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

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

On August28, 2017, Verastem,Inc. (the “Company”) entered into Amendment No.1 (the “Amendment”) to its Controlled Equity OfferingSMSales Agreement, dated as of March30, 2017 (the “Sales Agreement” and, as amended by the Amendment, the “Amended Sales Agreement”), with Cantor Fitzgerald& Co., as agent (“Agent”). The sole effect of the Amendment is to increase the maximum aggregate offering price of shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), which the Company may issue and sell from time to time under the Amended Sales Agreement (the “Offering”) to up to $75,000,000 from $35,000,000. On August28, 2017, the Company filed a prospectus supplement with the Securities and Exchange Commission in connection with the Offering (the “Prospectus Supplement”) under its existing Registration Statement on FormS-3 (File No 333-217048), which became effective on April24, 2017 (the “Registration Statement”).

A copy of the Amendment is attached as Exhibit1.1 hereto and is incorporated herein by reference. A copy of the Sales Agreement is attached as Exhibit1.1 to the Registration Statement and is incorporated herein by reference. The foregoing description of the material terms of the Amended Sales Agreement, consisting of the Amendment and the Sales Agreement, does not purport to be complete and is qualified in its entirety by reference to such agreements.

Ropes& Gray LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit5.1 hereto.

The Shares will be sold to the Registration Statement, and offerings of the Shares will be made only by means of the prospectus supplement and the accompanying prospectus. This Current Report on Form8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See ExhibitIndex attached hereto.


Verastem, Inc. Exhibit
EX-1.1 2 a17-21024_2ex1d1.htm EX-1.1 Exhibit 1.1   AMENDMENT NO. 1 TO SALES AGREEMENT   THIS AMENDMENT NO. 1 TO THE CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT,…
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.