Verastem, Inc.: agrees to offer 30,937,500 shares and pre-funded warrants

What happened

• Verastem, Inc. announced on Oct 14, 2026 that it entered into an underwriting agreement with Jefferies LLC and Guggenheim Securities, LLC, as representatives of the underwriters, relating to an underwritten offering of 30,937,500 shares of common stock and pre-funded warrants to purchase up to 312,503 shares.
• Each share is being offered at an offering price of $8.00, and each pre-funded warrant is offered at $7.9999 (equal to the per-share price less the $0.0001 exercise price). The company expects to receive net proceeds of approximately $234,700,000 after underwriting discounts, commissions and estimated offering expenses. The closing is expected on or about Oct 15, 2026.

Key details

• The offering is being made under the company’s shelf registration statement on Form S-3 (File No. 333-289399), declared effective Aug 15, 2025.
• Each pre-funded warrant has an exercise price of $0.0001, does not expire, and is exercisable in cash or by cashless exercise; exercises may be limited so a holder’s beneficial ownership does not exceed 4.99% or 9.99% (holder election) of outstanding shares, with the holder able to increase or decrease that percentage upon 61 days’ notice up to a maximum of 19.99%.
• The underwriting agreement contains customary representations, warranties, closing conditions and indemnification provisions. Ropes & Gray LLP issued a legal opinion dated Oct 14, 2026 regarding the shares and pre-funded warrants.

Why it may matter

• Item 8.01 (Other events) was reported and covers the company’s entry into the underwriting agreement for the offering described above. Item 9.01 (Financial statements and exhibits) was filed to include the underwriting agreement, form of pre-funded warrant and counsel opinion.
• This filing does not show why the company acted.