VSTM / Verastem, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 Verastem, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Verastem Oncology Announces Late-Breaking Abstract from Partner GenFleet Therapeutics’ Study in China of GFH375 (VS-7375) in Advanced Non-Small Cell Lung Cancer at IASLC 2025 World Conference on Lung Cancer GFH375 demonstrated an overall response rat

Exhibit 99.1 Verastem Oncology Announces Late-Breaking Abstract from Partner GenFleet Therapeutics’ Study in China of GFH375 (VS-7375) in Advanced Non-Small Cell Lung Cancer at IASLC 2025 World Conference on Lung Cancer GFH375 demonstrated an overall response rate (ORR) of 68.8% in non-small cell lung cancer (NSCLC) at the recommended Phase 2 dose of 600 mg QD GFH375 demonstrated an ORR of 57.7% i

securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

As filed with the Securities and Exchange Commission on August 12, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

Shares of Common Stock (par value $0.0001 per share)

  Exhibit 1.2   Verastem, Inc.   Shares of Common Stock (par value $0.0001 per share)   Controlled Equity OfferingSM   Sales Agreement   August 8, 2025   Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022   Ladies and Gentlemen:   WHEREAS, Cantor Fitzgerald & Co. (the “Agent”) and Verastem, Inc., a Delaware corporation (the “Company”) are parties to that certain Controlled Equity Offe

VERASTEM, INC. U.S. Bank TRUST COMPANY, National Association, as Trustee Dated as of [ ], [ ] TABLE OF CONTENTS

Exhibit 4.8 VERASTEM, INC. and U.S. Bank TRUST COMPANY, National Association, as Trustee INDENTURE Dated as of [ ], [ ] TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.3. RULES OF CONSTRUCTION 5 ARTICLE 2. THE SECURITIES 6 2.1. ISSUABLE IN SERIES 6 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURI

securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

As filed with the Securities and Exchange Commission on August 8, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 8, 2025 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 Verastem, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effe

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Press Release issued by Verastem, Inc. on August 7, 2025 (furnished herewith).

Verastem Oncology Reports Second Quarter 2025 Financial Results and Highlights Recent Business Updates Achieved AVMAPKI™ FAKZYNJA™ CO-PACK net product revenue of $2.

First Amendment to the License Agreement, dated April 3, 2025, by and between the Registrant and Pfizer Inc.

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Verastem Oncology Announces Updated Data from Partner GenFleet Therapeutics’ Phase 1 Study in China of GFH375 (VS-7375), an Oral KRAS G12D (ON/OFF) Inhibitor In the study in China, GFH375 demonstrated an ORR of 52% in patients with pancreatic ductal

Exhibit 99.1 Verastem Oncology Announces Updated Data from Partner GenFleet Therapeutics’ Phase 1 Study in China of GFH375 (VS-7375), an Oral KRAS G12D (ON/OFF) Inhibitor In the study in China, GFH375 demonstrated an ORR of 52% in patients with pancreatic ductal adenocarcinoma and an ORR of 42% with non-small cell lung cancer Company activating sites in the U.S. for VS-7375 to begin enrollment in

Verastem Oncology R&D Investor Event ASCO 2025 June 2, 2025

Exhibit 99.1 Verastem Oncology R&D Investor Event ASCO 2025 June 2, 2025 2 Forward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements relate d to the anticipated timing of a potential launch of avutometinib and defactin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 Verastem, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 Verastem, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 2, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Verastem Oncology Announces Positive Updated Results from RAMP 205 Evaluating Avutometinib Plus Defactinib in Combination with Standard-of-Care Chemotherapy in Frontline Metastatic Pancreatic Ductal Adenocarcinoma Selected recommended Phase 2 dose: D

Exhibit 99.1 Verastem Oncology Announces Positive Updated Results from RAMP 205 Evaluating Avutometinib Plus Defactinib in Combination with Standard-of-Care Chemotherapy in Frontline Metastatic Pancreatic Ductal Adenocarcinoma Selected recommended Phase 2 dose: Dose level 1 demonstrated an ORR of 83% (10/12) in frontline metastatic pancreatic ductal adenocarcinoma Plans for registrational Phase 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2025 Verastem, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

VERASTEM, INC. Up to 3,429,287 shares of Common Stock Up to 7,285,713 shares of Common Stock Underlying Pre-Funded Warrants

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-287235 PROSPECTUS VERASTEM, INC. Up to 3,429,287 shares of Common Stock Up to 7,285,713 shares of Common Stock Underlying Pre-Funded Warrants This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified in this prospectus, including their transferees, pledgees, donees or

VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200

VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 May 16, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Verastem, Inc. Registration Statement on Form S-3 (File No. 333-287235) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securi

Press Release issued by Verastem, Inc. on May 13, 2025 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports First Quarter 2025 Financial Results and Highlights Recent Business Updates AVMAPKI™ FAKZYNJA™ CO-PACK launch underway following accelerated approval on May 8, 2025, for adult patients with KRAS-mutated recurrent LGSOC U.S. IND cleared for VS-7375, oral KRAS G12D (ON/OFF) inhibitor; expect to initiate Phase 1/2a study in mid-2025 Initial safety and efficacy r

As filed with the Securities and Exchange Commission on May 13, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 13, 2025 Registration No.

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value p

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

FDA Approves the AVMAPKI™ FAKZYNJA™ Combination Therapy as the First-Ever Treatment for Adult Patients with KRAS-mutated Recurrent Low-Grade Serous Ovarian Cancer AVMAPKI plus FAKZYNJA to be commercially available by prescription as a convenient oral

Exhibit 99.1 FDA Approves the AVMAPKI™ FAKZYNJA™ Combination Therapy as the First-Ever Treatment for Adult Patients with KRAS-mutated Recurrent Low-Grade Serous Ovarian Cancer AVMAPKI plus FAKZYNJA to be commercially available by prescription as a convenient oral combination co-packaged together and will be known as “AVMAPKI FAKZYNJA CO-PACK” Accelerated approval, well ahead of the June 30, 2025 P

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Registration Rights Agreement, dated April 25, 2025, by and among Verastem, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 25, 2025)

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 25, 2025, is entered into by and among Verastem, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2025 Verastem, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Verastem Oncology Announces $75 million Private Placement

Exhibit 99.1 Verastem Oncology Announces $75 million Private Placement BOSTON–(BUSINESS WIRE) – April 25, 2025– Verastem Oncology (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patients with RAS/MAPK pathway-driven cancers, today announced that it has entered into a securities purchase agreement with certain institutional and accredited investors for a private

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.3 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 25, 2025)

Exhibit 10.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEE

Securities Purchase Agreement, dated April 25, 2025, by and among Verastem, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 25, 2025)

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 25, 2025, by and among Verastem, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and del

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Defin

VERASTEM, INC. Up to 1,416,939 Shares of Common Stock

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(3)  Registration No. 333-285972 PROSPECTUS VERASTEM, INC. Up to 1,416,939 Shares of Common Stock This prospectus relates to the resale or other disposition from time to time of up to 1,416,939 shares of our common stock par value $0.0001 per share (the “Common Stock”) by the selling stockholders identified in this prospectus, including their transf

VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200

VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 March 26, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Verastem, Inc. Registration Statement on Form S-3 (File No. 333-285972) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Secu

Second Amendment to License Agreement for CKI27, dated August 12, 2021, between Verastem, Inc. and Chugai Pharmaceutical Co. Ltd.

Exhibit 10.19 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***] Verastem, Inc., and Chugai Pharmaceutical Co., Ltd. SECOND AMENDMENT TO LICENSE AGREEMENT THIS SECOND AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is effective as of

Delivering Novel Therapies for RAS/MAPK Pathway Driven Cancers Corporate Presentation | March 2025

Exhibit 99.1 Delivering Novel Therapies for RAS/MAPK Pathway Driven Cancers Corporate Presentation | March 2025 2 Forward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements relate d to the anticipated timing of a potent

First Amendment to License Agreement for CKI27, dated April 19, 2020 between Verastem, Inc. and Chugai Pharmaceutical, Co. Ltd.

Exhibit 10.18 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***] 1st Amendment to LICENSE AGREEMENT FOR CKI27 This 1st Amendment to License Agreement for CKI27 (“Agreement”) is made and entered into as of the date of last signature belo

As filed with the Securities and Exchange Commission on March 20, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 20, 2025 Registration No.

Press Release issued by Verastem, Inc. on March 20, 2025 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports Fourth Quarter and Full Year 2024 Financial Results and Highlights Recent Business Updates Avutometinib plus defactinib granted priority review by FDA in December 2024, under the accelerated approval pathway, for KRAS mutant recurrent LGSOC; PDUFA action date set for June 30, 2025 Filed an investigational new drug application in the U.S. for VS-7375, an oral

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2025 Verastem, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value

Third Amendment to License Agreement for CKI27, dated May 10, 2023, between Verastem, Inc. and Chugai Pharmaceutical Co. Ltd.

Exhibit 10.20 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***] THIRD AMENDMENT TO LICENSE AGREEMENT FOR CKI27 This Third Amendment to License Agreement for CKI27 (this “Amendment”), effective as of May 10, 2023 (the “Amendment Effecti

Description of Securities (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed by the Registrant on March 20, 2025)

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES DESCRIPTION OF CAPITAL STOCK General The following is a summary of information concerning the capital stock of Verastem, Inc. (“Verastem” or “the Company”). The summaries and descriptions below do not purport to be complete and are subject to and qualified in their entirety by reference to the Delaware General Corporation Law, the Company’s Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-354

Form of Restricted Stock Unit Agreement under the Amended and Restated 2021 Equity Incentive Plan.

Exhibit 10.45 Name: [] Number of Restricted Stock Units: [] Date of Grant: [] Vesting Commencement Date: [] VERASTEM, INC. 2021 Equity Incentive Plan Restricted Stock Unit Agreement This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Verastem, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuan

Collaboration and Option Agreement by and between Verastem, Inc. and GenFleet Therapeutics (Shanghai), Inc. dated as of August 24, 2023.

Exhibit 10.44 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. COLLABORATION AND OPTION AGREEMENT by and between VERASTEM, INC. and GENFLEET THERAPEUTICS (SHANGHAI), INC. dated as of August 24, 2023 TABLE OF CONTENTS ARTICLE 1 DEFINI

Subsidiaries of the Registrant

Exhibit 21.1 List of Registrant’s Subsidiaries Verastem Securities Company, incorporated in Massachusetts, a wholly owned subsidiary. Verastem Europe GmbH, incorporated in Germany, a wholly owned subsidiary.

Second Amendment of Lease Agreement, dated November 1, 2024, between the Registrant and 117 Kendrick DE, LLC

Exhibit 10.13 SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 1st day of November, 2024 (the “Effective Date”) by and between 117 Kendrick DE, LLC, a Delaware limited liability company (“Landlord”), and Verastem, Inc., a Delaware corporation (“Tenant”). Recitals A.Landlord, as the successor-in-interest to Intercontinental Fund III 1

Insider Trading Policy

Exhibit 19.1 Insider Trading Policy 1. BACKGROUND AND PURPOSE This Insider Trading Policy (the “Policy”) governs transactions in the securities of Verastem, Inc. (together with its subsidiaries, the “Company”) and the companies with which the Company engages in transactions or does business and the misuse of related confidential information. The Company’s Board of Directors has adopted this Policy

AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G

EX-99 2 verastem99.htm EXHIBIT 99 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2025 Verastem, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

2 Disclaimers Forward-Looking Statements This presentation includes forward-looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements

Exhibit 99.1 Delivering Novel Therapies for RAS/MAPK Pathway Driven Cancers January 2025 Corporate Presentation 2 Disclaimers Forward-Looking Statements This presentation includes forward-looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements related to the anticipated timing of a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

Employment Agreement dated January 14, 2025 by and between Verastem, Inc. and Matthew Ros. (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on January 21, 2025)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of January 14, 2025 (the “Effective Date”), is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Matthew E. Ros, (the “Executive”). WHEREAS, the Executive has certain experience and expertise t

Stock Purchase Agreement, dated as of January 13, 2025, among Verastem, Inc. and the investors party thereto. (incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on January 13, 2025).

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agree

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.

Exhibit 10.1 Execution Version NOTE PURCHASE AGREEMENT dated as of January 13, 2025 among VERASTEM, INC. as Issuer, THE OTHER OBLIGORS PARTY HERETO, THE PURCHASERS PARTY HERETO, and RGCM SA LLC as Purchaser Agent Table of Contents Page Article I ACCOUNTING AND OTHER TERMS 1 Article II Notes; Terms of Payment; Revenue Participation 2 Section 2.1 Purchase and Sale of Notes 2 Section 2.2 Payments of

Verastem Oncology Announces Debt Refinancing with Oberland Capital and Strategic Commercialization Partnership with IQVIA to Support Potential Launch in Recurrent KRAS Mutant Low-Grade Serous Ovarian Cancer in Mid-2025 Company cash, cash equivalents,

Exhibit 99.1 Verastem Oncology Announces Debt Refinancing with Oberland Capital and Strategic Commercialization Partnership with IQVIA to Support Potential Launch in Recurrent KRAS Mutant Low-Grade Serous Ovarian Cancer in Mid-2025 Company cash, cash equivalents, and investments of $88.8 million as of December 31, 2024; pro forma cash position of $128.6 million including debt refinancing and equit

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 13, 2025 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

VSTM / Verastem, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 ss4113291sc13ga.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Verastem, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Chec

VSTM / Verastem, Inc. / Soleus Private Equity Fund III, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea0221047-13ga2soleus3veras.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* VERASTEM, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che

VSTM / Verastem, Inc. / Alyeska Investment Group, L.P. Passive Investment

SC 13G 1 alyeska-vstm093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

VSTM / Verastem, Inc. / VIKING GLOBAL INVESTORS LP Passive Investment

SC 13G/A 1 sayw2411142613ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 2) Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of S

VSTM / Verastem, Inc. / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 7 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga707422vstm11142024.htm AMENDMENT NO. 7 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 7)1 Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value pe

VSTM / Verastem, Inc. / Flynn James E Passive Investment

SC 13G/A 1 e664016sc13ga-verastem.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) * Verastem, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 20

VSTM / Verastem, Inc. / Stonepine Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

VSTM / Verastem, Inc. / Adage Capital Management, L.P. Passive Investment

SC 13G/A 1 p24-3037sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verastem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92337C203 (CUSIP Number) September 30, 2024** (Date of Event Which Requires Filing of This Statement) Check the appropriate box to

Press Release issued by Verastem, Inc. on November 6, 2024 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports Third Quarter 2024 Financial Results and Highlights Recent Business Updates Completed rolling NDA submission for avutometinib and defactinib combination in recurrent KRAS mutant low-grade serous ovarian cancer in October 2024 Company seeking accelerated approval and priority review of its NDA submission for patients with KRAS mutant low-grade serous ovarian c

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 17, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

In Collaboration With Efficacy and Safety of Avutometinib ± Defactinib in Recurrent Low - Grade Serous Ovarian Cancer: Primary Analysis of ENGOT - OV60/GOG - 3052/RAMP 201 Susana N. Banerjee , Carol Aghajanian, Els Van Nieuwenhuysen, Alessandro D. Sa

Exhibit 99.1 In Collaboration With Efficacy and Safety of Avutometinib ± Defactinib in Recurrent Low - Grade Serous Ovarian Cancer: Primary Analysis of ENGOT - OV60/GOG - 3052/RAMP 201 Susana N. Banerjee , Carol Aghajanian, Els Van Nieuwenhuysen, Alessandro D. Santin, Kari L. Ring, Nicoletta Colombo, Premal H. Thaker, Emily N. Prendergast, Kathleen N. Moore, Hye Sook Chon, Andrew R. Clamp, David M

1 Avutometinib and Defactinib in Recurrent Low - Grade Serous Ovarian Cancer (LGSOC) October 17, 2024 Corporate Update Call Amanda, real patient living with recurrent LGSOC Diagnosed at 26 with LGSOC

Exhibit 99.2 1 Avutometinib and Defactinib in Recurrent Low - Grade Serous Ovarian Cancer (LGSOC) October 17, 2024 Corporate Update Call Amanda, real patient living with recurrent LGSOC Diagnosed at 26 with LGSOC 2 Forward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs an d product candidates, str

Verastem Oncology Presents Positive Updated RAMP 201 Data for Avutometinib and Defactinib Combination in Recurrent Low-Grade Serous Ovarian Cancer at the International Gynecologic Cancer Society (IGCS) 2024 Annual Meeting Robust overall response rate

Exhibit 99.3 Verastem Oncology Presents Positive Updated RAMP 201 Data for Avutometinib and Defactinib Combination in Recurrent Low-Grade Serous Ovarian Cancer at the International Gynecologic Cancer Society (IGCS) 2024 Annual Meeting Robust overall response rates observed (31% overall, 44% in KRAS mutant, 17% in KRAS wild-type) in patients whose cancer had progressed despite prior treatment with

Amended and Restated 2021 Equity Incentive Plan.

Exhibit 10.1 VERASTEM, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN 1.DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2.PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3.A

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Press Release issued by Verastem, Inc. on August 8, 2024 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports Second Quarter 2024 Financial Results and Highlights Recent Business Updates Initiated rolling NDA submission for avutometinib and defactinib combination in recurrent low-grade serous ovarian cancer in Q2 2024 with plans to complete the submission with mature data from all patients in RAMP 201 trial in H2 2024 Presented positive initial interim safety and eff

VSTM / Verastem, Inc. / Stonepine Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) July 24, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Exhibit 99.1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth estimates of the various expenses, other than any underwriting discounts and commissions, in connection with the sale and distribution of the securities being registered. Securities and Exchange Commission Registration Fee $ (1) Printing and related expen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 Verastem, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Form of Pre-Funded Warrant

Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE STOCK Company: Verastem, Inc., a Delaware corporation Warrant No. 2024-[] Number of Shares: [], subject to adjustment Type/Series of Stock: Common Stock, $0.0001 par value per share Issue Date: July 25, 2024 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [] (together with any successor or permitted assignee or transferee of this warrant

Form of Warrant to Purchase Stock (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 25, 2024).

Exhibit 4.2 WARRANT TO PURCHASE STOCK Company: Verastem, Inc., a Delaware corporation Warrant No. 2024-[] Number of Shares: [], subject to adjustment Type/Series of Stock: Common Stock, $0.0001 par value per share Warrants Price (“Exercise Price”): $3.50 per Share, subject to adjustment as provided herein Issue Date: July 25, 2024 Expiration Date: January 25, 2026 THIS WARRANT CERTIFIES THAT, for

Underwriting Agreement, dated July 23, 2024, among Verastem, Inc. and Guggenheim Securities, LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters

Exhibit 1.1 Verastem, Inc. 13,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase 5,000,000 Shares of Common Stock Warrants to Purchase 18,333,334 Shares of Common Stock ($0.0001 par value per share) Underwriting Agreement July 23, 2024 Guggenheim Securities, LLC Cantor Fitzgerald & Co. As Representatives of the several Underwriters listed on Schedule I hereto c/o Guggenheim Securities,

13,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase up to 5,000,000 Shares of Common Stock Warrants to Purchase up to 18,333,334 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration Statement No. 333-275408 PROSPECTUS SUPPLEMENT (To Prospectus dated November 20, 2023) 13,333,334 Shares of Common Stock Pre-Funded Warrants to Purchase up to 5,000,000 Shares of Common Stock Warrants to Purchase up to 18,333,334 Shares of Common Stock We are offering 13,333,334 shares of our common stock, par value $0.0001 per shar

Subject to Completion, Dated July 23, 2024

TABLE OF CONTENTS The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 Verastem, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers June 2024 Corporate Presentation

Exhibit 99.1 Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers June 2024 Corporate Presentation 2 Disclaimers F orward - Looking Statements This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs and product candidates, strategy, future plans and prospects, including statements relate d to the timing, scope and pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 26, 2024 Verastem, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 26, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Filing Fee Table (filed herewith)

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value p

As filed with the Securities and Exchange Commission on May 30, 2024

As filed with the Securities and Exchange Commission on May 30, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2024 Verastem, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers May 2024 Corporate Presentation

Exhibit 99.2 Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers May 2024 Corporate Presentation 2 Disclaimers F orward - Looking This presentation includes forward - looking statements about, among other things, Verastem Oncology’s (the “Company”) programs an d product candidates, strategy, future plans and prospects, including statements related to the timing of the planned rolling New

Verastem Oncology Announces the Initiation of a Rolling Submission of NDA to FDA Seeking Accelerated Approval of Avutometinib and Defactinib Combination for the Treatment of Adult Patients with Recurrent KRAS Mutant Low-Grade Serous Ovarian Cancer Pl

Exhibit 99.1 Verastem Oncology Announces the Initiation of a Rolling Submission of NDA to FDA Seeking Accelerated Approval of Avutometinib and Defactinib Combination for the Treatment of Adult Patients with Recurrent KRAS Mutant Low-Grade Serous Ovarian Cancer Plan to complete NDA submission with the mature RAMP 201 dataset, anticipated to include 12 months of follow-up, in the second half of 2024

Regulation FD Disclosure, Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Verastem Oncology Announces Positive Initial Interim Safety and Efficacy Results from RAMP 205 Trial Evaluating Avutometinib Plus Defactinib in Combination with Gemcitabine and Nab-paclitaxel in First-Line Metastatic Pancreatic Cancer 83% (5/6) of pa

Exhibit 99.1 Verastem Oncology Announces Positive Initial Interim Safety and Efficacy Results from RAMP 205 Trial Evaluating Avutometinib Plus Defactinib in Combination with Gemcitabine and Nab-paclitaxel in First-Line Metastatic Pancreatic Cancer 83% (5/6) of patients achieved a confirmed partial response in cohort 1, the most mature dose level; one dose-limiting toxicity was observed, however, t

Press Release issued by Verastem, Inc. on May 9, 2024 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports First Quarter 2024 Financial Results and Highlights Recent Business Updates Plan to announce topline RAMP 201 data with the start of planned rolling NDA submission for avutometinib and defactinib combination in recurrent low-grade serous ovarian cancer in Q2 2024 FDA Fast Track Designation granted for avutometinib in combination with adagrasib for the treatme

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Defin

Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers April 2024 Corporate Presentation

Exhibit 99.1 Delivering Novel Therapies in RAS/MAPK Pathway Driven Cancers April 2024 Corporate Presentation 2 Disclaimers Forward - Looking This presentation includes forward - looking statements about Verastem Oncology’s programs and product candidates, strategy, futur e plans and prospects, including statements related to the expected outcome and benefits of collaborations, including with GenFl

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 9, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Press Release issued by Verastem, Inc. on March 14, 2024 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports Fourth Quarter and Full Year 2023 Financial Results and Highlights Recent Business Updates Initiated confirmatory Phase 3 RAMP 301 trial evaluating avutometinib and defactinib combination in recurrent low-grade serous ovarian cancer; on track to submit rolling NDA for accelerated approval in H1 2024; preparations underway for potential commercial launch in 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-354

Subsidiaries of the Registrant

Exhibit 21.1 List of Registrant’s Subsidiaries Verastem Securities Company, incorporated in Massachusetts, a wholly owned subsidiary. Verastem Europe GmbH, incorporated in Germany, a wholly owned subsidiary.

Filing Fee Table (filed herewith)

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value p

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration No.

Policy for Recoupment of Incentive Compensation

Exhibit 97.1 VERASTEM, INC. Policy for Recoupment of Incentive Compensation 1. Introduction In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations thereunder, the Board of Directors (the “Board”) of Verastem, Inc. (the “Company”) has adopted this policy (the “Policy”) providing for the Company’s recoupment of certain incentive-ba

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERASTEM, INC. (Name of Subject Company (Issuer) an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERASTEM, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.0001 par value (Title of Class of Securities) 92337C 203 (CUSIP Number of Class of Sec

US92337C2035 / Verastem Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 ss3005762sc13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verastem, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 92337C203 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

US92337C2035 / Verastem Inc / VIKING GLOBAL INVESTORS LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 1) Verastem, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Numb

US92337C2035 / Verastem Inc / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 6 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 6)1 Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) December

US92337C2035 / Verastem Inc / Vivo Opportunity, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 92337C203 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Form of Email to Eligible Holders Confirming Acceptance of Eligible Options.

Exhibit (a)(1)(H) FORM OF EMAIL TO ELIGIBLE HOLDERS CONFIRMING ACCEPTANCE OF ELIGIBLE OPTIONS From: Verastem, Inc.

Eligible Holder Presentation

EX-99.(A)(1)(K) 12 tm245226d1ex-a1k.htm EXHIBIT 99.(A)(1)(K) Exhibit (a)(1)(K) Offer to Exchange Certain Outstanding Options for New Options Employee Presentation February 2024 2 The Option Exchange Program is being made pursuant to the terms and conditions set forth in the Verastem , Inc. Tender Offer Statement on Schedule TO, including the Offer to Exchange and other related materials filed with

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM SC TO (Form Type) VERATEM, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 – Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 6,518,983 (1) 0.0001476 (2) $ 962.20 (2) Fees Previously Paid — — Total Transaction Valuation $ 6,518,983 (1) Total Fees Due for Filing $ 962.20 (2) Total Fees P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 VERASTEM, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.0001 par value (Title of Class of Securities) 92337C 203 (CUSIP Number of Class of Securities’ Underlyin

Election Form.

Exhibit (a)(1)(C)   VERASTEM, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS   ELECTION FORM   THE OFFER EXPIRES AT 11:59 P.M., EASTERN TIME, ON MARCH 8, 2024, UNLESS THE OFFER IS EXTENDED   Before completing and signing this election form, please make sure you received, read and understood the documents that comprise this offer to exchange certain outstanding options to purcha

Form of Reminder Email to Eligible Holders Regarding the Expiration of the Exchange Offer.

Exhibit (a)(1)(G) FORM OF REMINDER EMAIL TO ELIGIBLE HOLDERS REGARDING THE EXPIRATION OF THE EXCHANGE OFFER From: Verastem, Inc.

Form of Announcement Email to Eligible Holders.

Exhibit (a)(1)(B) FORM OF ANNOUNCEMENT EMAIL TO ELIGIBLE HOLDERS Subject: Verastem, Inc.

Form of Email Confirming Receipt of Election Form.

Exhibit (a)(1)(E) FORM OF EMAIL CONFIRMING RECEIPT OF ELECTION FORM From: Verastem, Inc.

Offer to Exchange Certain Outstanding Options for New Options, dated February 8, 2024.

Exhibit (a)(1)(A) VERASTEM, INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS February 8, 2024 VERASTEM, INC. Offer to Exchange Certain Outstanding Options for New Options This offer and withdrawal rights will expire at 11:59 p.m., Eastern Time, on March 8, 2024, unless we extend the expiration date. Verastem, Inc., a Delaware corporation (“Verastem,” the “Company,” “we,” “us,” or

Notice of Withdrawal of Election Form.

Exhibit (a)(1)(D) INSTRUCTIONS TO NOTICE OF WITHDRAWAL OF ELECTION FORM If you previously elected to accept the offer by Verastem, Inc.

Form of Email Notice Regarding Rejection of Options for Exchange.

Exhibit (a)(1)(I) FORM OF EMAIL NOTICE REGARDING REJECTION OF OPTIONS FOR EXCHANGE From: Verastem, Inc.

Form of Email Confirming Receipt of Notice of Withdrawal of Election Form.

Exhibit (a)(1)(F) FORM OF EMAIL CONFIRMING RECEIPT OF NOTICE OF WITHDRAWAL OF ELECTION FORM From:     Verastem, Inc.

Form of Expiration Notice Email.

Exhibit (a)(1)(J) FORM OF EXPIRATION NOTICE EMAIL From: Verastem, Inc. Re:       Expiration of the Exchange Offer The Exchange Offer described in the Offer to Exchange Certain Outstanding Options for New Options, dated February 8, 2024 (the “Offering Documents”), has expired, and no additional Election Forms or Notices of Withdrawal may be submitted. If you are an Eligible Holder and delivered a p

US92337C2035 / Verastem Inc / Soleus Capital Master Fund, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verastem, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92337C203 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Verastem Oncology Outlines Key 2024 Strategic Priorities and Upcoming Catalysts for Advancing Avutometinib and Defactinib and Broader Pipeline in RAS Pathway-Driven Cancers

Exhibit 99.1 Verastem Oncology Outlines Key 2024 Strategic Priorities and Upcoming Catalysts for Advancing Avutometinib and Defactinib and Broader Pipeline in RAS Pathway-Driven Cancers January 29, 2024 at 7:00 AM EST Expect to Begin Rolling Submission of New Drug Application (NDA) for Accelerated Approval to FDA for Avutometinib and Defactinib Regimen in Recurrent Low-Grade Serous Ovarian Cancer

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 17, 2024 Verastem, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 17, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 4, 2024 Verastem, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 4, 2024 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number)

First Amendment to Loan and Security Agreement, dated as of January 4, 2024, among Verastem, Inc., as borrower, Oxford Finance LLC, as collateral agent and a lender, and the other lenders party thereto. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on January 8, 2024)

Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of January 4, 2024, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Le

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200

VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 November 16, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Verastem, Inc. Registration Statement on Form S-3 (File No. 333-275408) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the S

As filed with the Securities and Exchange Commission on November 8, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

Press Release issued by Verastem, Inc. on November 8, 2023 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports Third Quarter 2023 Financial Results and Highlights Recent Company Progress Plan to Submit Application for Accelerated Approval for Avutometinib and Defactinib in Recurrent Low-Grade Serous Ovarian Cancer (LGSOC) in H1 2024 Expects to Begin Enrollment in Phase 3 Confirmatory Trial, RAMP 301, of Avutometinib and Defactinib in LGSOC in Q4 2023 Presented Additio

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par va

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Statement of Eligibility of Trustee Under Debt Indenture (filed herewith)

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Form of Indenture (filed herewith)

Exhibit 4.6 VERASTEM, INC. and U.S. Bank TRUST COMPANY, National Association, as Trustee INDENTURE Dated as of [ ], [ ] TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.3. RULES OF CONSTRUCTION 5 ARTICLE 2. THE SECURITIES 6 2.1. ISSUABLE IN SERIES 6 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

Employment Agreement, dated October 24, 2023 by and between Verastem, Inc. and Daniel Calkins (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 27, 2023).

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 24, 2023, is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Daniel Calkins (the “Executive”). WHEREAS, the Executive has certain experience and expertise that qualify him to provide m

Verastem Presents Avutometinib and Defactinib Combination Program Updates at the 5th Annual RAS-Targeted Drug Development Summit Preclinical and Clinical Presentations Include Update on FRAME Study Low-Grade Serous Ovarian Cancer Efficacy Data

Exhibit 99.1 Verastem Presents Avutometinib and Defactinib Combination Program Updates at the 5th Annual RAS-Targeted Drug Development Summit Preclinical and Clinical Presentations Include Update on FRAME Study Low-Grade Serous Ovarian Cancer Efficacy Data BOSTON, MA – September 28, 2023 - Verastem Oncology, (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 28, 2023 Verastem, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 28, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Numb

2 Disclaimers This presentation includes forward-looking statements about, among other things, Verastem Oncology’s programs and product candidates, including anticipated regulatory submissions, approvals, performance and potential benefits of Veraste

Exhibit 99.1 Corporate Presentation September 2023 2 Disclaimers This presentation includes forward-looking statements about, among other things, Verastem Oncology’s programs and product candidates, including anticipated regulatory submissions, approvals, performance and potential benefits of Verastem Oncology’s product candidates, as well as Verastem Oncology’s potential income under its asset pu

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 12, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Numb

US92337C2035 / Verastem Inc / ADAGE CAPITAL PARTNERS GP, L.L.C. - VERASTEM, INC. Passive Investment

SC 13G 1 p23-2322sc13g.htm VERASTEM, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verastem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92337C203 (CUSIP Number) August 21, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box

VSTM / Verastem Inc / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

Amended and Restated 2021 Equity Incentive Plan. (incorporated by reference to Exhibit 10.3 to Form 10-Q by the Registrant with the Securities and Exchange Commission on August 8, 2023)

Exhibit 10.3 VERASTEM, INC. Amended and Restated 2021 Equity INCENTIVE PLAN 1.DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2.PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3.A

Amended and Restated 2012 Incentive Plan. (incorporated by reference to Exhibit 10.2 to Form 10-Q by the Registrant with the Securities and Exchange Commission on August 8, 2023)

Exhibit 10.2 VERASTEM, INC. AMENDED AND RESTATED 2012 INCENTIVE PLAN 1. Purpose The purpose of this 2012 Incentive Plan (the “Plan”) of Verastem, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by prov

Press Release issued by Verastem, Inc. on August 8, 2023 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports Second Quarter 2023 Financial Results and Highlights Recent Company Progress Presented Positive Results from Part A of RAMP 201 Trial of Avutometinib and Defactinib in Recurrent Low-Grade Serous Ovarian Cancer (LGSOC) at American Society of Clinical Oncology Meeting Established Design for RAMP 301 Phase 3 Confirmatory Trial of Avutometinib and Defactinib in R

Amended and Restated 2018 Employee Stock Purchase Plan

Exhibit 10.1 VERASTEM, INC. AMENDED AND RESTATED 2018 EMPLOYEE STOCK PURCHASE PLAN 1.Defined Terms Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and sets forth certain operational rules related to those terms. 2.Purpose of Plan The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock in offerings under the Plan

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Employment Agreement, dated August 2, 2023 by and between Verastem, Inc. and Daniel W. Paterson (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 4, 2023).

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of August 1, 2023 (the “Effective Date”), is by and between Verastem, Inc. (the “Company”), a Delaware corporation with its principal place of business at 117 Kendrick Street, Suite 500, Needham, MA 02494, and Daniel W. Paterson (the “Executive”). WHEREAS, the Executive has served as the Company’s President

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2023 Verastem, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number)

VSTM / Verastem Inc / Soleus Capital Master Fund, L.P. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verastem, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92337C203 (CUSIP Number) July 26, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT Soleus Capital Master Fund, L.P., a Cayman Islands exempted limited partnership, Soleus Capital, LLC, a Delaware limited liability company, Soleus Capital Group, LLC, a Delaware limited liability company, and Guy Levy, an individual, hereby agree to file jointly the statement on Schedule 13G to which this Joint Filing Agreement is attached, and any amendmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 7, 2023 Verastem, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 7, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Verastem Oncology Announces Promotion of Dan Paterson to Chief Executive Officer

Exhibit 99.1 Verastem Oncology Announces Promotion of Dan Paterson to Chief Executive Officer July 11, 2023 at 7:00 AM EDT Brian Stuglik to Retire from CEO Role; Continue to Serve on Company’s Board of Directors BOSTON-(BUSINESS WIRE)-Jul. 11, 2023- Verastem Oncology (Nasdaq: VSTM) (the “Company”), a biopharmaceutical company committed to advancing new medicines for patients with cancer, announced

VSTM / Verastem Inc / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 Verastem, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Exhibit 99.1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth estimates of the various expenses, other than any underwriting discounts and commissions, in connection with the sale and distribution of the securities being registered. Securities and Exchange Commission Registration Fee $ (1) Printing and related expen

Underwriting Agreement, dated June 15, 2023, among Verastem, Inc. and RBC Capital Markets, LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters

Exhibit 1.1 Verastem, Inc. 7,181,409 Shares of Common Stock Pre-Funded Warrants to Purchase 1,538,591 Shares of Common Stock ($0.0001 par value per share) Underwriting Agreement New York, New York June 15, 2023 RBC Capital Markets, LLC Cantor Fitzgerald & Co. As Representatives of the several Underwriters listed on Schedule I hereto c/o RBC Capital Markets, LLC Brookfield Place 200 Vesey Street Ne

Form of Pre-Funded Warrant. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on June 21, 2023).

Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE STOCK Company: Verastem, Inc., a Delaware corporation Warrant No. 2023-[] Number of Shares: [], subject to adjustment Type/Series of Stock: Common Stock, $0.0001 par value per share Issue Date: June 21, 2023 Expiration Date: The first date on which no shares of Common Stock are issuable upon an exercise of this Warrant. See also Section 4.1(b). THIS WARRA

7,181,409 Shares of Common Stock Pre-Funded Warrants to Purchase 1,538,591 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-258372 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) 7,181,409 Shares of Common Stock Pre-Funded Warrants to Purchase 1,538,591 Shares of Common Stock We are offering 7,181,409 shares of our common stock and, in lieu of offering shares of common stock to certain investors, pre-funded warrants to purchase 1,538.59

Subject to Completion, Dated June 15, 2023

TABLE OF CONTENTS The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

VSTM / Verastem Inc / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

Corporate Presentation June 2023

Exhibit 99.1 Corporate Presentation June 2023 2 Disclaimers This presentation includes forward - looking statements about, among other things, Verastem Oncology’s programs and product candid ates, including anticipated regulatory submissions, approvals, performance and potential benefits of Verastem Oncology’s product candidates, as well as Verastem Oncology’s potential income un der its asset pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2023 Verastem, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

VSTM / Verastem Inc / VIKING GLOBAL INVESTORS LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Verastem, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 92337C203 (CUSIP Number) May 26, 2023 (

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Certificate of Amendment to the Restated Certificate of Incorporation of Verastem, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 31, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED OF VERASTEM, INC. VERASTEM, INC., a corporation incorporated and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify: FIRST: The name of the Corporation is Verastem, Inc. The original Certificate of Incorporation was file

Verastem Oncology Announces Reverse Stock Split

Exhibit 99.1 Verastem Oncology Announces Reverse Stock Split BOSTON, MA – May 31, 2023 - Verastem Oncology, (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patients with cancer, today announced that it will effect a 1-for-12 reverse stock split of its issued and outstanding common stock. Verastem’s stockholders approved an amendment to Verastem’s Restated Certi

Updated Data from Part A of Verastem Oncology's RAMP 201 Trial Show an Objective Response Rate of 45% in Patients with Recurrent Low-Grade Serous Ovarian Cancer Treated with Avutometinib and Defactinib Data Build on Breakthrough Therapy Designation o

Exhibit 99.1 Updated Data from Part A of Verastem Oncology's RAMP 201 Trial Show an Objective Response Rate of 45% in Patients with Recurrent Low-Grade Serous Ovarian Cancer Treated with Avutometinib and Defactinib Data Build on Breakthrough Therapy Designation of the Combination of Avutometinib and Defactinib in Low-Grade Serous Ovarian Cancer Clinically Meaningful Response Rates and Manageable S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2023 Verastem, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2023 Verastem, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Press Release issued by Verastem, Inc. on May 9, 2023 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports First Quarter 2023 Financial Results and Highlights Recent Company Progress New Data from Interim Analysis of Verastem Oncology’s RAMP 201 Trial Evaluating Avutometinib and Defactinib in Recurrent Low-Grade Serous Ovarian Cancer (LGSOC) to be Presented at the American Society of Clinical Oncology Annual Meeting Studies of Avutometinib Combinations in KRAS G12

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

VERASTEM, INC. Up to 1,200,000 Shares of Series B Convertible Preferred Stock Up to 50,838,840 Shares of Common Stock Upon Conversion of Series B Convertible Preferred Stock Common Stock Preferred Stock

 Filed Pursuant to Rule 424(b)(3)  Registration No. 333-270794 PROSPECTUS VERASTEM, INC. Up to 1,200,000 Shares of Series B Convertible Preferred Stock Up to 50,838,840 Shares of Common Stock Upon Conversion of Series B Convertible Preferred Stock Common Stock Preferred Stock This prospectus relates to the resale or other disposition from time to time of (i) 1,200,000 shares of our Series B conver

VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200

VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 April 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Verastem, Inc. Registration Statement on Form S-3 (File No. 333-270794) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Secu

As filed with the Securities and Exchange Commission on April 18, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 18, 2023 Registration No.

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Series B Co

*       *       *

CORRESP 1 filename1.htm April 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jason L. Drory Ms. Laura Crotty Re: Verastem, Inc. Registration Statement on Form S-3 Filed March 23, 2023 File No. 333-270794 Dear Mr. Drory and Ms. Crotty: We are submitting this letter on behalf of Verastem, Inc. (the “

Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting of Stockholders filed with the SEC on April 5, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ⌧ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 22, 2023 Verastem, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 22, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ⌧ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ◻ Defin

Power of Attorney (incorporated by reference to the Registration Statement on Form S-3 filed by the Registrant with the Securities and Exchange Commission on March 23, 2023).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 23, 2023 Registration No.

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verastem, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Series B Co

Press Release issued by Verastem, Inc. on March 14, 2023 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports Fourth Quarter and Full Year 2022 Financial Results and Highlights Recent Company Progress Positive Interim Data Read-Out of RAMP 201 and Productive FDA Meeting Support Avutometinib + Defactinib Combination in Recurrent Low-Grade Serous Ovarian Cancer (LGSOC) Studies of Avutometinib Combinations in Other RAS Pathway-Driven Cancers Advancing Company Cash, Cash

Exhibit 4.5

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES DESCRIPTION OF CAPITAL STOCK General The following is a summary of information concerning the capital stock of Verastem, Inc. (“Verastem” or “the Company”). The summaries and descriptions below do not purport to be complete and are subject to and qualified in their entirety by reference to the Delaware General Corporation Law, the Company’s Re

Subsidiaries of the Registrant

Exhibit 21.1 List of Registrant’s Subsidiaries Verastem Securities Company, incorporated in Massachusetts, a wholly owned subsidiary. Verastem Europe GmbH, incorporated in Germany, a wholly owned subsidiary.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-354

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 Verastem, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number)

JOINT FILING AGREEMENT

EX-99.A 2 ss1758630ex99a.htm JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G dated December 31, 2022 (the “Schedule 13G”), with respect to the Common Stock, par value $0.0001 per share, of Verastem, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securitie

VSTM / Verastem Inc / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment

SC 13G/A 1 tm234999d26sc13ga.htm SC 13G/A SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 3)* Verastem, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 92337C104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate bo

VSTM / Verastem Inc / ORBIMED ADVISORS LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ss1758630sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Verastem, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 92337C104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

VSTM / Verastem Inc / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 5 TO THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 5)1 Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C104 (CUSIP Number) December

Verastem Oncology Outlines Key 2023 Strategic Priorities and Upcoming Catalysts for Advancing Avutometinib as a Backbone of Therapy for RAS Pathway-Driven Cancers Avutometinib + Defactinib Combination Advancing in Recurrent Low-Grade Serous Ovarian C

Exhibit 99.1 Verastem Oncology Outlines Key 2023 Strategic Priorities and Upcoming Catalysts for Advancing Avutometinib as a Backbone of Therapy for RAS Pathway-Driven Cancers Avutometinib + Defactinib Combination Advancing in Recurrent Low-Grade Serous Ovarian Cancer (LGSOC) Based on Positive Data from Planned Interim Analysis of Part A of RAMP 201 Trial Initiation of Confirmatory Study for LGSOC

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 2, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 24, 2023 Verastem, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 24, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

Securities Purchase Agreement, dated January 24, 2023, by and among Verastem, Inc. and each purchaser party thereto (incorporated by reference to Exhibit 10.1 to the form 8-K filed by the Registrant with the Securities and Exchange Commission on January 25, 2023)

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2023 (the “Effective Date”), among Verastem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, the Company and the Purchasers are execu

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on January 25, 2023)

Exhibit 3.1 VERASTEM, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF THE SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW VERASTEM, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in accordan

LGSOC Program Update January 24, 2023

Exhibit 99.1 LGSOC Program Update January 24, 2023 2 Today’s Speakers Brian Stuglik Chief Executive Officer, Verastem Oncology Kathleen Moore, MD Assistant Professor at University of Oklahoma Health Sciences Center, Gynecologic Oncologist at University of Oklahoma Health Stephenson Cancer Center and Investigator on RAMP 201 trial Louis Denis, MD Chief Medical Officer, Verastem Oncology Dan Paterso

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 24, 2023 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

Verastem Oncology Announces Positive Data and Regulatory Update from Planned Interim Analysis of Registration-Directed Phase 2 RAMP-201 Trial of Avutometinib and Defactinib in Recurrent Low-Grade Serous Ovarian Cancer Combination of Avutometinib with

Exhibit 99.2 Verastem Oncology Announces Positive Data and Regulatory Update from Planned Interim Analysis of Registration-Directed Phase 2 RAMP-201 Trial of Avutometinib and Defactinib in Recurrent Low-Grade Serous Ovarian Cancer Combination of Avutometinib with Defactinib Declared as Go Forward Treatment Regimen in Low-Grade Serous Ovarian Cancer (LGSOC) Program Blinded Independently Confirmed R

Verastem Oncology Announces Up to $60 Million Private Placement Offering of Series B Preferred Convertible Stock

Exhibit 99.3 Verastem Oncology Announces Up to $60 Million Private Placement Offering of Series B Preferred Convertible Stock BOSTON – January 24, 2023 – Verastem Oncology (Nasdaq:VSTM), a biopharmaceutical company committed to advancing new medicines for patients with cancer, today announced that it has entered into a definitive agreement to sell approximately 2.1 million shares of its Series B C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): December 13, 2022 ? Verastem, Inc. ? (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware ? 001-35403 ? 27-3269467 (State or Other Jurisdiction of Incorporati

Verastem Oncology Appoints Rob Gagnon to Board of Directors

? ? Exhibit 99.1 ? ? Verastem Oncology Appoints Rob Gagnon to Board of Directors ? BOSTON ? December 15, 2022 ? Verastem Oncology (Nasdaq:VSTM), a biopharmaceutical company committed to advancing new medicines for patients with cancer, today announced the appointment of Robert Gagnon to its Board of Directors, effective December 13, 2022. Mr. Gagnon is the Chief Financial Officer and Operating Par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2022 Verastem, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2022 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2022 Verastem, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2022 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

Exchange Agreement, dated November 4, 2022, by and among Verastem, Inc. and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS LP and MSI BVF SPV, LLC (incorporated by reference to Exhibit 10.1 to for the form 8-K filed by the Registrant with the Securities and Exchange Commission on November 7, 2022)

Exhibit 10.1 November 4, 2022 Verastem, Inc. 117 Kendrick Street, Suite 500 Needham, MA Attention: Brian Stuglik Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen: This letter agreement (the “Agreement” ) confirms the agreement of Verastem, Inc. (the “Company"), and the holders of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) listed on Schedule I attached her

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on November 7, 2022)

Exhibit 3.1 VERASTEM, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW VERASTEM, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in accordance w

Press Release issued by Verastem, Inc. on November 3, 2022 (furnished herewith).

Exhibit 99.1 Verastem Oncology Reports Third Quarter 2022 Financial Results and Highlights Recent Company Progress Combination Trials with Avutometinib (VS-6766) Ongoing as Part of Development Program Designed to Maximize Potential Across RAS Pathway-Driven Tumors Company Confirms Q4 FDA Meeting Based on Encouraging Results to Date in Ongoing RAMP 201 Trial of Avutometinib (VS-6766) ? Defactinib i

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? ? (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2022 Verastem, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2022 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

Verastem Oncology Appoints Anil Kapur to Board of Directors

? Exhibit 99.1 ? ? Verastem Oncology Appoints Anil Kapur to Board of Directors ? BOSTON ? October 20, 2022 ? Verastem Oncology (Nasdaq:VSTM), a biopharmaceutical company committed to advancing new medicines for patients with cancer, today announced the appointment of Anil Kapur to its Board of Directors, effective October 20, 2022. Mr. Kapur is the Executive Vice President, Corporate Strategy and

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): October 4, 2022 ? Verastem, Inc. ? (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware ? 001-35403 ? 27-3269467 (State or Other Jurisdiction of Incorporation

2 Safe Harbor Statement This presentation includes forward - looking statements about, among other things, Verastem Oncology’s programs and product candidates, including anticipated regulatory submissions, approvals, performance and potential benefit

Exhibit 99.1 Corporate Presentation October 2022 2 Safe Harbor Statement This presentation includes forward - looking statements about, among other things, Verastem Oncology?s programs and product candidates, including anticipated regulatory submissions, approvals, performance and potential benefits of Verastem Oncology?s product candidates, that are subject to substantial risks and uncertainties

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2022 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): August 8, 2022 ? Verastem, Inc. ? (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware ? 001-35403 ? 27-3269467 (State or Other Jurisdiction of Incorporation)

Verastem Oncology Reports Second Quarter 2022 Financial Results and Highlights Recent Company Progress Company Reported Interim Findings from RAMP 201 Trial of VS-6766 +/- Defactinib in Low-Grade Serous Ovarian Cancer; Continued Evaluation of Both Mo

Exhibit 99.1 ? Verastem Oncology Reports Second Quarter 2022 Financial Results and Highlights Recent Company Progress Company Reported Interim Findings from RAMP 201 Trial of VS-6766 +/- Defactinib in Low-Grade Serous Ovarian Cancer; Continued Evaluation of Both Monotherapy and Combination Therapy with Timing of Go Forward Treatment Regimen Selection Driven by Data Maturity ? Verastem Oncology Awa

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200

CORRESP 1 filename1.htm VERASTEM, INC. 117 Kendrick Street, Suite 500 Needham, Massachusetts 02494 (781) 292-4200 July 6, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Christine Torney; Kevin Vaughn RE: Verastem, Inc. Form 10-K for the fiscal year ended December 31, 2021 Filed March 28, 2022 File No. 001-

Verastem Oncology Provides Update on RAMP 201 Study Evaluating VS-6766 ± Defactinib in Low-Grade Serous Ovarian Cancer Interim Analysis Findings Support Continued Evaluation of Both Monotherapy and Combination Therapy Encouraging Efficacy Results Inc

? Exhibit 99.2 ? ? ? ? ? Verastem Oncology Provides Update on RAMP 201 Study Evaluating VS-6766 ? Defactinib in Low-Grade Serous Ovarian Cancer ? Interim Analysis Findings Support Continued Evaluation of Both Monotherapy and Combination Therapy ? Encouraging Efficacy Results Include Independently Confirmed Responses in Both KRAS Mutant and KRAS Wild-Type Tumors with No New Safety Signals Observed

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): June 6, 2022 ? Verastem, Inc. ? (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware ? 001-35403 ? 27-3269467 (State or Other Jurisdiction of Incorporation) ?

2 Safe Harbor Statement This presentation includes forward - looking statements about, among other things, Verastem Oncology’s programs and product candidates, including anticipated regulatory submissions, approvals, performance and potential benefit

Exhibit 99.1 Corporate Presentation June 2022 2 Safe Harbor Statement This presentation includes forward - looking statements about, among other things, Verastem Oncology?s programs and product candidates, including anticipated regulatory submissions, approvals, performance and potential benefits of Verastem Oncology?s product candidates, that are subject to substantial risks and uncertainties tha

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): May 12, 2022 ? Verastem, Inc. ? (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware ? 001-35403 ? 27-3269467 (State or Other Jurisdiction of Incorporation) ?

Press Release issued by Verastem, Inc. on May 9, 2022

? Exhibit 99.1 ? Verastem Oncology Reports First Quarter 2022 Financial Results and Highlights Recent Company Progress Enrollment Completed in Selection Phases (Part A) of RAMP 201 and RAMP 202 Evaluating VS-6766 +/- Defactinib for the Treatment of Low-Grade Serous Ovarian Cancer and KRAS G12V Mutant Non-Small Cell Lung Cancer Company Secured up to $150 Million in Non-Dilutive Funding from Oxford

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? ? (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? ? ? ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Section 203 Agreement entered into as of March 28, 2022 by and between Baker Bros. Advisors LP and Verastem, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on March 30, 2022).

Exhibit 10.1 SECTION 203 AGREEMENT This Section 203 Agreement (the ?Agreement?) is made and entered into as of March 28, 2022, by and between Baker Bros. Advisors LP, a Delaware limited partnership (together with its affiliates and associates ?Investor?), and Verastem, Inc., a Delaware corporation (the ?Company?). WHEREAS, Investor may desire to acquire ownership of additional shares of common sto

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2022 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number)

As filed with the Securities and Exchange Commission on March 28, 2022

As filed with the Securities and Exchange Commission on March 28, 2022 Registration No.

Loan and Security Agreement, dated as of March 25, 2022, among Verastem, Inc., as borrower, Oxford Finance LLC, as collateral agent and a lender, and Oxford Finance Credit Fund III LP, as a lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed by the Registrant with the Securities and Exchange Commission on March 27, 2022)

Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this ?Agreement?) dated as of March 25, 2022 (the ?Effective Date?) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (?Oxford?), as collateral agen

As filed with the Securities and Exchange Commission on March 28, 2022

As filed with the Securities and Exchange Commission on March 28, 2022 Registration No.

Subsidiaries of the Registrant

Exhibit 21.1 List of Registrant?s Subsidiaries Verastem Securities Company, incorporated in Massachusetts, a wholly owned subsidiary. Verastem Europe GmbH, incorporated in Germany, a wholly owned subsidiary.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2022 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Verastem Oncology Provides Financial Update to Support Development of VS-6766 and Defactinib in RAS Pathway-Driven Tumors Company Secures up to $150 Million in Non-Dilutive Funding from Oxford Finance LLC, Providing Additional Financial Flexibility E

? Exhibit 99.1 ? Verastem Oncology Provides Financial Update to Support Development of VS-6766 and Defactinib in RAS Pathway-Driven Tumors ? Company Secures up to $150 Million in Non-Dilutive Funding from Oxford Finance LLC, Providing Additional Financial Flexibility Expected Cash Runway Through 2025; Supports Continued Development and Potential Commercial Launches of VS-6766 and Defactinib BOSTON

Verastem Oncology Reports Fourth Quarter and Full Year 2021 Financial Results and Highlights Recent Company Progress Company Secures up to $150 Million in Non-Dilutive Funding from Oxford Finance LLC; Expected Cash Runway Through 2025 to Support Cont

? Exhibit 99.2 ? Verastem Oncology Reports Fourth Quarter and Full Year 2021 Financial Results and Highlights Recent Company Progress Company Secures up to $150 Million in Non-Dilutive Funding from Oxford Finance LLC; Expected Cash Runway Through 2025 to Support Continued Development and Potential Commercial Launches of VS-6766 and Defactinib Enrollment Complete in Selection Phase (Part A) of RAMP

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Post-Effective Amendment to Form S-3 (Form Type) Verastem, Inc.

Exhibit 4.5

Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? DESCRIPTION OF CAPITAL STOCK General The following is a summary of information concerning the capital stock of Verastem, Inc. (?Verastem? or ?the Company?) that has been registered under the Securities Exchange Act of 1934. The summaries and descriptions below do not p

VSTM / Verastem Inc / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

VSTM / Verastem Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Verastem Inc. Title of Class of Securities: Common Stock CUSIP Number: 92337C104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

Corporate Presentation January 2022 2 Safe Harbor Statement This presentation includes forward - looking statements about, among other things, Verastem Oncology’s programs and product candidates, including anticipated regulatory submissions, approval

Exhibit 99.1 Corporate Presentation January 2022 2 Safe Harbor Statement This presentation includes forward - looking statements about, among other things, Verastem Oncology?s programs and product candidates, including anticipated regulatory submissions, approvals, performance and potential benefits of Verastem Oncology?s product candidates, that are subject to substantial risks and uncertainties

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 11, 2022 Verastem, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35403 27-3269467 (State or Other Jurisdiction of Incorporation) (Commission File Number

Verastem Oncology Outlines Key 2022 Strategic Priorities and Upcoming Catalysts for Advancing VS-6766 as a Backbone of Therapy for RAS Pathway-Driven Cancers Report Selection Phase (Part A) Results from RAMP 201 and RAMP 202 Evaluating VS-6766 Alone

Exhibit 99.2 ? ? Verastem Oncology Outlines Key 2022 Strategic Priorities and Upcoming Catalysts for Advancing VS-6766 as a Backbone of Therapy for RAS Pathway-Driven Cancers ? Report Selection Phase (Part A) Results from RAMP 201 and RAMP 202 Evaluating VS-6766 Alone and in Combination with Defactinib in Low-Grade Serous Ovarian Cancer (LGSOC) and KRAS-Mutant Non-Small Cell Lung Cancer (NSCLC), R

VSTM / Verastem Inc / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 4 TO THE SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga407422vstm01102022.htm AMENDMENT NO. 4 TO THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4)1 Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par valu

VSTM / Verastem Inc / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 3 TO THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 Verastem, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92337C104 (CUSIP Number) December

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? ? (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission

Press Release issued by Verastem, Inc. on November 4, 2021.

?? ?? ? ? Verastem Oncology Reports Third Quarter 2021 Financial Results and Highlights Recent Company Progress Announced Clinical Collaboration with Amgen to Evaluate VS-6766 with LUMAKRASTM in Non-Small Cell Lung Cancer in Upcoming Clinical Trial Updated Data from Investigator-Sponsored Phase 1/2 FRAME Study of VS-6766 and Defactinib in Low-Grade Serous Ovarian Cancer Presented at ESMO 2021 Appointed Louis J.

Verastem Oncology Appoints Michelle Robertson to Board of Directors

? ?? ? ? Verastem Oncology Appoints Michelle Robertson to Board of Directors ? BOSTON ? October 26, 2021 ? Verastem Oncology (Nasdaq:VSTM), a biopharmaceutical company committed to advancing new medicines for patients battling cancer, today announced the appointment of Michelle Robertson to its Board of Directors, effective November 15, 2021.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of report (Date of earliest event reported): October 21, 2021 ? Verastem, Inc. ? (Exact Name of Registrant as Specified in Charter) ? ? ? ? ? ? Delaware ? 001-35403 ? 27-3269467 (State or Other Jurisdiction of Incorporatio