[SCHEDULE 13G/A] Verastem, Inc. Amended Passive Investment Disclosure
Nantahala reports 4.72% Verastem stake
Nantahala Capital Management, LLC and its principals report a significant but sub‑5% stake in Verastem, Inc. They disclose beneficial ownership of 3,795,473 shares of Verastem common stock, representing 4.72% of the outstanding class as of December 31, 2025.
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Nantahala Capital Management, LLC and its principals report a significant but sub‑5% stake in Verastem, Inc. They disclose beneficial ownership of 3,795,473 shares of Verastem common stock, representing 4.72% of the outstanding class as of December 31, 2025.
The filing states that Nantahala, Wilmot B. Harkey, and Daniel Mack share voting and dispositive power over these shares and have no sole voting or dispositive authority. They certify that the securities were acquired and are held in the ordinary course of business, not to change or influence control of Verastem.
FAQ
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What stake in Verastem (VSTM) does Nantahala Capital report in this Schedule 13G/A?
Nantahala Capital and its principals report beneficial ownership of 3,795,473 Verastem shares, equal to 4.72% of the common stock as of December 31, 2025. This reflects a significant institutional position while remaining below the 5% threshold.
Who are the reporting persons in the Verastem (VSTM) Schedule 13G/A filing?
The reporting persons are Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack. Nantahala is a Massachusetts limited liability company, and Harkey and Mack are U.S. citizens associated with Nantahala’s investment management activities in Verastem shares.
How much voting power over Verastem (VSTM) shares do the filers report?
The filers report shared voting power over 3,795,473 Verastem shares and no sole voting power. They also report shared dispositive power over the same number of shares, indicating decisions are made collectively through Nantahala-managed funds and accounts.
What does the Verastem (VSTM) Schedule 13G/A say about intent to influence control?
The filers certify the Verastem shares were acquired and are held in the ordinary course of business. They state the holdings are not for the purpose of changing or influencing control of Verastem and not in connection with any control-related transaction.
On what date is the Verastem (VSTM) ownership information measured in this filing?
The ownership information is measured as of December 31, 2025. On that date, Nantahala and its principals report beneficial ownership of 3,795,473 Verastem common shares, representing 4.72% of the outstanding stock for Schedule 13G/A reporting purposes.
Does the Verastem (VSTM) Schedule 13G/A indicate ownership of more than 5% of the stock?
No. The filing specifies that each reporting person beneficially owns 4.72% of Verastem’s common stock. Item 5 confirms ownership of 5 percent or less of the class, placing the position just under the regulatory 5% reporting threshold.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Verastem, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
92337C203
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,795,473.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,795,473.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,795,473.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.72 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,795,473.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,795,473.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,795,473.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.72 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,795,473.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,795,473.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,795,473.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.72 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Verastem, Inc.
(b)
Address of issuer's principal executive offices:
117 KENDRICK STREET SUITE 500 NEEDHAM, MASSACHUSETTS, 02494
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
92337C203
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, Nantahala may be deemed to be the beneficial owner of 3,795,473 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 4.72%
(2) Wilmot B. Harkey: 4.72%
(3) Daniel Mack: 4.72%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 3,795,473 Shares.
(2) Wilmot B. Harkey: 3,795,473 Shares.
(3) Daniel Mack: 3,795,473 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 3,795,473 Shares.
(2) Wilmot B. Harkey: 3,795,473 Shares.
(3) Daniel Mack: 3,795,473 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
