08/02/2021 | Press release | Distributed by Public on 08/02/2021 15:40
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Delaware
(State or other jurisdiction of incorporation or organization) |
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27-3269467
(I.R.S Employer Identification No.) |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒ Emerging growth company ☐ |
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Title of each class of securities
to be registered |
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Amount to be
registered(1)(2) |
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Proposed maximum
offering price per unit(1)(2) |
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Proposed maximum
aggregate offering price(1)(2) |
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Amount of
registration fee(2)(3) |
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Common Stock, par value $0.0001 per share
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| | | | | | | | | | | | | - | | | | | | | - | | |
Preferred Stock, par value $0.0001 per share
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| | | | | | | | | | | | | - | | | | | | | - | | |
Warrants(4) | | | | | | | | | | | | | | - | | | | | | | - | | |
Debt Securities(4)
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| | | | | | | | | | | | | - | | | | | | | - | | |
Total
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| | | | | | | | | | | | $ | - | | | | | | $ | - | | |
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Page
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
OUR COMPANY
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| | | | 2 | | |
RISK FACTORS
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| | | | 3 | | |
FORWARD-LOOKING STATEMENTS
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| | | | 4 | | |
USE OF PROCEEDS
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| | | | 5 | | |
PLAN OF DISTRIBUTION
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| | | | 6 | | |
DESCRIPTION OF COMMON STOCK
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| | | | 8 | | |
DESCRIPTION OF PREFERRED STOCK
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| | | | 9 | | |
DESCRIPTION OF WARRANTS
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| | | | 10 | | |
DESCRIPTION OF DEBT SECURITIES
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| | | | 11 | | |
WHERE YOU CAN FIND MORE INFORMATION
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| | | | 18 | | |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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| | | | 19 | | |
LEGAL MATTERS
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| | | | 20 | | |
EXPERTS
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| | | | 20 | | |
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Securities and Exchange Commission registration fee
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| | | $ | * | | |
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Printing and engraving expenses
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| | | | ** | | |
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Legal fees and expenses
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| | | | ** | | |
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Accounting fees and expenses
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| | | | ** | | |
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Transfer Agent and Registrar fees
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| | | | ** | | |
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Trustee's fees and expenses
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| | | | ** | | |
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Miscellaneous
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| | | | ** | | |
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Total
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| | | $ | ** | | |
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Exhibit
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Description
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4.2
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| | Form of Common Stock Warrant Agreement and Warrant Certificate* | |
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4.3
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| | Form of Preferred Stock Warrant Agreement and Warrant Certificate* | |
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4.4
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| | Form of Debt Securities Warrant Agreement and Warrant Certificate* | |
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4.5
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| | Description of Securities (incorporated by reference to Exhibit 4.5 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 18, 2021) | |
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4.6
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| | Indenture, dated as of October 17, 2018, by and between the Registrant and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to Form 8-K filed by the Registrant on October 17, 2018) | |
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5.1
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Opinion of Ropes & Gray LLP relating to the base prospectus (filed herewith)
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5.2
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Opinion of Ropes & Gray LLP relating to the at-the-market offering prospectus (filed herewith)
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23.1
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Consent of Ropes & Gray LLP (included in Exhibit 5.1)
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23.2
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Consent of Ropes & Gray LLP (included in Exhibit 5.2)
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23.3
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Consent of Ernst & Young LLP (filed herewith)
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24.1
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Powers of attorney (included on the signature page hereto)
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25.1
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| | Statement of Eligibility of Trustee Under Debt Indenture (filed herewith) | |
| | | | VERASTEM, INC. | | |||
| | | | By: | | |
/s/ Brian M. Stuglik
Brian Stuglik, R.Ph.
President and Chief Executive Officer |
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SIGNATURES
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TITLE
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DATE
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/s/ Brian M. Stuglik
Brian M. Stuglik
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Chief Executive Officer
(Principal executive officer) and Director |
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August 2, 2021
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/s/ Robert Gagnon
Robert Gagnon
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Chief Financial Officer
(Principal financial and accounting officer) |
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August 2, 2021
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/s/ Timothy Barberich
Timothy Barberich
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Director
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August 2, 2021
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/s/ Paul A. Bunn, M.D.
Paul A. Bunn, M.D.
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Director
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August 2, 2021
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/s/ Gina Consylman
Gina Consylman
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Director
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August 2, 2021
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/s/ John H. Johnson
John H. Johnson
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Director
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August 2, 2021
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SIGNATURES
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TITLE
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DATE
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/s/ Michael Kauffman, M.D., Ph.D.
Michael Kauffman, M.D., Ph.D.
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Director
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August 2, 2021
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/s/ Eric Rowinsky, M.D.
Eric Rowinsky, M.D.
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Director
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August 2, 2021
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/s/ Lesley Kim Solomon
Lesley Kim Solomon
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Director
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August 2, 2021
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