Verastem, Inc. 8-KCurrent Reports (8-K / ad hoc)

Financial Statements

Item 8.01 Other Events. On October 14, 2026, Verastem, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to the underwritten offering, issuance and sale by the Company of: (i) 30,937,500 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) to certain investors, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 312,503 shares of Common Stock (collectively, the “Offering”). All of the Shares and the Pre-Funded Warrants will be sold by the Company. Each share of Common Stock is being offered at an offering price of $8.00, less the underwriting discounts and commissions, and each Pre-Funded Warrant is being offered at an offering price of $7.9999, which is equal to the offering price per share of Common Stock less the $0.0001 exercise price of each Pre-Funded Warrant, less the underwriting discounts and commissions. The Company expects to receive net proceeds from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses, of approximately $234.7 million. The Offering was made pursuant to the Company’s shelf registration statement on Form S-3, as amended (File No. 333-289399), which was declared effective on August 15, 2025. The closing of the Offering is expected to take place on or about October 15, 2026, subject to the satisfaction of customary closing conditions. Each Pre-Funded Warrant will have an exercise price equal to $0.0001 per underlying share of Common Stock. Each Pre-Funded Warrant is exercisable for the number of shares of the Company’s Common Stock stated therein. The Pre-Funded Warrants will not expire and are exercisable in cash or by means of a cashless exercise. Each Pre-Funded Warrant will be exercisable in whole or in part by delivering a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or simila