Correspondence 0001104659-23-046715 from Verastem, Inc. (VSTM)
Verastem, Inc.
Date: April 18, 2023 · CIK: 0001526119 · Accession: 0001104659-23-046715
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File numbers found in text: 333-270794
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CORRESP
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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.)