As filed with the Securities and Exchange Commission on June 15, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Verastem, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 27-3269467 |
(State or other jurisdiction
of incorporation or organization) | | (I.R.S Employer Identification No.) |
117 Kendrick St., Suite 500
Needham, MA | | 02494 |
(Address of Principal Executive Offices) | | (Zip Code) |
2014 Inducement Award Program
(Full title of the plan)
Robert Forrester
President and Chief Executive Officer
Verastem, Inc.
117 Kendrick St., Suite 500
Needham, MA 02494
(781) 292-4200
(Name, address, and telephone number, including area code, of agent for service)
With copies to:
Marko S. Zatylny
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | | Accelerated filer o |
| | |
Non-accelerated filer o | | Smaller reporting company x |
(Do not check if a smaller reporting company) | | |
| | Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
| | | | | | | | | |
Title of each class of
securities to be
registered | | Amount to be
registered (1) | | Proposed maximum
offering price
per share (2) | | Proposed maximum
aggregate offering
price (2) | | Amount of
registration
fee | |
Common Stock, $0.0001 par value per share | | 580,000 shares | | $ | 2.04 | | $ | 1,183,200 | | $ | 137.14 | |
| | | | | | | | | | | | |
(1) This Registration Statement covers an aggregate of 580,000 shares of the Registrant’s Common Stock, par value $0.0001 per share (the “Common Stock”), that may be issued pursuant to awards granted or to be granted in accordance with Nasdaq Listing Rule 5635(c)(4), as an inducement material to an individual’s entering into employment with the Registrant. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions.
(2) Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and low prices of the Common Stock as reported by the Nasdaq Global Market on June 14, 2017 to be $2.13 and $1.95, respectively.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register an additional 580,000 shares under the Registrant’s 2014 Inducement Award Program. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-201075) filed with the Securities and Exchange Commission on December 19, 2014.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index following the signature page.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Needham, Commonwealth of Massachusetts on June 15, 2017.
| VERASTEM, INC. |
| | |
| | |
| By: | /s/ Robert Forrester |
| | Robert Forrester |
| | President and Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert Forrester and Joseph Chiapponi, and each of them singly, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURES | | TITLE | | DATE |
| | | | |
/s/ Robert Forrester | | President, Chief Executive Officer | | June 15, 2017 |
Robert Forrester | | (Principal executive officer) and Director | | |
| | | | |
/s/ Joseph Chiapponi | | Vice President, Finance | | June 15, 2017 |
Joseph Chiapponi | | (Principal financial and accounting officer) | | |
| | | | |
/s/ Timothy Barberich | | Director | | June 15, 2017 |
Timothy Barberich | | | | |
| | | | |
/s/ Michael Kauffman | | Director | | June 15, 2017 |
Michael Kauffman, M.D., Ph.D. | | | | |
| | | | |
/s/ Alison Lawton | | Director | | June 15, 2017 |
Alison Lawton | | | | |
| | | | |
/s/ S. Louise Phanstiel | | Director | | June 15, 2017 |
S. Louise Phanstiel | | | | |
| | | | |
/s/ Eric Rowinsky | | Director | | June 15, 2017 |
Eric Rowinsky, M.D. | | | | |
| | | | |
/s/ Bruce Wendel | | Director | | June 15, 2017 |
Bruce Wendel | | | | |
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EXHIBIT INDEX
Exhibit | | Description |
| | |
4.1 | | Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed by the Registrant with the Securities and Exchange Commission on March 30, 2012) |
| | |
4.2 | | Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Registrant with the Securities and Exchange Commission on January 13, 2012) |
| | |
4.3 | | Form of Inducement Award Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission on December 19, 2014) |
| | |
5.1 | | Opinion of Ropes & Gray LLP (filed herewith) |
| | |
23.1 | | Consent of Ropes & Gray LLP (included in Exhibit 5.1) |
| | |
23.2 | | Consent of Ernst & Young LLP (filed herewith) |
| | |
24.1 | | Power of attorney (included on the signature page of this Registration Statement under the caption “Power of Attorney”) |
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