Verastem gains new 5% shareholder as Stonepine files Schedule 13G

Rhea-AI Filing Summary

Stonepine Capital Management, LLC, affiliated entities Stonepine Capital, L.P. and Stonepine GP, LLC, together with managing member Jon M. Plexico, filed a passive Schedule 13G on 05 Aug 2025 reporting a 5.0 % beneficial ownership stake in Verastem, Inc. (VSTM).

The group holds 2,833,333 common shares, consisting of 1,500,000 shares and 1,333,333 shares underlying warrants. The percentage is based on 54,949,170 shares outstanding as of 12 May 2025. Each reporting person has shared voting and dispositive power over the entire position and no sole authority. The investors certify that the securities were acquired without the intent to influence control, qualifying under Rule 13d-1(c).

The filing date of the event triggering disclosure is 22 Jul 2025. No additional transactions, board arrangements or financing terms are described.

Insights

Securities Analyst

TL;DR Passive 5% stake by Stonepine; modest but supportive signal, unlikely to move near-term fundamentals.

The disclosure shows an institutional investor reaching the 5 % threshold, triggering a Schedule 13G. Because Stonepine filed passively, it is not seeking control or board representation, limiting immediate strategic implications. Still, the position—2.83 M shares plus warrants—represents roughly one week of current average volume, adding a potentially stable shareholder base. The warrants could bring incremental cash if exercised, although exercise terms are not provided. Overall, the filing is informative but neutral to valuation absent further activism.

Portfolio Manager

TL;DR New 5 % holder adds credibility; could help sentiment for VSTM financing prospects.

Stonepine specialises in small-cap healthcare and often participates in follow-on offerings. Its 5 % holding, including 1.33 M warrants, signals conviction and potential future support in capital raises. While passive today, Stonepine’s shared voting block can vote with management on key proposals. For other investors, a knowledgeable biotech specialist entering at this size is a slight positive for confidence and liquidity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Verastem, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92337C203

(CUSIP Number)

07/22/2025

(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

Stonepine Capital Management, 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 2,833,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,833,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,833,333.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Percentage calculated based on (a) 1,500,000 shares of Common Stock beneficially owned by the reporting person, plus 1,333,333 shares of Common Stock underlying warrants beneficially owned by the reporting person, and (b) 54,949,170 shares of Common Stock outstanding on May 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

Stonepine Capital, 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 2,833,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,833,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,833,333.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Percentage calculated based on (a) 1,500,000 shares of Common Stock beneficially owned by the reporting person, plus 1,333,333 shares of Common Stock underlying warrants beneficially owned by the reporting person, and (b) 54,949,170 shares of Common Stock outstanding on May 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

Stonepine 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 2,833,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,833,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,833,333.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Percentage calculated based on (a) 1,500,000 shares of Common Stock beneficially owned by the reporting person, plus 1,333,333 shares of Common Stock underlying warrants beneficially owned by the reporting person, and (b) 54,949,170 shares of Common Stock outstanding on May 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.

SCHEDULE 13G

CUSIP No. 92337C203

1

Names of Reporting Persons

Jon M. Plexico

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 2,833,333.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,833,333.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,833,333.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Percentage calculated based on (a) 1,500,000 shares of Common Stock beneficially owned by the reporting person, plus 1,333,333 shares of Common Stock underlying warrants beneficially owned by the reporting person, and (b) 54,949,170 shares of Common Stock outstanding on May 12, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.

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: Stonepine Capital Management, LLC, a Delaware limited liability company ("Stonepine") Stonepine Capital, L.P., a Delaware limited partnership (the "Partnership") Stonepine GP, LLC, a Delaware limited liability company (the "General Partner") Jon M. Plexico Stonepine and the General Partner are the investment adviser and general partner, respectively, of the Partnership. Mr. Plexico is the control person of Stonepine and the General Partner. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)	Address or principal business office or, if none, residence: 2900 NW Clearwater Drive, Suite 100-11, Bend, OR 97703
(c)	Citizenship: See Item 4 of the cover sheet for each reporting person.
(d)	Title of class of securities: Common Stock
(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: Stonepine: 2,833,333 Partnership: 2,833,333 General Partner: 2,833,333 Jon M. Plexico: 2,833,333
(b)	Percent of class: Stonepine: 5.0% Partnership: 5.0% General Partner: 5.0% Jon M. Plexico: 5.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Stonepine: 0 Partnership: 0 General Partner: 0 Jon M. Plexico: 0
	(ii) Shared power to vote or to direct the vote: Stonepine: 2,833,333 Partnership: 2,833,333 General Partner: 2,833,333 Jon M. Plexico: 2,833,333
	(iii) Sole power to dispose or to direct the disposition of: Stonepine: 0 Partnership: 0 General Partner: 0 Jon M. Plexico: 0
	(iv) Shared power to dispose or to direct the disposition of: Stonepine: 2,833,333 Partnership: 2,833,333 General Partner: 2,833,333 Jon M. Plexico: 2,833,333
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. The Partnership holds Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.
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.

Stonepine Capital Management, LLC

Signature:	/s/ Jon M. Plexico
Name/Title:	Managing Member
Date:	08/05/2025

Stonepine Capital, L.P.

Signature:	/s/ Jon M. Plexico
Name/Title:	Managing Member of the General Partner, Stonepine GP, LLC
Date:	08/05/2025

Stonepine GP, LLC

Signature:	/s/ Jon M. Plexico
Name/Title:	Managing Member
Date:	08/05/2025

Jon M. Plexico

Signature:	/s/ Jon M. Plexico
Name/Title:	Reporting person
Date:	08/05/2025

Exhibit Information

Exhibit 99 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G

FAQ

How many Verastem shares does Stonepine Capital own?

Stonepine and affiliates report 2,833,333 common shares, including warrants.

What percentage of VSTM does the 2.83 M share position represent?

The position equals 5.0 % of Verastem’s outstanding common stock.

Is Stonepine seeking control of Verastem?

No. The Schedule 13G is filed on a passive basis; the group states it is not trying to influence control.

When was the ownership threshold crossed?

The event date requiring filing is 22 Jul 2025; the Schedule 13G was signed 05 Aug 2025.

Does Stonepine have sole or shared voting power?

The group reports shared voting and dispositive power over all 2.83 M shares; none are held with sole authority.