SecProbe.io

November 30, 2011

Via Email
Christoph Westphal, M.D., Ph.D.
Chief Executive Officer Verastem, Inc. 215 First Street, Suite 440 Cambridge, Massachusetts 02142
 Re: Verastem, Inc.
  Registration Statement on Form S-1
  Filed November 3, 2011
  File No . 333-177677

Dear Dr. Westphal:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not complete lists.  If  our comments are appli cable to portions of
the filing that we have not cited as examples, please make the appropriate changes in
accordance with our comments.
2. We note that there are a number of additional ex hibits that still need to be filed.  Please
provide these exhibits as promptly as possibl e.  Please note that we may have comments
on these materials once they are provided.

3. We note that you have submitted a confidential treatment request.  Please note that you
will be receiving comments to the confidentia l treatment request under separate cover and
that all confidential treatment issues must be resolved before we will consider a request for acceleration of the registration statement.

Christoph Westphal, M.D., Ph.D.
Verastem, Inc. November 30, 2011 Page 2
 4. Please note that when you file a pre-eff ective amendment containing pricing-related
information, we may have additional comments.   As you are likely aware, you must file
this amendment prior to circulating the prospe ctus.  Please note that when you file a pre-
effective amendment that includes your price range, it must be bona fide.  We interpret
this to mean that your range may not exceed $2 if you price below $20 and 10% if you price above $20.
 Cover Page

5. Please advise us as to the status of your listing application with The NASDAQ Global
Market.  If you have filed th e listing application or take n steps beyond your expectation
to apply, please update your disclosure accordingly.
 Prospectus Summary, page 1

6. On page 6 you have stated that you have not  independently verified the data obtained
from industry publications and third party re search, surveys and studies.  It is not
appropriate to disclaim information included in  your filing.  Please de lete this paragraph.
 The Offering, page 7

7. You state that “The number of  shares of our common stock to be outstandi ng after this
offering is based on 10,476,652 actual shares of our common stock outstanding as of
September 30, 2011…”  Please revise this disc losure to be consis tent with the 4,986,333
actual shares outstanding as stated in your Ca pitalization table at page 41 and pages F-3
and F-5 of your financial statements or  further advise us on this matter.
 Risk Factors, page 10

8. We note your reference throughout the registration statement to the costs you will incur
as a result of becoming a public company including increased legal, compliance,
accounting and investor and public  relations expenses.  Please  revise your disclosure to
provide a separate risk factor highlighti ng these costs and any other risks that the
company may face in its efforts to comply with the requirements of operating as a public company.
  “Our approach to the discove ry and development of product ca ndidates that target CSC’s is
unproven, and we do not know whether we will be able to develop any products of commercial
value.” page 12

9. We note your statement that there is an “ongoing debate regarding the existence of
CSCs” and that the discovery by your scien tific co-founders of the link between the
epithelial-to-mesenchymal tran sition and the emergence of ca ncer stem cells is “not
universally accepted.”  Please revise your risk factor disclosure to provide a summary of

Christoph Westphal, M.D., Ph.D.
Verastem, Inc. November 30, 2011 Page 2
 any opposing views or contrasting opinions with  regard to CSCs and their importance in
developing treatments for cancer.
 “Product liability lawsuits agains t us could cause us to incur s ubstantial liabiliti es and to limit
commercialization of any products that we may develop.” page 21

10. Please revise your statement that you currently have $3.0 million in product liability
insurance to clarify whether this limitation applies on a per incide nt basis or in the
aggregate.

“Our future success depends on our ability to re tain our chief executive officer and other key
executives and to attract,  retain and motivate qua lified personnel.” page 33

11. To the extent you have experienced problems attracting and retaini ng qualified personnel
in the recent past, please revise to describe these problems.

Dilution, page 43

12. Please provide us with your calculations for determining historical net tangible book
value per share and the increas e attributable to the convers ion of outstanding preferred
stock as of September 30, 2011.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
47
 Research and Development Expenses, page 48

13. We note your statement in the second to last  paragraph on page 48 that you expect to
initiate IND-enabling toxicology studies for VS-507 in “late 2011.”  As it is already
November 2011, please update your disclosure to  indicate whether such studies have
been initiated or revise this statement to provide a more meaningf ul timeline.  To the
extent necessary, please also update the exp ected timeline for your submission of the IND
for VS-507.
   Critical Accounting Policies and si gnificant Judgments and Estimates

 Stock Based Compensation, page 50

14. Please disclose the reasons for the increas e in value per common share from $.0001 for
the 10 million restricted common shares issued in August 2010 to $.08 for the 583,333 common share issued to acquire intellectual prop erty and the restricted shares issued to
new employees that occurred between Oc tober 2010 and April 2011 given that the
assumptions used to determine their fair valu e disclosed on page F-18 are similar.  Please
also disclose why the value of the common sh ares issued to employees decreased from
$.08 in June 2011 to $.055 in September 2011 gi ven that the assumptions used to

Christoph Westphal, M.D., Ph.D.
Verastem, Inc. November 30, 2011 Page 2
 determine their fair value are also similar.  Please also provide us with the computations
used to determine the value of $.0001, $.08 and $.055 for your common shares.  Please be sure to provide us with all of the assumpti ons used to estimate the fair value of these
issuances, including the valuat ion model used, expected pric e volatility, estimated term,
risk free interest rate, divide nds and any other factors consid ered in determining the fair
value of your common stock issuances in 2010 and 2011.

15. We will evaluate the valuations of your common stock and option issuances when an IPO
price has been determined.
 Liquidity and Capital Resources, page 57

16. All of your product candidates are in preclin ical development.  Given the potential
increase in your valuation once one or some of your products reach clinical development,
please disclose the estimated amounts of incr eased capital outlays and operating expenses
that you will incur to reach clinical deve lopment for one or more of your products.
 Executive Compensation, page 98

17. We note that you have discussed the terms of your employment agreements with Mr.
Forrester and Dr. Pachter throughout this secti on of the filing; howev er, the exhibit index
implies that the agreements will not be ente red into until 2012.  Please reconcile.

18. We note your cross-reference to headings en titled “—Employment agreements” on page
101 and “—Potential payments upon termination or change in control” on page 105.
Neither of these headings app ears in the filing.  Please revi se to provide an accurate
cross-reference to the intended sections or include a placehol der in the event the sections
will be included in a later amendment to the filing.  Please note that information regarding potential payments upon termination or  change in control transactions should
be included pursuant to Item  402(j) of Regulation S-K.

Report of Independent Registered Public Accounting Firm, page F-2

19. Please have your independent a uditor issue a signed auditor’ s report to include in your
Form S-1.
 Financial Statements, page F-3

20. We note that the pro forma financial statem ents at and as of September 30, 2011 does not
include the issuance and conversion of the Seri es C convertible prefer red stock.  This is
not the case in your presentation of pro forma financial information in all other areas of
the Form S-1, which includes the issuance and conversion of the Series C convertible preferred stock.  We believe it would be more  coherent to the reader if the pro forma
financial information had the same meaning throughout the Form S-1.  Please revise the

Christoph Westphal, M.D., Ph.D.
Verastem, Inc. November 30, 2011 Page 2
 pro forma financial information to include the conversion of the Series C convertible
preferred stock throughout the Form S-1.
 Note 6 – Common Stock, page F-15

21. The expected volatility used to determine th e value of your stock options is based on a
representative group of companies with si milar characteristics to you, including early
stage of development and therapeutic focus ove r a two year period.  Please disclose the
representative group of companies with sim ilar characteristics and the stage of their
products in development.  Pl ease also tell us why the assumed volatility was computed
over a two year period instead  of the expected six year term of the options.
 Note 10.  License Agreements, page F-21

22. Please revise your disclosures for the thre e license agreements to provide further
transparency of your license agreements, incl uding but not limited to the other party in
the agreements and quantitative values for the respective components of each agreement
as outlined in the contracts.  For exampl e, with regards to the “exclusive license
agreement,” please disclose:

 the other party to the agreement;
 the aggregate value of the “upfront license  fee, reimbursed patent related fees and
costs incurred by the licensor and an aff iliate of the licensor, value for the annual
license maintenance fees”; and
 the value of the 583,333 shares  of common stock issued and who the shares were
issued to.

  Please also revise your disclosures for the other two license agreements.
 Item 15.  Recent Sales of Unregistered Securities, page II-2

23. We note that on November 21, 2011 you filed an  amendment to the Form D originally
filed November 10, 2011 that modified the reported offering by including two additional investors and an additional $299,997 in total am ount of securities sol d.  Please revise the
disclosure under Item 15 of  your registration statement to provide the information
required under Item 701 of Regul ation S-K with regard to th is transacti on or identify
where in your registration statement this disclosure ha s been provided.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Christoph Westphal, M.D., Ph.D.
Verastem, Inc. November 30, 2011 Page 2
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Christine Allen at (202)  551-3652 or Gus Rodriguez, Accounting
Branch Chief, at (202) 551-3752 if you have que stions regarding comments on the financial
statements and related matters.  Please contac t Laura Crotty at (202) 551-3563, Bryan Pitko at
(202) 551-3203 or me at (202) 551- 3715 with any other questions.

Sincerely,
   /s/ Bryan J. Pitko for
Jeffrey P. Riedler Assistant Director
cc: Brian A. Johnson (Wilmer Cutler Pickering Hale and Dorr LLP)