Verastem, Inc. is the subject of a Schedule 13G/A filed by Biotechnology Value Fund and affiliated entities disclosing economic positions composed of 2,500,000 warrants exercisable into 2,500,000 shares at an exercise price of $3.50 per share. The warrants are exercisable immediately and expire 18 months from issuance, and a contractual Warrants Blocker would prevent exercises that would increase ownership or voting power above 9.99%; as of the reporting date the blocker did not restrict exercise.
Ownership is reported on a breakdown basis: BVF (1,396,290 shares, ~2.2%), BVF2 (933,240 shares, ~1.5%) and Trading Fund OS (100,150 shares, <1%). Certain parent and affiliated entities and an individual (Mark N. Lampert) may be deemed to beneficially own up to 2,500,000 shares in the aggregate (~3.9% of the outstanding shares on the stated denominator). The filing affirms these securities were not acquired to change control of the issuer.
Positive
None.
Negative
None.
Insights
TL;DR: BVF group holds 2.5M warrants exercisable into VSTM shares at $3.50, representing up to ~3.9% aggregated ownership; not a control stake.
The filing is a routine 13G/A disclosure showing economic exposure via warrants rather than outright stock purchases. The immediate exercisability and the $3.50 strike are notable because they create potential for near-term dilution if exercised, but the reported aggregate stake remains below 5%, limiting governance influence. The denominator used includes 61,545,270 outstanding shares plus the 2.5M underlying the warrants, creating the reported percentages. Investors should view this as a material ownership disclosure without an asserted intent to effect control.
TL;DR: Holdings are significant enough to merit disclosure but are structured to avoid control thresholds; warrants include a blocker preventing >9.99% ownership.
The group disclosure maps a common governance structure: operating funds, GP entities, holding companies and an individual executive are each disclosed with potential deemed ownership. The filing explicitly disclaims acquisition for control purposes and documents a contractual limiter on conversion above 9.99%. Because aggregate beneficial ownership is reported at approximately 3.9%, this remains a minority economic position without immediate governance rights, though conversion timing and coordination among affiliates determine future voting power.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
Verastem, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
92337C203
(CUSIP Number)
08/11/2025
(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
BIOTECHNOLOGY VALUE FUND 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
0.00
6
Shared Voting Power
1,396,290.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,396,290.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,396,290.00
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)
2.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
BVF I 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
0.00
6
Shared Voting Power
1,396,290.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,396,290.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,396,290.00
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)
2.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
BIOTECHNOLOGY VALUE FUND II 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
0.00
6
Shared Voting Power
933,240.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
933,240.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
933,240.00
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)
1.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
BVF II 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
0.00
6
Shared Voting Power
933,240.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
933,240.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
933,240.00
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)
1.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
Biotechnology Value Trading Fund OS 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
100,150.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
100,150.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
100,150.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
BVF Partners OS Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
100,150.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
100,150.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
100,150.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
BVF GP HOLDINGS 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
0.00
6
Shared Voting Power
2,329,530.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,329,530.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,329,530.00
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)
3.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
BVF PARTNERS L P/IL
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
0.00
6
Shared Voting Power
2,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000.00
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)
3.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
BVF INC/IL
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
0.00
6
Shared Voting Power
2,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000.00
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)
3.9 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
92337C203
1
Names of Reporting Persons
LAMPERT MARK N
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
2,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000.00
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)
3.9 %
12
Type of Reporting Person (See Instructions)
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 02494
Item 2.
(a)
Name of person filing:
Biotechnology Value Fund, L.P. ("BVF")
BVF I GP LLC ("BVF GP")
Biotechnology Value Fund II, L.P. ("BVF2")
BVF II GP LLC ("BVF2 GP")
Biotechnology Value Trading Fund OS LP ("Trading Fund OS")
BVF Partners OS Ltd. ("Partners OS")
BVF GP Holdings LLC ("BVF GPH")
BVF Partners L.P. ("Partners")
BVF Inc.
Mark N. Lampert ("Mr. Lampert")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
Biotechnology Value Fund, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF I GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Fund II, L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF II GP LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
Biotechnology Value Trading Fund OS LP
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF Partners OS Ltd.
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
BVF GP Holdings LLC
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Partners L.P.
44 Montgomery St., 40th Floor
San Francisco, California 94104
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Mark N. Lampert
44 Montgomery St., 40th Floor
San Francisco, California 94104
(c)
Citizenship:
Biotechnology Value Fund, L.P.
Delaware
BVF I GP LLC
Delaware
Biotechnology Value Fund II, L.P.
Delaware
BVF II GP LLC
Delaware
Biotechnology Value Trading Fund OS LP
Cayman Islands
BVF Partners OS Ltd.
Cayman Islands
BVF GP Holdings LLC
Delaware
BVF Partners L.P.
Delaware
BVF Inc.
Delaware
Mark N. Lampert
United States
(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 the close of business on August 13, 2025, the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held an aggregate of 2,500,000 Warrants (the "Warrants") exercisable for an aggregate of 2,500,000 Shares. The Warrants are exercisable immediately at an exercise price of $3.50 per Share and may be exercised until 18 months from the date of issuance. A holder of the Warrants will not be entitled to exercise any Warrants that, upon giving effect to such exercise, would cause: (i) the aggregate number of Shares beneficially owned by such holder (together with its affiliates and other attribution parties) to exceed 9.99% of the number of Shares outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Issuer's securities beneficially owned by such holder (together with its affiliates and other attribution parties) to exceed 9.99% of the combined voting power of all of the Issuer's securities outstanding immediately after giving effect to the exercise (the "Warrants Blocker"). As of the close of business on August 13, 2025, the Warrants Blocker does not limit the exercise of any of the Warrants held by the Reporting Persons and the Partners Managed Account.
As of the close of business on August 13, 2025, (i) BVF beneficially owned 1,396,290 Shares consisting of 1,396,290 Shares underlying the Warrants held by it, (ii) BVF2 beneficially owned 933,240 Shares consisting of 933,240 Shares underlying the Warrants held by it, and (iii) Trading Fund OS beneficially owned 100,150 Shares consisting of 100,150 Shares underlying the Warrants held by it.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,396,290 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 933,240 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 100,150 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 2,329,530 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 2,500,000 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 70,320 Shares held in the Partners Managed Account, which consists of 70,320 Shares underlying the Warrants held by it.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,500,000 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 2,500,000 Shares beneficially owned by BVF Inc.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based upon a denominator that is the sum of (i) 61,545,270 Shares outstanding, which is the total number of Shares outstanding as of August 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2025, and (ii) all of the 2,500,000 Shares underlying the Warrants held by the Reporting Persons and Partners Managed Account.
As of the close of business on August 13, 2025, (i) BVF beneficially owned approximately 2.2% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 1.5% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 2.2% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 1.5% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 3.6% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 3.9% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to Amendment No. 1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2020.
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 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.
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