
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| |
|
|
|
|
| /s/ Eric Rowinsky, M.D. |
|
Director |
|
November 4, 2025 |
| Eric Rowinsky, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Brian Stuglik |
|
Director |
|
November 4, 2025 |
| Brian Stuglik |
|
|
|
|
| |
|
|
|
|
| /s/ Karin Tollefson |
|
Director |
|
November 4, 2025 |
| Karin Tollefson |
|
|
|
|
