Verastem Oncology Announces $100 Million Private Placement Offering of Common Stock to Premier Life Sciences Investors
28 February 2020 - 10:00PM
Business Wire
Verastem, Inc. (NASDAQ: VSTM) (the “Company”), today announced
that it has agreed to sell approximately 46.5 million shares of its
common stock to certain institutional investors, including RA
Capital Management, Vivo Capital, Venrock Healthcare Capital
Partners, Farallon Capital Management, Acuta Capital, EcoR1 Capital
LLC, Avidity Partners and Logos Capital, in a private placement.
The Company anticipates aggregate gross proceeds from the offering
will be approximately $100 million, before deducting fees to the
placement agents and other estimated offering expenses payable by
the Company, based on the offering price of $2.15 per share, a
12.6% premium to the February 27, 2020 closing price. The closing
is anticipated to occur on March 3, 2020 subject to customary
closing conditions. The Company intends to use the net proceeds
from the offering to advance the defactinib and CH5126766 (VS-6766)
programs, as well as for general corporate purposes.
Jefferies acted as sole lead placement agent for the offering
and H.C. Wainwright & Co. acted as a placement agent.
The securities are being sold in a private placement and have
not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. The Company has agreed to file a resale
registration statement with the Securities and Exchange Commission
(the “SEC”) as soon as practicable, and in all events within 30
days of the closing of the offering, for purposes of registering
the resale of the shares of common stock issued or issuable in
connection with the offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state. Any offering
of the securities under the resale registration statement will only
be by means of a prospectus.
About Verastem Oncology
Verastem Oncology (Nasdaq: VSTM) is a commercial
biopharmaceutical company committed to the development and
commercialization of new medicines to improve the lives of patients
diagnosed with cancer. Our pipeline is focused on novel small
molecule drugs that inhibit critical signaling pathways in cancer
that promote cancer cell survival and tumor growth, including
phosphoinositide 3-kinase (PI3K), focal adhesion kinase (FAK) and
RAF/MEK inhibition.
Our first FDA approved product is available for the treatment of
patients with certain types of indolent non-Hodgkin’s lymphoma
(iNHL).
For more information, please visit www.verastem.com.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks, uncertainties and other factors,
including without limitation, statements regarding the expected
timing for the closing of the private placement and the expected
use of proceeds from the private placement. These risks,
uncertainties and other factors could cause actual results to
differ materially from those referred to in the forward-looking
statements, including, without limitation, whether or not the
Company will be able to consummate the private placement on the
timeline or with the terms anticipated, if at all. The reader is
cautioned not to rely on these forward-looking statements. Other
risks and uncertainties include those identified under the heading
“Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for
the quarterly periods ended June 30, 2019 and September 30, 2019,
as filed with the Securities and Exchange Commission on August 1,
2019 and October 30, 2019, respectively, its Annual Report on Form
10-K for the year ended December 31, 2018 as filed with the SEC on
March 12, 2019, and in any subsequent filings with the SEC. The
forward-looking statements contained in this press release reflect
Verastem Oncology’s views as of the date hereof, and the Company
does not assume and specifically disclaims any obligation to update
any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200228005095/en/
Verastem Oncology: Investors: John Doyle Vice President,
Investor Relations & Finance +1 781-469-1546
jdoyle@verastem.com
Media: Lisa Buffington Corporate Communications +1 781-292-4205
lbuffington@verastem.com
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