[SCHEDULE 13G/A] Verastem, Inc. SEC Filing

Rhea-AI Filing Summary

OrbiMed Advisors LLC reports holding 1,333,333 warrants to purchase Verastem, Inc. common stock, representing 2.4% of the class. The filing shows OrbiMed has shared voting and dispositive power over these warrants but no sole voting or dispositive power. The reporting person states the warrants are held on behalf of other persons and that investment and voting power are exercised through a management committee of three named members who each disclaim beneficial ownership. The filing certifies the position is not held to change or influence control of Verastem.

Insights

Securities Analyst

TL;DR: A passive, sub-5% position via warrants gives OrbiMed modest potential upside without control influence.

OrbiMed's reported stake of 1,333,333 warrants equal to 2.4% of Verastem's common shares is below the 5% threshold that typically signals significant activist potential. The position is held with shared voting and dispositive power, implying coordinated decision-making rather than unilateral control. Because these are warrants (not currently outstanding common shares), conversion timing and exercise economics will determine actual share dilution or voting impact. The filing's certification that the holdings are not intended to change control is consistent with a portfolio or strategic financing position rather than an activist stake.

Corporate Governance Expert

TL;DR: Governance impact is limited: shared committee control and disclaimers reduce direct beneficial influence.

The disclosure that investment and voting power are exercised through a management committee of named individuals, each disclaiming beneficial ownership, indicates a conventional advisory structure. That structure centralizes decision authority within OrbiMed while maintaining formal separation of beneficial ownership claims. From a governance standpoint, this filing describes a non-controlling position with potential influence dependent on warrant exercise and future share ownership changes. No group disclosures or related-party identifications are provided, and no takeover intent is declared.

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, 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

ORBIMED ADVISORS 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 1,333,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,333,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,333,333.00

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)

2.4 %

12

Type of Reporting Person (See Instructions)

IA

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: OrbiMed Advisors LLC
(b)	Address or principal business office or, if none, residence: 601 Lexington Avenue, 54th Floor New York, NY 10022
(c)	Citizenship: Delaware
(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: 1,333,333 warrants to purchase shares of Common Stock
(b)	Percent of class: 2.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,333,333
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,333,333
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.
	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. The Reporting Person holds 1,333,333 warrants, which upon conversion equals to 2.4% of the shares of Common Stock in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. OrbiMed Advisors LLC exercises investment and voting power over the shares of Common Stock through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares of Common Stock 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 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.

ORBIMED ADVISORS LLC

Signature:	/s/ Carl L. Gordon
Name/Title:	Carl L. Gordon, Member
Date:	08/14/2025