Verastem Inc美股招股说明书(2025-11-17版)

We are offering 8,543,794 shares of our common stock, par value $0.0001 per share. The publicoffering price of each share of common stock is $7.25. We are also offering, in lieu of common stock tocertain investors, pre-funded warrants to purchase up to 3,870,000 shares of our common stock. Thepurchase price of each pre-funded warrant equals the price per share at which the shares of our commonstock are being sold to the public in this offering, minus $0.0001, which is the exercise price of each pre-funded warrant per share. Each pre-funded warrant will be exercisable from the date of issuance until fullyexercised, subject to an ownership limitation. Our common stock is listed on The Nasdaq Capital Market under the symbol “VSTM.” OnNovember12, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was$8.51 per share. We do not intend to list the pre-funded warrants on The Nasdaq Capital Market or any othersecurities exchange or nationally recognized trading system. Investing in our securities involves a high degree of risk. Before making an investment decision, you shouldcarefully consider the information under the heading “Risk Factors” beginning on pageS-5of this prospectussupplement and under similar headings in the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. (1)See “Underwriting” beginning on pageS-15of this prospectus supplement for additional informationregarding total underwriter compensation. The underwriters may also exercise their option to purchase up to an additional 1,862,069 shares of ourcommon stock from us, at the public offering price, less the underwriting discounts and commissions, for aperiod of 30days after the date of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Delivery of the securities offered hereby is expected to be made on or about November 17, 2025. Joint Book-Running ManagersGuggenheim SecuritiesLead ManagerH.C. Wainwright & Co. Jefferies Cantor Prospectus Supplement dated November 13, 2025 TABLE OF CONTENTS PageAbout This Prospectus SupplementS-1Prospectus Supplement SummaryS-2The OfferingS-3Risk FactorsS-5Special Note Regarding Forward-Looking StatementsS-8Use of ProceedsS-10Description of Pre-Funded WarrantsS-11DilutionS-13UnderwritingS-15Material United States Federal Income Tax ConsiderationsS-26Legal MattersS-31ExpertsS-31Where You Can Find More InformationS-31Incorporation of Certain Documents by ReferenceS-31PROSPECTUSPageABOUT THIS PROSPECTUS1OUR COMPANY2RISK FACTORS3FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6PLAN OF DISTRIBUTION7DESCRIPTION OF COMMON STOCK9DESCRIPTION OF PREFERRED STOCK10DESCRIPTION OF WARRANTS11DESCRIPTION OF DEBT SECURITIES12WHERE YOU CAN FIND MORE INFORMATION19INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE19LEGAL MATTERS20EXPERTS20 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and certain other matters relating to us and our business. The second part, theaccompanying prospectus, contains and incorporates by reference important business and financialinformation about us, a description of our common stock, pre-funded warrants and certain other informationabout us and this offering. This prospectus supplement and the accompanying prospectus are part of aregistration statement that we filed with the Securities and Exchange Commission (the “SEC”), using a“shelf” registration process. Both this prospectus supplement and the accompanying prospectus include orincorporate by reference important information about us, our common stock and other information youshould know before investing. You should read both this prospectus supplement and the accompanyingprospectus, including all documents incorporated by reference herein and therein by reference, together withthe additional information described under the heading “Where You Can Find More Information” herein andtherein before making an investment decision. You should rely only on the information contained or incorporated by reference in this prospectussupplement, the accompanying prospectus and in any free writing prospectuses we may provide to you inconnection with this offering. We have not, and the underwriters have not, authorized any other person toprovide you with any information that is different. If anyone provides you with different or inconsistentinformation, you should not rely on it. We are offering to sell, and seeking offers to buy, shares of ourcommon stock and pre-funded warrants only in jurisdictions where offers and sales are permitted. Thedistribution of this prospectus supplement and the accompanying prospectus a