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 June14, 2018, Verastem,Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Consonance Capital Master Account L.P. and P Consonance Opportunities Ltd. (the “Investors”) relating to the registered offering of 7,166,666 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Offering”). The Investors have agreed to purchase the Shares to the Purchase Agreement at a price of $6.00 per share.

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), a related registration statement filed on June14, 2018 to Rule462(b)under the Securities Act of 1933, as amended, and a related prospectus supplement. The closing of the Offering is expected to take place on or about June18, 2018, subject to the satisfaction of customary closing conditions.

Ropes& Gray LLP, counsel to the Company, has issued an opinion to the Company, dated June14, 2018 regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit5.1 hereto.

On June14, 2018, the Company issued a press release announcing that it entered into the Purchase Agreement. Copies of the Purchase Agreement and press release are filed herewith as Exhibits 99.1 and 99.2, respectively.

Item 8.01. Financial Statements and Exhibits.

See ExhibitIndex attached hereto.

Verastem, Inc. Exhibit
EX-5.1 2 a18-15304_3ex5d1.htm EX-5.1 Exhibit 5.1   June 14,…
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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