SEC Comment Letter for Verastem, Inc. (VSTM) (CIK 0001526119) (VSTM) — Apr 7, 2017
Verastem, Inc. (VSTM) (CIK 0001526119)
Date: April 7, 2017 · CIK: 0001526119 · Accession: 0000000000-17-012011
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-217048
Letter
Mail Stop 4546 April 7, 2017 Robert Forrester President and Chief Executive Officer Verastem, Inc. 117 Kendrick Street, Suite 500 Needham, MA 02494
Re: Verastem, Inc. Registration Statement on Form S-3 Filed March 30, 2017 File No. 333-217048
Dear Mr. Forrester :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide 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 com ments 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 registration statement and the information you provide in response to these comments, w e may have additional comments.
Sales Agreement Prospectus Cover Page
1. It appears that you are relying on General Instruction I.B.6 of Form S -3 for this offering. If true, please revise your prospectus cover page to disclose the calculation of the aggre gate market value of your outstanding voting and nonvoting common equity and the amount of all securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month period that ends on, and includes, the date of the prospectus. Refer to Instruction 7 to General Instruction I.B.6. Otherwise, please provide us your analysis demonstrating your eligibility to use Form S -3.
Robert Forrester Verastem, Inc. April 7, 2017 Page 2
General
2. We note that you have a pending request for confidential treatment. Please be advised that we will not be in a position to declare your registration statement effective until we resolve any issues concerning the confidential treatment request.
We remind you that the company and its management are responsible for the accu racy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to t he requested effective date of the registration statement.
Please contact Dorrie Yale at 202 -551-8776 with any questions.
Sincerely,
/s/ Mary Beth Breslin for
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Mail Stop 4546 April 7, 2017 Robert Forrester President and Chief Executive Officer Verastem, Inc. 117 Kendrick Street, Suite 500 Needham, MA 02494 Re: Verastem, Inc. Registration Statement on Form S-3 Filed March 30, 2017 File No. 333-217048 Dear Mr. Forrester : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide 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 com ments 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 registration statement and the information you provide in response to these comments, w e may have additional comments. Sales Agreement Prospectus Cover Page 1. It appears that you are relying on General Instruction I.B.6 of Form S -3 for this offering. If true, please revise your prospectus cover page to disclose the calculation of the aggre gate market value of your outstanding voting and nonvoting common equity and the amount of all securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month period that ends on, and includes, the date of the prospectus. Refer to Instruction 7 to General Instruction I.B.6. Otherwise, please provide us your analysis demonstrating your eligibility to use Form S -3. Robert Forrester Verastem, Inc. April 7, 2017 Page 2 General 2. We note that you have a pending request for confidential treatment. Please be advised that we will not be in a position to declare your registration statement effective until we resolve any issues concerning the confidential treatment request. We remind you that the company and its management are responsible for the accu racy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to t he requested effective date of the registration statement. Please contact Dorrie Yale at 202 -551-8776 with any questions. Sincerely, /s/ Mary Beth Breslin for Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Marko Zatylny, Esq. — Ropes & Gray LL P