SCHEDULE 13G/A: Soleus Entities and Guy Levy Disclose 7.3% Beneficial Stake in Verastem, Inc. Common Stock

Soleus Private Equity Fund III, L.P., Soleus Capital Master Fund, L.P., and related entities, along with Guy Levy, have filed an amended Schedule 13G disclosing a combined beneficial ownership of 7.3% of Verastem, Inc.'s common stock, including exercisable warrants.

Summary

• Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy collectively beneficially own 3,350,692 shares of Verastem, Inc. common stock.
• This aggregate ownership represents 7.3% of Verastem, Inc.'s outstanding common stock.
• The calculation is based on 44,506,526 shares of common stock outstanding as of November 5, 2024, as reported in Verastem's Form 10-Q.
• The reported shares include presently exercisable warrants to purchase up to 1,166,666 shares of Verastem, Inc. common stock at an initial exercise price of $3.50 per share.
• Soleus Private Equity Fund III, L.P. directly holds 1,786,129 shares, representing 3.9% of the class.
• Soleus Capital Master Fund, L.P. directly holds 1,564,563 shares, representing 3.5% of the class.
• Various Soleus entities (Soleus Private Equity GP III, LLC, Soleus PE GP III, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC) and Guy Levy are identified as having shared voting and dispositive power over these shares due to their control relationships within the Soleus group.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain qualitative statements that would indicate a positive or negative sentiment. It is neutral in tone and content.

Positives

• The filing indicates continued investment by a significant institutional holder, Soleus, in Verastem, Inc.
• The inclusion of exercisable warrants suggests a potential future capital infusion for Verastem if the warrants are exercised.

Future Outlook

NA

Industry Context

This Schedule 13G filing is a routine disclosure required by the SEC when an entity or group acquires beneficial ownership of more than 5% of a company's voting class of securities. It provides transparency regarding significant ownership stakes, which can be of interest to other investors and market participants as it identifies large, potentially influential shareholders. The filing indicates that Soleus Capital Management and its affiliates continue to hold a substantial position in Verastem, Inc.

Related Party Transactions

• The filing details the intricate ownership and control structure within the Soleus group, where Soleus Private Equity GP III, LLC, Soleus PE GP III, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy are all interconnected entities and individuals that collectively report beneficial ownership of Verastem, Inc. shares. Guy Levy is the sole managing member of key entities within this structure, establishing a clear related-party relationship among the reporting persons.

Stakeholder Impact

• Shareholders: The disclosure provides transparency regarding a significant institutional investor's stake, which can influence market perception and potentially signal confidence or lack thereof in the company's long-term prospects. The existence of exercisable warrants held by this investor could lead to future dilution if exercised, but also provides capital to the company.
• Company Management: Awareness of a large, active shareholder like Soleus can influence strategic decisions and corporate governance, especially given the potential for future engagement or influence.

Key Dates

Keywords

Verastem Inc., Soleus Private Equity Fund III L.P., Soleus Capital Master Fund L.P., Guy Levy, SEC filing, Schedule 13G, beneficial ownership, common stock, warrants, institutional investor, equity stake