Item 8.01 Other Events.
On June 15, 2023, Verastem, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets,
LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”),
relating to the underwritten offering of 7,181,409 shares (the “Firm Shares”) of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), at a price to the public of $9.75 per Share, less the underwriting discounts and commissions,
and, in lieu of Common Stock to certain investors, pre-funded warrants to purchase up to an aggregate of 1,538,591 shares of Common Stock
at a price to the public of $9.749 (the “Pre-Funded Warrants”) per Pre-Funded Warrant, which represents the per share public
offering price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant (the “Offering”).
In addition, the Company granted the Underwriters an option to purchase, at the public offering price less any underwriting discounts
and commissions, an additional 1,308,000 shares of Common Stock (such additional shares, together with the Firm Shares, the “Shares”),
exercisable for 30 days from the date of the Underwriting Agreement, which the Underwriters exercised in full on June 16, 2023.
Each Pre-Funded Warrant will have an exercise
price equal to $0.001 per share of Common Stock. The exercise price and the number of shares of Common Stock issuable upon exercise of
each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications or similar events affecting the Common Stock as well as upon any distribution of assets, including
cash, stock or other property, to the Company’s stockholders. The Pre-Funded Warrants will not expire and are exercisable in cash
or by means of a cashless exercise.
The Company may not effect the exercise of
any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant if, upon giving effect to
such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) would exceed
9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased
or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such Pre-Funded Warrants,
provided that such percentage may in no event exceed 19.99%.
In addition, upon the consummation of an acquisition
(as described in the Pre-Funded Warrants), each Pre-Funded Warrant will automatically be converted into the right of the holder of such
Pre-Funded Warrant to receive the kind and amount of securities, cash or other property that such holders would have received had they
exercised such Pre-Funded Warrant immediately prior to such acquisition, without regard to any limitations on exercise contained in the
Pre-Funded Warrants. The foregoing description of the Pre-Funded Warrants is qualified in its entirety by reference to the Form of
Warrant filed as Exhibit 4.1 to this Current Report on Form 8-K.
The Offering was made pursuant to the Company’s
shelf registration statement on Form S-3 (File No. 333-258372), which was declared effective on April 6, 2022. The closing
of the Offering is expected to take place on or about June 21, 2023, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary
representations, warranties, and agreements by the Company and customary conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and termination
provisions.
A copy of the Underwriting Agreement and the
form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Ropes & Gray, LLP, counsel to the
Company, has issued an opinion to the Company, dated June 21, 2023, regarding the Shares and Pre-Funded Warrants to be sold in the
Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K, including
the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which
is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there
be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction.