SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001104659-23-046715 from Verastem, Inc. (VSTM)

Verastem, Inc.
Date: April 18, 2023 · CIK: 0001526119 · Accession: 0001104659-23-046715

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-270794

Date
April 18, 2023
Author
/s/ Thomas J. Danielski
Form
CORRESP
Company
Verastem, Inc.

Letter

VIA EDGAR Division of Corporation Finance Attention: Mr. Jason L. Drory Re: Verastem, Inc. Registration Statement on Form S-3 Filed March 23, 2023 File No. 333-270794

Dear Mr. Drory and Ms. Crotty:

We are submitting this letter on behalf of Verastem, Inc. (the “Company”) in response to the written comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated March 31, 2023, with regards to the Company’s Registration Statement on Form S-3 filed with the Commission on March 23, 2023 (the “Registration Statement”). In addition, in connection with this letter response, we hereby transmit via EDGAR for filing with the Commission Amendment No. 1 (“Amendment No. 1”) to the Registration Statement. The Registration Statement has been revised in response to the Staff’s comments.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.

Registration Statement on Form S-3 filed March 23, 2023

General

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.

Response to Comment 1:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that in Amendment No. 1 to the Registration Statement it has removed any reference to the up to 944,160 shares of the Company’s Series B convertible preferred stock (the “Second Tranche Shares”) that may be issued pursuant to the Securities Purchase Agreement, dated as of January 24, 2023, among the Company and the purchasers party thereto, as well as any reference to the common stock that would be issuable upon conversion of the Second Tranche Shares.

* * *

Please do not hesitate to contact me at (617) 235-4961 if you have any questions.

Sincerely,
/s/ Thomas J. Danielski

Show Raw Text
CORRESP
1
filename1.htm

April 18, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jason L. Drory

  Ms. Laura Crotty

Re: Verastem, Inc.

  Registration Statement on Form S-3

  Filed March 23, 2023

  File No. 333-270794

Dear Mr. Drory and Ms. Crotty:

We are submitting this letter on behalf of Verastem, Inc.
(the “Company”) in response to the written comment of the staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated March 31,
2023, with regards to the Company’s Registration Statement on Form S-3 filed with the Commission on March 23, 2023 (the
 “Registration Statement”). In addition, in connection with this letter response, we hereby transmit via EDGAR
for filing with the Commission Amendment No. 1 (“Amendment No. 1”) to the Registration Statement.
The Registration Statement has been revised in response to the Staff’s comments.

For the Staff’s convenience, the text of
the Staff’s comment is set forth below in bold, followed by the Company’s response.

Registration Statement on Form S-3 filed March 23, 2023

General

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.

Response to Comment 1:

The Company respectfully acknowledges the Staff’s comment and
advises the Staff that in Amendment No. 1 to the Registration Statement it has removed any reference to the up to 944,160 shares
of the Company’s Series B convertible preferred stock (the “Second Tranche Shares”) that may be issued
pursuant to the Securities Purchase Agreement, dated as of January 24, 2023, among the Company and the purchasers party thereto,
as well as any reference to the common stock that would be issuable upon conversion of the Second Tranche Shares.

*           *           *

Please do not hesitate to contact me at (617) 235-4961
if you have any questions.

   Sincerely,

    /s/ Thomas J. Danielski

    Thomas J. Danielski

cc: Brian Stuglik (Verastem, Inc.)