Verastem, Inc. has entered into an underwriting agreement with Jefferies LLC and Guggenheim Securities, LLC, as representatives of the underwriters. The agreement relates to the issuance and sale of common stock and pre-funded warrants.

The offering consists of 30,937,500 shares of common stock, par value $0.0001 per share, and pre-funded warrants to purchase up to 312,503 shares of common stock. All shares and warrants are being sold by the Company.

The common stock is being offered at a price of $8.00 per share, less underwriting discounts and commissions. The pre-funded warrants are being offered at a price of $7.9999 per warrant, which is equal to the offering price per share less the $0.0001 exercise price of each warrant, less underwriting discounts and commissions.

The Company expects to receive net proceeds from the offering, after deducting underwriting discounts and commissions and estimated offering expenses, of approximately $234.7 million.

The offering is being made pursuant to the Company's shelf registration statement on Form S-3, as amended (File No. 333-289399), which was declared effective on August 15, 2025. The closing of the offering is expected to take place on or about October 15, 2026, subject to customary closing conditions.

Each pre-funded warrant will have an exercise price of $0.0001 per underlying share of common stock and will not expire. The warrants are exercisable in cash or by means of a cashless exercise. The exercise price and number of shares are subject to adjustment for stock dividends, splits, and similar events.

Each pre-funded warrant will not be exercisable if, upon giving effect to the exercise, the aggregate number of shares of common stock beneficially owned by the holder would exceed 4.99% or 9.99% of the number of shares outstanding immediately after giving effect to the exercise. The holder may elect to increase this percentage to 19.99% upon 61 days' notice to the Company.

In addition, upon the consummation of an acquisition, each pre-funded warrant will automatically be converted into the right of the holder to receive the kind and amount of securities, cash, or other property that such holders would have received had they exercised such warrant immediately prior to such acquisition.

A copy of the underwriting agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.