RTW/Wong Report Shared Voting Power Over 5.6M Verastem Shares

Rhea-AI Filing Summary

RTW Investments, LP and Roderick Wong report beneficial ownership of 5,626,803 shares of Verastem, Inc. common stock, representing 9.99% of the outstanding shares on a fully exercised basis. The percentage calculations assume exercise of warrants to purchase 1,375,187 shares and use a base of 54,949,170 shares outstanding as reported by the company on May 12, 2025.

The filing shows shared voting and dispositive power over the reported shares (no sole voting or dispositive power). The RTW Funds, including RTW Master Fund, Ltd., have rights to dividends or sale proceeds for certain shares. Item 10 certifies the holdings were acquired in the ordinary course and not to change or influence control, other than activities related to a nomination under 240.14a-11.

Positive

• Material stake disclosed: Reporting Persons beneficially own 5,626,803 shares, representing 9.99% of Verastem on a fully exercised basis.
• Warrants included: The reported position includes warrants to purchase 1,375,187 shares, and exercise is subject to a cap that prevents ownership above 9.99%.
• Clear voting/dispositive structure: Filing specifies shared voting and dispositive power, improving transparency about who may direct votes or dispositions.

Negative

• None.

Insights

Securities Analyst

TL;DR: RTW discloses a significant 9.99% position in Verastem with shared voting power and warrants capped to avoid exceeding 9.99%.

This Schedule 13G/A signals that a sophisticated investment adviser and its CIO collectively hold a material minority stake in Verastem. The filing clarifies the stake is reported on a fully exercised basis including 1,375,187 warrants but is contractually constrained from exceeding 9.99%. The reporting shows shared voting and dispositive power rather than sole control, and Item 10 states the position was accumulated in the ordinary course, not to effect control. For investors, the disclosure confirms concentrated ownership without an explicit control intent.

Corporate Governance Expert

TL;DR: Shared authority across RTW Funds and a sub-10% cap suggest passive, coordinated ownership rather than a control-seeking stake.

The document documents coordinated holdings across RTW Funds with shared voting and dispositive authority, and it names RTW Master Fund, Ltd. as holding rights to proceeds for more than 5% of the reported shares. The certification in Item 10 reiterates that the position was not acquired to change control, aside from potential nomination activities under proxy rules. Governance implications are mainly disclosure-driven: the position is material but structured to remain below common control-trigger thresholds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Verastem, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(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

RTW Investments, 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 5,626,803.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,626,803.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,626,803.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

Roderick Wong

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 5,626,803.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,626,803.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,626,803.00

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)

9.9 %

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, 02494.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.0001 per share (the "Shares") of Verastem, Inc. (the "Company") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)	Citizenship: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(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: The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The amounts reported herein assume the exercise of warrants held by the Reporting Persons to purchase 1,375,187 Shares (the "Warrants") the maximum amount that may be exercised given the current number of outstanding shares and the shares held by the Reporting Persons. 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 Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon 54,949,170 Shares outstanding as of May 12, 2025 as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2025, and assume the exercise of Warrants held by the Reporting Persons to purchase 1,375,187 Shares.
(b)	Percent of class: RTW Investments: 9.99% Dr. Wong: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: RTW Investments: 0 Dr. Wong: 0
	(ii) Shared power to vote or to direct the vote: RTW Investments: 5,626,803 Shares Dr. Wong: 5,626,803 Shares
	(iii) Sole power to dispose or to direct the disposition of: RTW Investments: 0 Dr. Wong: 0
	(iv) Shared power to dispose or to direct the disposition of: RTW Investments: 5,626,803 Shares Dr. Wong: 5,626,803 Shares
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. See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. RTW Master Fund, Ltd., an RTW Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than 5% of the Shares reported herein.
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.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	08/14/2025

Roderick Wong

Signature:	s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	08/14/2025

FAQ

What stake does RTW Investments report in Verastem (VSTM)?

RTW Investments and Roderick Wong report beneficial ownership of 5,626,803 shares, equal to 9.99% of Verastem on a fully exercised basis.

Do the Reporting Persons have sole voting power over the VSTM shares?

No. The filing shows 0 shares with sole voting power and 5,626,803 shares with shared voting power.

Are warrants included in the ownership calculation for VSTM?

Yes. The calculation assumes exercise of warrants to purchase 1,375,187 shares, subject to a limit that prevents beneficial ownership above 9.99%.

Does the filing say the stake was acquired to influence control of Verastem?

Item 10 certifies the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control, except for activities related to a nomination under 240.14a-11.

Which RTW entity has rights to dividends or sale proceeds for more than 5% of the reported shares?

The filing identifies RTW Master Fund, Ltd., an RTW Fund, as having the right to receive dividends or proceeds for more than 5% of the reported shares.