Verastem,Inc. (NASDAQ:VSTM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On January4, 2018, Verastem,Inc. (the “Company”) entered into the First Amendment to Loan and Security Agreement (the “First Amendment”) by and among the Company, the Lender (as defined therein) and Hercules Capital, Inc. (“Hercules”). The First Amendment amends that certain Loan and Security Agreement, dated as of March21, 2017 (the “Original Loan Agreement”, and as amended by the First Amendment, the “Loan Agreement”), by and among the Company, the Lender (as defined therein) and Hercules. Under the Original Loan Agreement, the Company could borrow up to $25.0 million, and the First Amendment increased this limit to $50.0 million. Because the Company had already borrowed $15.0 million prior to entering into the First Amendment, the Company now has $35.0 million of borrowing capacity remaining under the Loan Agreement. The remaining $35.0 million of borrowing capacity may be drawn in minimum increments of $5.0 million in multiple tranches comprised of (i)term loans (each a “Term E Loan Advance”) in an aggregate principal amount of up to $10.0 million and (ii)subject to Hercules’ sole discretion, term loans (each a “Term F Loan Advance”) in an aggregate principal amount of up to $25.0 million. The Loan Agreement (x)permits the Company to draw Term E Loan Advances subject to (i)the U.S. Food and Drug Administration accepting on or prior to September30, 2018 the Company’s new drug application for duvelisib and (ii)delivery to Hercules of the Company’s financial and business projections in form and substance reasonably acceptable to Hercules and (y)permits the Company to draw Term F Loan Advances subject to the prior drawing of all other tranches and Hercules’ sole discretion. If drawn, the additional tranches shall bear interest and have the same maturity as all other loans outstanding under the Loan Agreement.
The foregoing description of the principal terms of the First Amendment is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the First Amendment, which is attached as Exhibit10.1 to this Current Report on Form8-K and incorporated herein by reference. Additional details regarding the 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 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, including the exhibits thereto, a copy of which is filed as Exhibit10.26 to the 10-K filed with the U.S. Securities and Exchange Commission on March23, 2017.
Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information in Item 1.01 above relating to the First Amendment is incorporated by reference into this Item 1.01.
Item 1.01 Regulation FD Disclosure
On January4, 2018, the Company issued a press release announcing that it entered into the First Amendment. A copy of the press release is furnished as Exhibit99.1 hereto.
Item 1.01. Financial Statements and Exhibits