Verastem,Inc. (NASDAQ:VSTM) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Verastem,Inc. (NASDAQ:VSTM) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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On June26, 2018, Verastem,Inc. (the “Company”) drew an additional advance of $10.0 million under its loan and security agreement (the “Loan Agreement”), dated March31, 2017, between the Company and Hercules Capital,Inc. (“Hercules”) as amended by the first amendment dated January4, 2018 (the “First Amendment”) and the second amendment dated March6, 2018 (the “Second Amendment” and together with the Loan Agreement and First Amendment, the “Amended Loan Agreement”).

to the terms of the Amended Loan Agreement, the Company must pay interest only on each advance until May1, 2019.Thereafter, amortization payments will be payable monthly in twenty installments of principal and interest. Upon and during the continuance of any one or more events of default, Hercules may accelerate and demand payment of all of the secured obligations under the Amended Loan Agreement. Events of default include failure to make payment under the Amended Loan Agreement, certain breaches or defaults by the Company of its obligations under the Amended Loan Agreement, circumstances that would reasonably be expected to have a material adverse effect, materially false or misleading representations or warranties made by the Company, certain events of insolvency of the Company and judgments against the Company.

Additional details regarding the Amended Loan Agreement are contained in the Company’s Annual Report on Form10-K (the “10-K”) and the Company’s subsequent Quarterly Reports on Form10-Q (the “10-Qs”) and are incorporated herein by reference. The descriptions of the Amended Loan Agreement contained in the 10-K, the 10-Qs and herein are qualified in their entirety by reference to the complete text of the Loan Agreement, the First Amendment and Second Amendment, including the exhibits thereto, copies of which are filed as Exhibits10.26, 10.27 and 10.28 to the 10-K filed with the SEC on March13, 2018.


About Verastem,Inc. (NASDAQ:VSTM)

Verastem, Inc. is a biopharmaceutical company. The Company is focused on discovering and developing drugs to improve outcomes for patients with cancer. The Company operates in the segment of developing drugs for the treatment of cancer. The Company’s advanced product candidates are VS 6063, VS 4718 and VS 5584. The Company’s programs target the Focal Adhesion Kinase (FAK) and the PI3K/mTOR signaling pathways. FAK is a non-receptor tyrosine kinase encoded by the PTK-2 gene that is involved in cellular adhesion and, in cancer, metastatic capability. The Company’s VS-6063 (defactinib) and VS 4718 are orally available small molecule compounds designed to inhibit FAK signaling. The Company’s VS-5584 is an orally available small molecule that inhibits both mTORC1/2 and PI3K signaling. The Company is engaged in running clinical trials in cancers where there are limited treatment options, including lung, ovarian, lymphoma, pancreatic and other advanced cancers.

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