SCHEDULE: Biotechnology Value Fund Updates Verastem Stake

Biotechnology Value Fund and its affiliates have updated their beneficial ownership in Verastem, Inc., holding an aggregate of 2.5 million shares, representing 3.9% of the company's common stock.

Summary

• Reporting persons, including Biotechnology Value Fund, L.P. (BVF), Biotechnology Value Fund II, L.P. (BVF2), Biotechnology Value Trading Fund OS LP, and their related entities, collectively hold 2,500,000 shares of Verastem, Inc. common stock.
• This aggregate ownership represents approximately 3.9% of Verastem's outstanding shares, calculated based on 61,545,270 shares outstanding as of August 7, 2025, plus the 2,500,000 shares underlying warrants.
• The beneficial ownership is primarily held through 2,500,000 Warrants, which are immediately exercisable at an exercise price of $3.50 per share.
• These warrants are exercisable until 18 months from their issuance date.
• A 'Warrants Blocker' provision limits exercise if it would cause beneficial ownership to exceed 9.99% of outstanding shares or voting power, but this limit currently does not apply to the Reporting Persons' holdings as of August 13, 2025.
• The acquisition of these securities was not for the purpose of changing or influencing control of Verastem, Inc., other than activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership, providing no direct positive or negative operational or financial news about the issuer.

Positives

• Continued investment by a specialized biotechnology fund (Biotechnology Value Fund) indicates ongoing confidence in Verastem, Inc.
• The clear exercise price of $3.50 for the warrants provides a defined valuation point for the fund's investment.

Risks

• The 'Warrants Blocker' could limit future increases in beneficial ownership if the 9.99% threshold is approached, potentially restricting the fund's ability to accumulate more shares through warrant exercise.
• The value of the warrants is directly tied to the underlying stock price; if Verastem's stock price falls below the $3.50 exercise price, the warrants would be out-of-the-money.

Future Outlook

NA

Industry Context

This filing is a disclosure of an institutional investor's stake in Verastem, Inc., and does not provide broader industry trend analysis or competitive insights.

Stakeholder Impact

• Shareholders: Increased transparency regarding a significant institutional investor's stake, potentially leading to increased trading volume or investor interest due to the fund's involvement.
• Company Management: Awareness of a significant shareholder's position, which could influence future strategic decisions or shareholder engagement.

Key Dates

Keywords

Verastem, Biotechnology Value Fund, BVF, SEC filing, Schedule 13G, beneficial ownership, common stock, warrants, institutional investment, biotech, pharmaceutical