Verastem,Inc. (NASDAQ:VSTM) Files An 8-K Other Events

Verastem,Inc. (NASDAQ:VSTM) Files An 8-K Other Events
Item 8.01. Other Events.

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On May16, 2018, Verastem,Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald& Co. (“Cantor”) relating to the underwritten offering of 7,777,778 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Offering”). Cantor has agreed to purchase the Shares to the Underwriting Agreement at a price of $4.31 per share. In addition, the Company granted Cantor an option to purchase, at the public offering price less any underwriting discounts and commissions, an additional 1,166,666 shares of Common Stock, exercisable for 30 days from the date of the prospectus supplement.

The Offering is being made to a shelf registration statement the Company filed with the Securities and Exchange Commission that became effective on April24, 2017 (Registration No.333-217048) (the “Registration Statement”) and a related prospectus supplement. The closing of the Offering is expected to take place on or about May18, 2018, subject to the satisfaction of customary closing conditions.

A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K.

Ropes& Gray LLP, counsel to the Company, has issued an opinion to the Company, dated May18, 2018 regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit5.1 to this Current Report on Form8-K.

Item 8.01. Financial Statements and Exhibits.

See ExhibitIndex attached hereto.

Verastem, Inc. Exhibit
EX-1.1 2 a18-13755_1ex1d1.htm EX-1.1 Exhibit 1.1   7,…
To view the full exhibit click here

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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