SEC Comment Letter 0000000000-23-003284 to Verastem, Inc. (VSTM)
Verastem, Inc.
Date: March 31, 2023 · CIK: 0001526119 · Accession: 0000000000-23-003284
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-270794
Letter
United States securities and exchange commission logo March 31, 2023 Brian Stuglik Chief Executive Officer Verastem, Inc. 117 Kendrick Street, Suite 500 Needham, MA 02494 Re:Verastem, Inc. Registration Statement on Form S-3 Filed March 23, 2023 File No. 333-270794 Dear Brian Stuglik: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Registration Statement on Form S-3 filed March 23, 2023 General 1.Question 139.11 of our Securities Act Sections Compliance and Disclosure Interpretations details the circumstances under which the issuance of a convertible security meets the conditions under which a company may file a registration statement for the resale of privately placed securities before their actual issuance and states that closing conditions relating to the market price of the company’s securities are unacceptable conditions. Here, in relation to the second tranche of shares to be registered we note a closing condition relating to the shares' market price. Please provide us with a detailed analysis to support your conclusion that registration of the second tranche is appropriate at this time. We remind you that the company and its management are responsible for the accuracy
FirstName LastNameBrian Stuglik Comapany NameVerastem, Inc. March 31, 2023 Page 2 FirstName LastName Brian Stuglik Verastem, Inc. March 31, 2023 Page 2 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 the requested effective date of the registration statement. Please contact Jason Drory at 202-551-8342 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Thomas J. Danielski
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United States securities and exchange commission logo
March 31, 2023
Brian Stuglik
Chief Executive Officer
Verastem, Inc.
117 Kendrick Street, Suite 500
Needham, MA 02494
Re:Verastem, Inc.
Registration Statement on Form S-3
Filed March 23, 2023
File No. 333-270794
Dear Brian Stuglik:
We have limited our review of your registration statement to those issues we have
addressed in our comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Registration Statement on Form S-3 filed March 23, 2023
General
1.Question 139.11 of our Securities Act Sections Compliance and Disclosure Interpretations
details the circumstances under which the issuance of a convertible security meets the
conditions under which a company may file a registration statement for the resale of
privately placed securities before their actual issuance and states that closing conditions
relating to the market price of the company’s securities are unacceptable conditions. Here,
in relation to the second tranche of shares to be registered we note a closing condition
relating to the shares' market price. Please provide us with a detailed analysis to support
your conclusion that registration of the second tranche is appropriate at this time.
We remind you that the company and its management are responsible for the accuracy
FirstName LastNameBrian Stuglik
Comapany NameVerastem, Inc.
March 31, 2023 Page 2
FirstName LastName
Brian Stuglik
Verastem, Inc.
March 31, 2023
Page 2
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 the requested effective date of the registration
statement.
Please contact Jason Drory at 202-551-8342 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Thomas J. Danielski