Verastem, Inc. Files 8-K with Key Agreements and Financial Updates

TL;DR

Verastem dropped an 8-K: material agreements in, material agreements out, plus financial results and stock sales. Big day.

AI Summary

On January 13, 2025, Verastem, Inc. filed an 8-K report detailing several significant events. These include entering into and terminating material definitive agreements, reporting results of operations and financial condition, creating financial obligations, and unregistered sales of equity securities. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing provides crucial updates on Verastem's financial condition, material agreements, and equity transactions, which are important for investors to assess the company's current status and future prospects.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions including material agreements, financial obligations, and equity sales, which can introduce volatility and risk.

Key Players & Entities

• Verastem, Inc. (company) — Registrant
• January 13, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share VSTM The Nasdaq
• $150.0 m — ggregate principal amount not to exceed $150.0 million, consisting of the following: an
• $75.0 million — g of the following: an initial sale of $75.0 million principal amount of Notes; at the opt
• $25.0 million — y, a second sale (the "Second Sale") of $25.0 million principal amount of Notes, at any time
• $50.0 million — third sale (the "Third Sale") of up to $50.0 million principal amount of Notes, at any time
• $55.0 million — vutometinib and defactinib are at least $55.0 million and subject to certain other customary
• $32.3 million — received net proceeds of approximately $32.3 million after repaying the balance of its oblig
• $100.0 million — Participation Percentage") of the first $100.0 million of net sales of each Included Product (
• $150 million — to a maximum of 2.00% in the event that $150 million in aggregate principal amount of Notes
• $5.2931 — 0001 par value per share, at a price of $5.2931 per share, based on the trailing 30-tra
• $2.5 m — mated by the Company in an amount up to $2.5 million, subject to certain limitations a
• $42.7 million — Oxford Loan Agreement of approximately $42.7 million. The obligations included a fee of 5.0%
• $88.8 million — short-term investments of approximately $88.8 million. The foregoing information constitutes

Filing Documents

• tm253090d1_8k.htm (8-K) — 54KB
• tm253090d1_ex10-1.htm (EX-10.1) — 822KB
• tm253090d1_ex10-2.htm (EX-10.2) — 87KB
• tm253090d1_ex99-1.htm (EX-99.1) — 25KB
• 0001104659-25-002859.txt ( ) — 1375KB
• vstm-20250113.xsd (EX-101.SCH) — 3KB
• vstm-20250113_lab.xml (EX-101.LAB) — 33KB
• vstm-20250113_pre.xml (EX-101.PRE) — 22KB
• tm253090d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement On January 13, 2025 Verastem, Inc. (the "Company") entered into a Note Purchase Agreement (the "Note Purchase Agreement") with RGCM SA LLC, as Purchaser Agent, Oberland Capital Management LLC and certain funds managed by Oberland Capital Management LLC, as purchasers (the "Oberland Funds" and, together with other purchasers party thereto from time to time, the "Purchasers"), pursuant to which the Company may sell to the Purchasers, and the Purchasers may buy from the Company, notes (the "Notes") in an aggregate principal amount not to exceed $150.0 million, consisting of the following: an initial sale of $75.0 million principal amount of Notes; at the option of the Company, a second sale (the "Second Sale") of $25.0 million principal amount of Notes, at any time prior to December 31, 2025, upon the United States Food and Drug Administration's ("FDA") approval sufficient for the promotion and sale of avutometinib and defactinib for the treatment of low-grade serous ovarian cancer ("LGSOC") and subject to certain other customary conditions precedent; and at the option of the Company, a third sale (the "Third Sale") of up to $50.0 million principal amount of Notes, at any time prior to December 31, 2026, provided that trailing six-month worldwide net sales of avutometinib and defactinib are at least $55.0 million and subject to certain other customary conditions precedent. Pursuant to the Note Purchase Agreement, on January 13, 2025 (the "Closing Date"), the Company sold Notes in an aggregate principal amount of $75.0 million and received net proceeds of approximately $32.3 million after repaying the balance of its obligations under the existing Oxford Loan Agreement (as defined below), but before payment of certain expenses payable by the Company. The outstanding principal amount of the Notes bear interest at a rate per annum equal to the sum of (i) the greater of the Term SOFR (as defined in the Note Purc

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. Substantially concurrently with the closing of the Note Purchase Agreement, on January 13, 2025, the Company will terminate its loan and security agreement entered into on March 25, 2022 with Oxford Capital, LLC and Oxford Finance Credit Fund III LP (as amended from time to time, the "Oxford Loan Agreement"), and will repay in full the balance of its obligations under the Oxford Loan Agreement of approximately $42.7 million. The obligations included a fee of 5.0% of the original principal amount, which was due at the earlier of prepayment or loan maturity, and certain prepayment fees as set forth in the Oxford Loan Agreement.

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On January 13, 2025, the Company issued a press release announcing their entry into the Note Purchase Agreement and Stock Purchase Agreement, which includes information that, as of December 31, 2024, the Company had preliminary unaudited cash, cash equivalents and short-term investments of approximately $88.8 million. The foregoing information constitutes an unaudited and preliminary estimate that (i) represents the most current information available to management as of the date of the press release and presentation, (ii) is subject to completion of financial closing and procedures that could result in significant changes to the estimated amount, and (iii) does not present all information necessary for an understanding of the Company's financial condition as of, and its results of operations for the fiscal year ended December 31, 2024. Accordingly, undue reliance should not be placed on such estimate. A copy of the press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Note Purchase Agreement is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information regarding the Stock Purchase Agreement set forth under Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. The Company will issue the Shares in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on this exemption from registration for private placements based in part on the representations made by the Investors, including the representations with respect to each Investor's status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor's investment intent. The offer and sale of the Shares have not been registered under the Securities Act.

01 Other Events

Item 8.01 Other Events. On December 30, 2024, the FDA accepted for review the Company's New Drug Application ("NDA") under the accelerated approval pathway for avutometinib, an oral RAF/MEK clamp, in combination with defactinib, an oral FAK inhibitor, for the treatment of adult patients with recurrent LGSOC, who received at least one prior systemic therapy and have a KRAS mutation. The NDA, which was completed by the Company in October 2024, has been granted Priority Review with a Prescription Drug User Fee Act action date of June 30, 2025. In addition, the FDA stated that it is not currently planning to hold an advisory committee meeting to discuss the application. Note Regarding

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K includes forward-looking statements about, among other things, the Company's programs and product candidates, strategy, future plans and prospects, including statements related to the anticipated timing of closing an funding of the transactions with Oberland Capital, the expected timing of further FDA action on the NDA for the avutometinib and defactinib combination product in KRAS-mutant and recurrent LGSOC, the potential clinical value of various of the Company's clinical trials, interactions with regulators, the potential for and timing of commercialization of product candidates and potential for additional development programs. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential" "will," "would," "could," "should," "continue," "can," "promising" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking results to differ materially from those expressed or implied in such statements. Applicable risks and uncertainties include the risks and uncertainties, among other things, regarding: the success in the development and potential commercialization of the Company's product candidates, including avutometinib in combination with other compounds, including defactinib, LUMAKRAS and others; the uncertainties inherent in research and development, such as negative or unexpected results of clinical trials, the occurrence or timing of applications for the Company's product candidates that may be filed with regulatory authorities in any jurisdictions; whether and when regulatory authorities in any jurisdictions may approve or reject any such applications that may be filed for the Company's product candi

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits Exhibit No. Description 10.1* Note Purchase Agreement, dated as of January 13 2025, by and among Verastem, Inc., RGCM SA LLC, Oberland Capital Management LLC and certain funds managed by Oberland Capital Management LLC. 10.2 Stock Purchase Agreement, dated as of January 13, 2025, among Verastem, Inc. and the investors party thereto. 99.1 Press release, dated January 13, 2025, regarding the Note Purchase Agreement and Stock Purchase Agreement. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VERASTEM, INC. Dated: January 13, 2025 By: /s/ Daniel W. Paterson Daniel W. Paterson President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR