Verastem: Private Placement – Form 8-K

UNITED STATES

SAFETY AND EXCHANGES COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the

Stock Exchange Act of 1934

Report Date (Date of First Reported Event): November 4, 2022

Verastem, Inc.

(Exact name of the holder as specified in the charter)

Delaware 001-35403 27-3269467

(State or other jurisdiction
of incorporation)

(Commission
File number)
(IRS Employer
ID number.)
117 Kendrick Street, Office 500, Needham, MY 02494
(Address of main executive offices) (Postal code)

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

(Former name or address, if changed since last report)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

¨

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

¨

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

¨

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-opening communications pursuant to Rule 13e-4(c) of 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 listed on
Common shares, par value of $0.0001 per share VSTM The Nasdaq World Market

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of 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).

Growing emerging company ¨

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ¨

Item 3.02 Unrecorded Sales of Equity Securities.

On November 4, 2022, Verastem, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Biotechnology Value Fund, LP, Biotechnology Value Fund II, LP, Biotechnology Value Trading Fund OS LP and MSI BVF SPV, LLC (the “Shareholders”), pursuant to which the Shareholders exchanged 10,000,000 common shares of the Company, with a par value of $0.0001 per share (the “Common Shares”) ), for 1,000,000 newly designated Series A Convertible Preferred Shares, one “toothless” preferred share, with a par value of $0.0001 per share (the “Preferred Share”) (the “Exchange”).

On November 4, 2022, in connection with the Exchange, the Company filed a certificate of designation (the “Certificate of Designation”) setting forth the preferences, rights and limitations of the Preferred Shares with the Secretary of State of the State of Delaware. Each Preferred Share will be convertible into 10 Common Shares at the holder’s option at any time, subject to certain limitations, including that the holder will be prohibited from converting Preferred Shares into Common Shares if, following such conversion, the holder, together with its affiliates, would beneficially own a number of common shares above a conversion blocker, which is initially set at 9.99% (the “Conversion Blocker”) of total shares shares then issued and outstanding immediately following the conversion of such preferred shares. Preferred stockholders are permitted to increase the conversion blocker to an amount not exceeding 19.99% upon 60 days notice.

Preferred shares will generally not have voting rights except as required by law and except that the consent of a majority of the holders of outstanding preferred shares will be required to vary the terms of the preferred shares. In the event of liquidation, dissolution or liquidation of the Company, holders of Preferred Shares will participate pari passu in any distribution of proceeds to holders of Common Shares. Preferred stockholders are entitled to receive when, as dividends are declared and paid on the common stock, an equivalent dividend, calculated on an as-converted basis. Preferred shares are otherwise not entitled to dividends.

Preferred Shares rank (i) above any class or series of the capital stock of the Corporation hereafter specifically classified by their terms below Preferred Shares; (ii) parity with common stock and any specifically created class or series of capital stock of the Company classing by its terms at parity with preferred stock; and (iii) subordinate to any class or series of capital stock of the Company created specifically superior to any preferred stock, in each case, as to distributions of assets upon the liquidation, dissolution or liquidation of the Company, whether voluntarily or involuntarily

The preferred shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), based on the registration exemption contained in Section 3(a)(9) of the Securities Act.

The exchange is expected to be completed on or about November 9, 2022. Following the exchange, the Company will have 200,090,850 common shares outstanding and 1,000,000 preferred shares outstanding, which are convertible into 10,000,000 common shares.

The foregoing description of the Interchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Interchange Agreement, which is filed as an attachment to this current report on Form 8. -K and is incorporated by reference herein. A summary of the rights, preferences and privileges of the Preferred Shares described above does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as an exhibit to this report and is incorporated by reference in present. .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

The information contained above in section 3.02 of this report relating to the preferred shares is incorporated by reference in this section 5.03.

Section 9.01. Financial statements and supporting documents

Part No. The description
3.1

Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Shares

10.1 Exchange Agreement, dated November 4, 2022, by and between Verastem, Inc. and the shareholders named therein
104 Cover Page Interactive Data File (embedded in Inline XBRL document)

SIGNATURE

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

VERASTEM, INC.
Dated: November 7, 2022 By: /s/ Brian M. Stuglik
Brian M. Stuglik
Chief executive officer

About Valerie Wilson

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