Verastem Oncology Announces Proposed Public Offering of Common Stock

BOSTON – Verastem Oncology (Nasdaq: VSTM), a biopharmaceutical firm focused on developing innovative treatments for RAS/MAPK pathway-driven cancers, announced today its intention to launch an underwritten public offering of its common stock. The company plans to grant the underwriters a 30-day option to purchase up to 15% more shares of common stock under the same terms. This offering is contingent upon market conditions and other factors, with no guarantee of completion or specific terms. All offered securities will be sold by Verastem Oncology.

Jefferies, Guggenheim Securities, and Cantor are serving as the joint book-running managers for the proposed offering. These firms bring significant expertise in the biotech equity markets, which will be crucial in navigating investor sentiment and market volatility.

Verastem Oncology plans to allocate the net proceeds from the offering towards several strategic initiatives. A significant portion will support the commercialization of AVMAPKI™ FAKZYNJA™ CO-PACK, recently approved by the U.S. Food and Drug Administration (FDA) for treating KRAS-mutated recurrent Low-Grade Serous Ovarian Cancer. This marks a pivotal moment for Verastem, transitioning from a research-focused entity to a commercial player. The funds will also fuel continued clinical research and development of product candidates, including the VS-7375 oral KRAS G12D (ON/OFF) inhibitor program. This program represents a cutting-edge approach to targeting KRAS mutations, a long-standing challenge in cancer therapeutics. Finally, a portion of the proceeds will be used for working capital and general corporate purposes, ensuring the company has the financial flexibility to execute its long-term strategy.

The VS-7375 program is particularly noteworthy. KRAS G12D mutations are prevalent in various cancers, including lung, pancreatic, and colorectal cancers. An effective inhibitor could represent a significant breakthrough, addressing a large unmet medical need. The “ON/OFF” mechanism suggests a novel drug design, potentially optimizing efficacy while minimizing off-target effects. The company’s pipeline strategy reflects a broader trend in oncology towards precision medicine, targeting specific genetic mutations driving cancer growth.

A shelf registration statement on Form S-3, related to the public offering, was declared effective by the SEC on November 20, 2023. The offering will be conducted through a written prospectus and prospectus supplement. Potential investors are advised to review these documents, along with the related registration statement and other SEC filings for comprehensive information about Verastem Oncology and the offering. These documents are available on the SEC website.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy securities, nor will there be any sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

About Verastem Oncology

Verastem Oncology (Nasdaq: VSTM) is a biopharmaceutical company in the late stages of development, focusing on creating and commercializing new treatments to enhance the lives of patients with RAS/MAPK pathway-driven cancers. Verastem currently markets AVMAPKI™ FAKZYNJA™ CO-PACK in the U.S. Their pipeline emphasizes novel small molecule drugs designed to inhibit critical signaling pathways in cancer that promote cell survival and tumor growth, including RAF/MEK inhibition, FAK inhibition, and KRAS G12D inhibition. The company’s strategic focus and recent FDA approval positions it for potential growth in the competitive oncology market.

Forward-looking statements

This press release contains forward-looking statements regarding Verastem Oncology’s proposed public offering. These statements are identified by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “would,” “could,” “should,” “continue,” “can,” and “promising.” These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks include the company’s ability to complete the proposed offering, market conditions, the anticipated use of proceeds, the potential impact on the market price of shares, capital market risks, and general economic or industry conditions. There is no assurance that the proposed offering will be completed on the anticipated terms, or at all. Investors are cautioned against placing undue reliance on these forward-looking statements, which are applicable only as of the date of this press release. Other risks and uncertainties are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 20, 2025. The company undertakes no obligation to update or revise any of these statements. Investors should carefully consider these risks and uncertainties.