Form 8-K - Current report

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)

(IRS Employer
Identification No.)

117 Kendrick Street, Suite 500, Needham, MA

02494

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 292-4200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

VSTM

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders

The Special Meeting of Stockholders (the “Special Meeting”) of Verastem, Inc. (the “Company”) was held in Needham, Massachusetts on January 17, 2024. There were 25,268,102 shares of common stock entitled to vote at the Special Meeting. A total of 16,016,215 shares of common stock were represented at the Special Meeting in person or by proxy. At the Special Meeting, the stockholders considered and acted upon the following proposal:

Proposal No. 1 – Option Exchange. The Company’s stockholders approved the one-time exchange of certain options to purchase shares of the Company’s common stock that are held by certain executive officers, other employees, and non-employee directors of the Company for new options to purchase shares of the Company’s common stock. 8,197,712 shares voted for the proposal; 7,793,121 shares voted against the proposal; and 25,382 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	VERASTEM, INC.

Dated: January 19, 2024	By:	/s/ Daniel W. Paterson
		Daniel W. Paterson
		Chief Executive Officer

Document and Entity Information	Jan. 17, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jan. 17, 2024
Securities Act File Number	001-35403
Entity Registrant Name	Verastem, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-3269467
Entity Address, Address Line One	117 Kendrick Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Needham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02494
City Area Code	781
Local Phone Number	292-4200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	VSTM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001526119
Amendment Flag	false

N-2	Jan. 17, 2024
Cover [Abstract]
Entity Central Index Key	0001526119
Amendment Flag	false
Securities Act File Number	001-35403
Document Type	8-K
Entity Registrant Name	Verastem, Inc.
Entity Address, Address Line One	117 Kendrick Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Needham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02494
City Area Code	781
Local Phone Number	292-4200
Entity Emerging Growth Company	false