Verastem (VSTM): Balyasny Reports 9.99% Passive Stake via 13G

Rhea-AI Filing Summary

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.

Positive

• Material passive stake: Reporting Persons beneficially own 5,777,396 shares, representing a material 9.99% ownership of Verastem common stock.
• Passive filing and certification: The statement on Schedule 13G includes a certification that the securities are held in the ordinary course and not to influence control, indicating a non-activist posture.

Negative

• Warrant exercise limited: The position includes 1,571,428 shares issuable upon exercise of warrants but the warrants cannot be exercised to the extent beneficial ownership would exceed the 9.99% blocker, capping immediate upside from warrant conversion.

Insights

Financial Analyst

TL;DR: A near-10% passive stake signals significant investor interest but the 9.99% blocker limits additional immediate upside from warrant exercise.

The Reporting Persons disclose beneficial ownership of 5,777,396 shares representing 9.99% of Verastem's common stock on the stated outstanding-share basis. The position explicitly includes 1,571,428 shares issuable upon exercise of warrants, but the warrants contain a contractual 9.99% exercise cap that prevents automatic dilution above that threshold. The filing is on Schedule 13G and includes a certification the position is held in the ordinary course and not to influence control, which suggests a passive investment posture rather than an activist or control-seeking stance.

Corporate Governance Expert

TL;DR: Ownership is material (>5%) but presented as passive; governance impact is limited today because the filer disclaims intent to influence control and warrants are blocked above 9.99%.

The group structure shows ownership held through an investment fund (Atlas Diversified Master Fund, Ltd.) with Balyasny entities exercising managerial voting/investment authority. While a near-10% stake can be significant for voting power, the filing's Schedule 13G posture and the explicit certification indicate no present intent to change or influence control. The 9.99% blocker on warrant exercise is a key contractual limitation affecting potential future increases in voting or economic exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Verastem (VSTM) shares do Balyasny-related reporting persons beneficially own?

The Reporting Persons beneficially own 5,777,396 shares of Verastem common stock, representing 9.99% of the outstanding shares on the stated basis.

Does the reported stake include warrants or other convertible instruments?

Yes. The total includes 1,571,428 shares issuable upon exercise of warrants, but those warrants are subject to a 9.99% exercise blocker.

Who are the Reporting Persons filing this Schedule 13G for VSTM?

The filing is by Balyasny Asset Management L.P., BAM GP LLC, Balyasny Asset Management Holdings LP, Dames GP LLC, and Dmitry Balyasny.

Is the filing an indication of an attempt to influence Verastem's control or management?

No. The Schedule 13G certification states the securities are held in the ordinary course of business and were not acquired to change or influence control.

Through which vehicle are the shares held?

The direct holder of the reported shares is Atlas Diversified Master Fund, Ltd., an investment management client of Balyasny Asset Management.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 06:18 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Verastem Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92337C203

(CUSIP Number)

06/30/2025

(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

Balyasny Asset Management L.P.

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,777,396.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,777,396.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,777,396.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

BAM GP 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,777,396.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,777,396.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,777,396.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

Balyasny Asset Management Holdings LP

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,777,396.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,777,396.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,777,396.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, PN

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

Dames GP 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,777,396.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,777,396.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,777,396.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

Dmitry Balyasny

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 5,777,396.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,777,396.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,777,396.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Verastem Inc.
(b)	Address of issuer's principal executive offices: 117 Kendrick Street, Suite 500, Needham, MA
Item 2.
(a)	Name of person filing: This statement is being filed by (1) Balyasny Asset Management L.P., a Delaware limited partnership ("BAM"), (2) BAM GP LLC, a Delaware limited liability company ("BAM GP"), (3) Balyasny Asset Management Holdings LP, a Delaware limited partnership ("BAM Holdings"), (4) Dames GP LLC, a Delaware limited liability company ("Dames"), and (5) Dmitry Balyasny, a United States citizen (collectively, the "Reporting Persons"). BAM GP is the General Partner of BAM. BAM Holdings is the Sole Member of BAM GP. Dames is the General Partner of BAM Holdings. Dmitry Balyasny is the Managing Member of Dames.
(b)	Address or principal business office or, if none, residence: The principal business address of each of BAM, BAM GP, BAM Holdings, Dames, and Mr. Balyasny is located at 444 West Lake Street, 50th Floor, Chicago, IL 60606.
(c)	Citizenship: (1) BAM is a Delaware limited partnership, (2) BAM GP is a Delaware limited liability company, (3) BAM Holdings is a Delaware limited partnership, (4) Dames is a Delaware limited liability company, and (5) Mr. Balyasny is a United States citizen.
(d)	Title of class of securities: Common Stock, par value $0.0001 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: By virtue of its position as the investment manager of Atlas Diversified Master Fund, Ltd. ("ADMF"), the direct holder of the 5,777,396 shares (including 1,571,428 shares of Common Stock issuable upon exercise of Warrants) of common stock, par value $0.0001 per share ("Shares"), reported herein, BAM may be deemed to exercise voting and investment power over such Shares held by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM, BAM GP may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the Sole Member of BAM GP, BAM Holdings may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM Holdings, Dames may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of his position as the Managing Member of Dames, Mr. Balyasny may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares.
(b)	Percent of class: Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.99% of the Shares, based on 54,949,170 Shares outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on May 13, 2025 and assumes the exercise of certain pre-funded warrants and common warrants (the "Warrants") to purchase Common Stock of the Company held by Reporting Persons up to the 9.99% Blocker (as defined below). Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Common Stock (the "9.99% Blocker") and the percentage set forth in Row (11) of the cover page for each Reporting Person gives effect to the 9.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise all of such Warrants due to the 9.99% Blocker.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Each of the Reporting Persons has the sole power to vote or to direct the vote of 5,777,396 shares (including 1,571,428 shares of Common Stock issuable upon exercise of Warrants).
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: Each of the Reporting Persons has the sole power to vote or to direct the vote of 5,777,396 shares (including 1,571,428 shares of Common Stock issuable upon exercise of Warrants).
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. ADMF, a Cayman Islands exempted company that is an investment management client of BAM, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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.

Balyasny Asset Management L.P.

Signature:	/s/ Scott Schroeder
Name/Title:	Scott Schroeder / Authorized Signatory
Date:	08/10/2025

BAM GP LLC

Signature:	/s/ Scott Schroeder
Name/Title:	Scott Schroeder / Authorized Signatory
Date:	08/10/2025

Balyasny Asset Management Holdings LP

Signature:	/s/ Scott Schroeder
Name/Title:	Scott Schroeder / Authorized Signatory
Date:	08/10/2025

Dames GP LLC

Signature:	/s/ Scott Schroeder
Name/Title:	Scott Schroeder / Authorized Signatory
Date:	08/10/2025

Dmitry Balyasny

Signature:	/s/ Dmitry Balyasny
Name/Title:	Dmitry Balyasny / Self
Date:	08/10/2025