Verastem, Inc. 424B5Registration Statements (S-1 / prospectus)

Risk Factors

Risk Factors ​ ​ ​ ​ S-9 ​ ​ SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ​ ​ ​ ​ S-12 ​ ​ USE OF PROCEEDS ​ ​ ​ ​ S-14 ​ ​ DESCRIPTION OF PRE-FUNDED WARRANTS ​ ​ ​ ​ S-15 ​ ​ DILUTION ​ ​ ​ ​ S-17 ​ ​ UNDERWRITING ​ ​ ​ ​ S-19 ​ ​ MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ​ ​ ​ ​ S-30 ​ ​ LEGAL MATTERS ​ ​ ​ ​ S-35 ​ ​ EXPERTS ​ ​ ​ ​ S-35 ​ ​ WHERE YOU CAN FIND MORE INFORMATION ​ ​ ​ ​ S-35 ​ ​ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ​ ​ ​ ​ S-35 ​ ​ PROSPECTUS ​ ​ ​ Page ​ ABOUT THIS PROSPECTUS ​ ​ ​ ​ 1 ​ ​ ABOUT THE COMPANY ​ ​ ​ ​ 3 ​ ​ Risk Factors ​ ​ ​ ​ 4 ​ ​ FORWARD-LOOKING STATEMENTS ​ ​ ​ ​ 5 ​ ​ USE OF PROCEEDS ​ ​ ​ ​ 7 ​ ​ PLAN OF DISTRIBUTION ​ ​ ​ ​ 8 ​ ​ DESCRIPTION OF COMMON STOCK ​ ​ ​ ​ 10 ​ ​ DESCRIPTION OF PREFERRED STOCK ​ ​ ​ ​ 11 ​ ​ DESCRIPTION OF WARRANTS ​ ​ ​ ​ 12 ​ ​ DESCRIPTION OF DEBT SECURITIES ​ ​ ​ ​ 13 ​ ​ WHERE YOU CAN FIND MORE INFORMATION ​ ​ ​ ​ 21 ​ ​ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ​ ​ ​ ​ 22 ​ ​ LEGAL MATTERS ​ ​ ​ ​ 23 ​ ​ EXPERTS ​ ​ ​ ​ 23 ​ ​ S-i Table of Contents ​ ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and certain other matters relating to us and our business. The second part, the accompanying prospectus, contains and incorporates by reference important business and financial information about us, a description of our common stock, pre-funded warrants and certain other information about us and this offering. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us, our common stock and other information you should know before investing. You should read both this prospectus supplement and the accompanying prospectus, including all documents incorporated by reference herein and therein by reference, together with the additional information described under the heading “ Where You Can Find More Information ” herein and therein before making an investment decision. You should rely only on the information contained or incorporated by reference in this prospectus supplement, th