Biotechnology Value Fund and affiliated entities disclosed sizable holdings in Verastem, Inc. (VSTM) and rights to acquire additional shares through warrants. As of June 30, 2025 the Reporting Persons and a Partners managed account held an aggregate of 2,500,000 warrants exercisable for 2,500,000 shares at an exercise price of $3.50 per share, exercisable until 18 months from issuance. A contractual "Warrants Blocker" limits exercise to 2,316,406 of those shares to prevent ownership or voting power from exceeding 9.99%.
The filing shows current beneficial ownership by individual reporting entities: BVF 3,244,310 shares (≈5.8%, including 1,396,290 warrant shares), BVF2 2,173,798 shares (≈3.9%, including 920,116 warrant shares), and Trading Fund OS 214,663 shares (less than 1%, excluding 100,150 warrant shares). Aggregated positions attributed through control structures are reported as 5,418,108 shares (≈9.5%) for BVF GP Holdings and 5,720,831 shares (≈9.99%) for Partners, BVF Inc. and Mark N. Lampert. Several entities disclaim beneficial ownership of shares held by related reporting persons.
Positive
Transparent disclosure of current share counts and warrant positions provides clarity on aggregate economic and voting exposure
Warrants exercise price and expiration ($3.50, exercisable until 18 months from issuance) are explicitly stated, aiding investor assessment of potential dilution
Significant aggregated stake reported (up to 5,720,831 shares, ≈9.99%) could be material to governance and voting outcomes
Warrant limitations mean only 2,316,406 of the 2,500,000 warrant shares can be exercised under the blocker as of June 30, 2025
Complex ownership chain with multiple entities and disclaimers increases difficulty of attributing definitive beneficial ownership among affiliates
Insights
TL;DR: BVF group holds substantial VSTM exposure via shares and warrants; contractual blocker limits immediate conversion above 9.99%.
The filing documents explicit, aggregated economic and voting exposure to Verastem common stock: 2,500,000 warrants exercisable at $3.50 and a contractual limitation that caps immediate exercise to 2,316,406 shares to avoid exceeding 9.99% ownership or voting power. Reported beneficial holdings by primary entities are 3,244,310, 2,173,798 and 214,663 shares respectively, and control-layer aggregation yields reported interests of 5,418,108 and 5,720,831 shares. This disclosure is material for investors tracking potential dilution, voting blocs, and insider alignment but is a positional filing rather than an operational update.
TL;DR: Ownership structure shows layered control and customary disclaimers; several entities may be deemed to beneficially own near the 9.99% threshold.
The schedule clarifies relationships: general partners, GP holdings, Partners as investment manager, BVF Inc., and Mark N. Lampert are each identified as potentially being deemed to beneficially own aggregated shares (reported up to 5,720,831 shares or ≈9.99%). The filing includes standard disclaimers that some entities disavow beneficial ownership of shares held by affiliated reporting persons. The presence of a contractual "Warrants Blocker" and the specified denominator for percentage calculations (base 54,949,170 shares outstanding plus applicable warrant shares) are important for governance and regulatory threshold considerations.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Verastem, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value 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
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
3,244,310.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,244,310.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,244,310.00
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)
5.8 %
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
3,244,310.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,244,310.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,244,310.00
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)
5.8 %
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
2,173,798.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,173,798.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,173,798.00
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)
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
2,173,798.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,173,798.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,173,798.00
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)
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
214,663.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
214,663.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
214,663.00
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)
0.4 %
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
214,663.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
214,663.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
214,663.00
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)
0.4 %
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
5,418,108.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,418,108.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,418,108.00
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)
9.5 %
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
5,720,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,720,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,720,831.00
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
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
5,720,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,720,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,720,831.00
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)
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
5,720,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,720,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,720,831.00
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)
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 June 30, 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 June 30, 2025, the Warrants Blocker limits the exercise of the Warrants held by the Reporting Persons and the Partners Managed Account to 2,316,406 out of the 2,500,000 Shares underlying the Warrants held by them.
As of the close of business on June 30, 2025, (i) BVF beneficially owned 3,244,310 Shares, including 1,396,290 Shares underlying the Warrants held by it, (ii) BVF2 beneficially owned 2,173,798 Shares, including 920,116 Shares underlying certain Warrants held by it and excluding 13,124 Shares underlying certain Warrants held by it, and (iii) Trading Fund OS beneficially owned 214,663 Shares, excluding 100,150 Shares underlying the Warrants held by it.
BVF GP, as the general partner of BVF, may be deemed to beneficially own the 3,244,310 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,173,798 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 214,663 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 5,418,108 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 5,720,831 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 88,060 Shares held in the Partners Managed Account, which excludes 70,320 Shares underlying the Warrants held by it.
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 5,720,831 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 5,720,831 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) 54,949,170 Shares outstanding, which is the total number of Shares outstanding as of May 12, 2025, as disclosed in the Issuer's Prospectus filed with the Securities and Exchange Commission on May 20, 2025, and (ii) certain or all of the 2,316,406 Shares underlying certain Warrants held by the Reporting Persons and Partners Managed Account, as applicable.
As of the close of business on June 30, 2025, (i) BVF beneficially owned approximately 5.8% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.9% 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 5.8% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.9% 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 9.5% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% 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.
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.
BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.
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.
How many VSTM shares do the Biotechnology Value Fund reporting persons beneficially own?
The filing reports BVF beneficially owns 3,244,310 shares, BVF2 owns 2,173,798 shares, and Trading Fund OS owns 214,663 shares.
What warrants do the Reporting Persons hold in Verastem (VSTM)?
The Reporting Persons and a Partners managed account hold an aggregate of 2,500,000 warrants exercisable for 2,500,000 shares at an exercise price of $3.50 per share, exercisable until 18 months from issuance.
What is the "Warrants Blocker" and how many shares does it limit?
The "Warrants Blocker" prevents exercises that would cause ownership or voting power to exceed 9.99%; it currently limits exercise to 2,316,406 of the 2,500,000 warrant shares.
What percentage of VSTM does BVF group report owning?
Based on a denominator of 54,949,170 shares outstanding (May 12, 2025) plus applicable warrant shares, BVF reports approximately 5.8%, BVF2 3.9%, and aggregated entities up to 9.99%.
Do reporting persons disclaim beneficial ownership of certain shares?
Yes. Several entities (e.g., BVF GP, BVF2 GP, Partners OS, BVF GPH, Partners, BVF Inc., Mr. Lampert) include disclaimers that they do not beneficially own shares held by other reporting persons.
When is the ownership snapshot reported in this Schedule 13G/A?
The ownership and warrant positions are reported as of the close of business on June 30, 2025.
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