SecProbe.io

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 August 13, 2025

Daniel W. Paterson
Chief Executive Officer
Verastem, Inc.
117 Kendrick Street, Suite 500
Needham, Massachusetts 02494

 Re: Verastem, Inc.
 Registration Statement on Form S-3
 Filed August 8, 2025
 File No. 333-289399
Dear Daniel W. Paterson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Thomas Danielski, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 VERASTEM, INC.

 117 Kendrick Street, Suite 500

 Needham, Massachusetts 02494

 (781) 292-4200

 August 13, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 RE:
 Verastem, Inc.

 Registration Statement on Form S-3 (File No. 333-289399)

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Verastem, Inc., a Delaware corporation (the " Company "), hereby respectfully
requests that the effective date of its Registration Statement on Form S-3 (File No. 333-289399) (the " Registration
Statement ") be accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST
on August 15, 2025, or as soon as possible thereafter. The Company hereby authorizes Thomas Danielski of Ropes & Gray LLP,
counsel to the Company, to orally modify or withdraw this request for acceleration.

 It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Thomas Danielski of Ropes & Gray LLP at Thomas.Danielski@ropesgray.com
or (617) 235-4961.

 Very truly yours,

 VERASTEM, INC.

 By:
 /s/ Daniel Paterson

 Daniel Paterson

 President and Chief Executive Officer

CORRESP
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 VERASTEM, INC.

 117 Kendrick Street, Suite 500

 Needham, Massachusetts 02494

 (781) 292-4200

 May 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 RE:
 Verastem, Inc.

 Registration Statement on Form S-3 (File No. 333-287235)

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Verastem, Inc., a Delaware corporation (the " Company "), hereby respectfully requests that
the effective date of its Registration Statement on Form S-3 (File No. 333-287235) (the " Registration Statement ") be
accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST on May 20, 2025, or as soon
as possible thereafter. The Company hereby authorizes Thomas Danielski of Ropes & Gray LLP, counsel to the Company, to orally modify
or withdraw this request for acceleration.

 It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Thomas Danielski of Ropes & Gray LLP at Thomas.Danielski@ropesgray.com or
(617) 235-4961.

 Very truly yours,

 VERASTEM, INC.

 By:
 /s/ Daniel Paterson

 Daniel Paterson
 President and Chief Executive Officer

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<TEXT>
 May 16, 2025

Daniel W. Paterson
Chief Executive Officer
Verastem, Inc.
117 Kendrick Street, Suite 500
Needham, Massachusetts 02494

 Re: Verastem, Inc.
 Registration Statement on Form S-3
 Filed May 13, 2025
 File No. 333-287235
Dear Daniel W. Paterson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Thomas Danielski
</TEXT>
</DOCUMENT>

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<TEXT>
 March 26, 2025

Daniel Paterson
Chief Executive Officer
Verastem, Inc.
117 Kendrick Street, Suite 500
Needham, MA 02494

 Re: Verastem, Inc.
 Registration Statement on Form S-3
 Filed March 20, 2025
 File No. 333-285972
Dear Daniel Paterson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Thomas Danielski
</TEXT>
</DOCUMENT>

CORRESP
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 VERASTEM, INC.

 117 Kendrick Street, Suite 500

 Needham, Massachusetts 02494

 (781) 292-4200

 March 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 RE:
 Verastem, Inc.

 Registration Statement on Form S-3 (File No. 333-285972)

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Verastem, Inc., a Delaware corporation (the " Company "), hereby respectfully requests that
the effective date of its Registration Statement on Form S-3 (File No. 333-285972) (the " Registration Statement ") be
accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST on March 28, 2025, or as
soon as possible thereafter. The Company hereby authorizes Thomas Danielski of Ropes & Gray LLP, counsel to the Company, to orally
modify or withdraw this request for acceleration.

 It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Thomas Danielski of Ropes & Gray LLP at Thomas.Danielski@ropesgray.com or
(617) 235-4961.

 Very truly yours,

 VERASTEM, INC.

 By:
 /s/ Daniel Paterson

 Daniel Paterson

 President and Chief Executive Officer

CORRESP
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VERASTEM, INC.

117 Kendrick Street, Suite 500

Needham, Massachusetts 02494

(781) 292-4200

November 16, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    RE:
    Verastem, Inc.

    Registration Statement on Form S-3 (File No. 333-275408)

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Verastem, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that
the effective date of its Registration Statement on Form S-3 (File No. 333-275408) (the “Registration Statement”) be
accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST on November 20, 2023, or
as soon as possible thereafter. The Company hereby authorizes Marko S. Zatylny of Ropes & Gray LLP, counsel to the Company, to orally
modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Marko S. Zatylny of Ropes & Gray LLP at marko.zatylny@ropesgray.com or (617)
951-7980.

    Very truly yours,

    VERASTEM, INC.

    By:
    /s/ Daniel Paterson

    Daniel Paterson

    President and Chief Executive Officer

United States securities and exchange commission logo
November 14, 2023
Daniel Paterson
Chief Executive Officer
Verastem, Inc.
117 Kendrick Street, Suite 500
Needham, MA 02494
Re:Verastem, Inc.
Registration Statement on Form S-3
Filed November 8, 2023
File No. 333-275408
Dear Daniel Paterson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marko S. Zatylny

CORRESP
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VERASTEM, INC.

117 Kendrick Street, Suite 500

Needham, Massachusetts 02494

(781) 292-4200

April 21, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    RE:
    Verastem, Inc.

    Registration Statement on Form S-3 (File No. 333-270794)

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Verastem, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that
the effective date of its Registration Statement on Form S-3 (File No. 333-270794) (the “Registration Statement”) be
accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST on April 24, 2023, or as
soon as possible thereafter. The Company hereby authorizes Thomas Danielski of Ropes & Gray LLP, counsel to the Company, to orally
modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Thomas Danielski of Ropes & Gray LLP at Thomas.danielski@ropesgray.com or
(617) 235-4961.

    Very truly yours,

    VERASTEM, INC.

    By:
    /s/ Daniel Calkins

    Daniel Calkins

    Vice President of Finance

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.)

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

United States securities and exchange commission logo
July 13, 2022
Robert Gagnon
Chief Business and Financial Officer
Verastem, Inc.
117 Kendrick Street
Suite 500
Needham, MA 02494
Re:Verastem, Inc.
Form 10-K
For the Year Ended 12/31/2021
File No. 001-35403
Dear Mr. Gagnon:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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VERASTEM, INC.

117 Kendrick Street, Suite 500

Needham, Massachusetts 02494

(781) 292-4200

July 6, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Christine Torney; Kevin Vaughn

    RE:
    Verastem, Inc.

    Form 10-K for the fiscal year ended December 31, 2021

    Filed March 28, 2022

    File No. 001-35403

Dear Ms. Torney and Mr. Vaughn:

This letter sets forth the responses of Verastem, Inc.
(the “Company”) to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission regarding the Company’s Form 10-K for the fiscal year ended December 31, 2021 filed
on March 28, 2022, contained in your letter dated June 29, 2022.

For convenience of reference, the comments contained in your June 29,
2022 letter are reprinted below in italics, numbered to correspond with the paragraph number assigned in the letter, and is followed by
the response of the Company.

Form 10-K for the Year Ended December 31, 2021

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Financial Operations Overview

Research and Development Expenses, page 66

 1. As research and development is a significant part of your business, please provide the following information with a view toward
disclosure in your future filings:

 - How you track and account for research and development expenses, including both direct and indirect expenses;

 - The cost incurred for each period presented for VS-6766 + Defactinib projects segregated from the VS-6766 + Other Combinations
projects; and

 - If you do not track research and development expenses by product, explain why you are no longer able to do so and provide a breakdown
of research and development expenses by nature of expense in future filings.

Response:

In response to the Staff’s comment, the Company will include
disclosure in future filings consistent with the following:

Research and Development Expenses

Research and development expenses include product/
product candidate and/or project-specific costs, as well as unallocated costs. We allocate the expenses related to external research and
development services, such as contract research organizations (CROs), clinical sites, manufacturing organizations and consultants, by
project and/or product candidate. We use our employee and infrastructure resources in a cross-functional manner across multiple research
and development projects. Our project costing methodology does not allocate personnel, infrastructure and other indirect costs to specific
clinical programs or projects.

Product/ product candidate/ project specific costs
include:

 · direct third-party costs, which include expenses incurred under agreements with CROs, the cost of consultants
who assist with the development of the Company’s product candidates on a program-specific basis, clinical site costs, and any other
third-party expenses directly attributable to the development of the product candidates;

 · costs related to contract manufacturing operations including manufacturing costs in connection with producing
product candidates for use in conducting preclinical and clinical studies. Costs associated with manufacturing VS-6766 are included in
 “VS-6766 manufacturing and non-clinical trial specific” category below as these costs relate to both the “VS-6766 +
defactinib” and “VS-6766 + other combinations” categories and are not specifically allocated to any particular project.
Costs to produce defactinib are included in “VS-6766 + defactinib” below; and

 · license fees.

Unallocated costs include:

 · research and development employee-related expenses, including salaries, benefits, travel, and stock-based
compensation expense;

 · cost of consultants, including our scientific advisory board, who assist with our research and development
but are not allocated to a specific program; and

 · facilities, depreciation, and other allocated expenses, which include direct and allocated expenses for
rent and maintenance of facilities, depreciation of equipment, and laboratory supplies.

The table below summarizes our direct research
and development expenses for our product/ product candidates/ projects and our unallocated research and development costs for the years
ended December 31, 2021, 2020, and 2019:

    Year ended December 31,

    2021
    2020
    2019

    (in thousands)
    (in thousands)
    (in thousands)

    Product/ product candidate / project specific costs

    VS-6766 + defactinib
    $ 17,025
    $ 6,199
    $ 1,823

    VS-6766 + other combinations
      416
      —
      —

    VS-6766 manufacturing and non-clinical trial specific
      5,441
      5,874
      —

    COPIKTRA
      1,194
      13,454
      25,518

    Unallocated Costs

    Personnel costs, excluding stock-based compensation
      9,953
      8,937
      11,329

    Stock-based compensation expense
      2,099
      1,935
      1,501

    Other unallocated expenses
      3,219
      4,977
      5,607

    Total research and development expense
    $ 39,347
    $ 41,376
    $ 45,778

The research and development expense in 2021 related
to COPIKTRA primarily relates to COVID-19 investigator sponsored trials which were not part of the sale of COPIKTRA to Secura Bio, Inc.
(“Secura”) and certain costs that were incurred in conjunction with providing transition services to Secura under the transition
services agreement.

*	     *	     *	     *	     *

Please feel free to contact me at (508) 494-1275 or
rgagnon@verastem.com with any questions regarding the Company’s responses to the Staff’s comments or if you require further
information.

    Very truly yours,

    VERASTEM, INC.

    By:
    /s/ Robert Gagnon

    Robert Gagnon

    Chief Business and Financial Officer

United States securities and exchange commission logo
June 29, 2022
Robert Gagnon
Chief Business and Financial Officer
Verastem, Inc.
117 Kendrick Street
Suite 500
Needham, MA 02494
Re:Verastem, Inc.
Form 10-K
For the Year Ended 12/31/2021
File No. 001-35403
Dear Mr. Gagnon:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Operations Overview
Research and Development Expenses, page 66
1.As research and development is a significant part of your business, please provide the
following information with a view toward disclosure in your future filings:
- How you track and account for research and development expenses, including both
direct and indirect expenses;
- The cost incurred for each period presented for VS-6766 + Defactinib
projects segregated from the VS-6766 + Other Combinations projects; and
- If you do not track research and development expenses by product, explain why you are
no longer able to do so and provide a breakdown of research and development expenses
by nature of expense in future filings.

 FirstName LastNameRobert Gagnon
 Comapany NameVerastem, Inc.
 June 29, 2022 Page 2
 FirstName LastName
Robert Gagnon
Verastem, Inc.
June 29, 2022
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Christine Torney at 202-551-3652 or Kevin Vaughn at 202-551-
3494 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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VERASTEM, INC.

117 Kendrick Street, Suite 500

Needham, Massachusetts 02494

(781) 292-4200

April 14, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

RE:

Verastem, Inc.

Registration Statement on Form S-3 (File No. 333-237332)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Verastem, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date of its Registration Statement on Form S-3 (File No. 333-237332) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST on April 16, 2020, or as soon as possible thereafter. The Company hereby authorizes Thomas Danielski of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Thomas Danielski of Ropes & Gray LLP at Thomas.danielski@ropesgray.com or (617) 235-4961.

Very truly yours,

VERASTEM, INC.

By:

/s/ Robert Gagnon

Robert Gagnon

Chief Business and   Financial Officer

March 30, 2020
Brian M. Stuglik
Chief Executive Officer
Verastem, Inc.
117 Kendrick Street, Suite 500
Needham, MA 02494
Re:Verastem, Inc.
Registration Statement on Form S-1
Filed March 23, 2020
File No. 333-237332
Dear Mr. Stuglik:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas J. Danielski, Esq.

CORRESP
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VERASTEM, INC.

117 Kendrick Street, Suite 500

Needham, Massachusetts 02494

(781) 292-4200

August 1, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

RE:

Verastem, Inc.

Registration Statement on Form S-3 (File No. 333-226322)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Verastem, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date of its Registration Statement on Form S-3 (File No. 333-226322) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST on August 3, 2018, or as soon as possible thereafter. The Company hereby authorizes Marko Zatylny of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Marko Zatylny of Ropes & Gray LLP at marko.zatylny@ropesgray.com or (617) 951-7980.

Very truly yours,

VERASTEM, INC.

By:

/s/ Sean Flynn

Sean Flynn

Secretary, Vice President and General Counsel

July 31, 2018
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 July 24, 2018
File No. 333-226322
Dear Mr. Forrester:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Thomas J. Danielski, Esq.

CORRESP
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VERASTEM, INC.

117 Kendrick St., Suite 500

Needham, Massachusetts 02494

April 20, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:        Suzanne Hayes

Re:                        Verastem, Inc.
 Registration Statement on Form S-3 (File No. 333-217048)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Verastem, Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date of its Registration Statement on Form S-3 (File No. 333-217048) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission (the “Commission”) so that it will be declared effective on April 24, 2017 or as soon as possible thereafter. The Company hereby authorizes Marko Zatylny of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company hereby acknowledges the position of the staff of the Commission (the “Staff”):

(i)           should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)          the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)         the Company may not assert Staff comments and the declaration of effectiveness of the Registration statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

117 Kendrick Street   | Suite 500      Needham, MA   | 02494   |   P: (781) 292-4200     F: (617) 812-0059    | www.verastem.com

U.S. Securities and Exchange Commission

Page 2

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Marko Zatylny of Ropes & Gray LLP at marko.zatylny@ropesgray.com or (617) 951-7980.

Sincerely,

VERASTEM, INC.

By:

/s/ Robert Forrester

Name:

Robert Forrester

Title:

President and Chief Executive Officer

cc:        Dorrie Yale, U.S. Securities and Exchange Commission

117 Kendrick Street   | Suite 500      Needham, MA   | 02494   |   P: (781) 292-4200     F: (617) 812-0059    | www.verastem.com

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April 12, 2017

VIA EDGAR

Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

Attention:                                         Dorrie Yale

Suzanne Hayes

Re:                                                                             Verastem, Inc.
 Registration Statement on Form S-3, filed March 30, 2017
 File No. 333-217048

Ladies and Gentlemen:

On behalf of Verastem, Inc. (the “Company”), we submit via EDGAR this letter in response to the written comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”), dated April 7, 2017 (the “Comment Letter”), with regard to the Company’s above-referenced Registration Statement on Form S-3 (the “Registration Statement”).  For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter in italics followed by the response of the Company.

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 aggregate 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.

Response:

The Company advises the Staff that it meets the public float requirements set forth in General Instruction I.B.1 of Form S-3. General Instruction I.B.1 requires the aggregate market value of the voting and non-voting common equity held by non-affiliates of a company to be at least $75 million.

117 Kendrick Street  |  Suite 500  |  Needham, MA  |  02494  |  P: (781) 292-4200  |  F: (617) 812-0059  |  www.verastem.com

The instruction to General Instruction I.B.1 states that the computation of the aggregate market value of the voting and non-voting common equity held by non-affiliates of a company shall be computed using the price at which the common equity was last sold, or the average of the bid and asked prices of such common equity, in the principal market for such common equity as of a date within 60 days prior to the date of filing.

The Company filed the Registration Statement on March 30, 2017. As of March 30, 2017, there were 36,992,418 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), outstanding, which is the only class of common equity of the Company currently outstanding. As of such date, the closing per share sales price of the Common Stock on the NASDAQ Global Market (the principal market for the Common Stock) was $2.21, as reported by The Wall Street Journal. Accordingly, the aggregate market value of the Company’s outstanding voting and non-voting common equity as of March 30, 2017 was approximately $81,753,243.

In addition, as of March 30, 2017, the Company’s directors and executive officers held an aggregate of 369,430 shares of Common Stock, including restricted stock. Other than the Company’s directors and executive officers, the Company is not aware of any other potential affiliates that hold Common Stock. Accordingly, based on the foregoing, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company as of March 30, 2017 (a date within 60 days prior to the filing of the Registration Statement) is at least as follows:

Aggregate Market Value   of Outstanding Common Equity (36,992,418 * $2.21)

$

81,753,243

Minus   Aggregate Market Value of Common Equity Held by Affiliates (369,430 * $2.21)

$

816,440

Aggregate   Market Value of Common Equity Held by Non-Affiliates

$

80,936,803

Based on the foregoing calculations and other information, the aggregate market value of the Company’s outstanding voting and non-voting common equity held by non-affiliates was greater than $75 million as of March 30, 2017.  The Company is therefore not relying on General Instruction I.B.6 of Form S-3 and is eligible to use Form S-3 in accordance with General Instruction I.B.1.

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.

Response:

The Company acknowledges the Staff’s comment that the Staff will not be in a position to declare the Company’s Registration Statement effective until any issues concerning the confidential treatment request are resolved.

We hope that the foregoing has been responsive to the Staff’s comments.  If you have any questions or comments about this letter or need any further information, please call the undersigned at (781) 292-4213.

Very truly yours,

/s/ Joseph Chiapponi

Joseph Chiapponi

cc:

Robert Forrester (Verastem, Inc.)

Marko   Zatylny (Ropes & Gray LLP)

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

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Verastem, Inc.

215 First Street, Suite 440

Cambridge, MA 02142

January 24,   2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Re:                               Verastem, Inc.

Registration Statement on Form S-1

File No. 333-177677

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Verastem, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-177677), as amended (the “Registration Statement”), so that it may become effective at 4:30 p.m. Eastern time on January 26, 2012, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)                                     should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)                                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)                               the Registrant may not assert staff comments and the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Remainder of Page Intentionally Left Blank]

Very   truly yours,

VERASTEM, INC.

By:

/s/   Paul Brannelly

Name:   Paul Brannelly

Title:   Vice President of Finance, Secretary and Treasurer

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January 24, 2012

Securities and Exchange Commission
 100 “F” Street, N.E.
 Washington, D.C.  20549

Re:

Verastem, Inc.

Filed on Form S-1

Registration No. 333- 177677

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between January 17, 2012 and the date hereof 4,379 copies of the Preliminary Prospectus dated January 13, 2012 were distributed as follows: 50 to 50 prospective underwriters; 1,744 to 1,744 institutional investors; 233 to 2 prospective dealers; 1,352 to 1,352 individuals and 1,000 to 1,000 others.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

We were advised on January 24, 2012 by the Corporate Finance Department of the Financial Industry Regulatory Authority that it has reviewed the above-captioned Registration Statement and that it has determined to raise no objections with the respect to the fairness of the terms and arrangements of the offering.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:30 p.m. on January 26, 2012 or as soon thereafter as practicable.

Very truly yours,

UBS SECURITIES LLC

LEERINK SWANN LLC

as representatives of the several   Underwriters

By:

/s/ Joseph Ferra

(UBS Securities LLC)

By:

/s/ Darshan Prabhu

(UBS Securities LLC)

December 19, 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/A
  Filed December 7, 2011
  File No . 333-177677

Dear Dr. Westphal:

We have reviewed your December 7, 2011 ame ndment and letter filed in response to our
November 30, 2011 comment letter and have the follo wing additional 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 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.
 Dilution, page 45

1. Please tell us why it is appropriate to use th e common shares outstanding and the unvested
common stock that remain subject to repurchase in your dilution table as  opposed to just the
common shares that are outstanding.  Please cite  for us any specific reference in ASC Topic
718 that allows you to include unvested common stock that rema ins subject to repurchase as
common stock outstanding.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
50
 Stock Based Compensation, page 50

2. We acknowledge your response to comment 14.  Please tell us why you selected the eight
representative companies for estimating the vola tility used to determine the value of your

Christoph Westphal, M.D., Ph.D.
Verastem, Inc. December 19, 2011 Page 2
 company.  Please describe the similarities between your company a nd the representative
companies, such that using their historical vol atility factor would produ ce the best estimate of
your valuation.  Additionally, please tell us w hy different representative companies were
used to determine your volatility factor in the notes to the fina ncial statements for your stock-
based compensation.

Financial Statements, page F-3

 Note 6 – Common Stock, page F-15

 3. We acknowledge your response and revisions fo r comment 21.  Please revise the estimated
volatility in your stock based compensation calcula tion such that the hist orical volatility of a
truly representative group of co mpanies is used, with similar characteristics, preclinical stage
of product development and therapeutic focus.   We reviewed the business and financial
statements disclosures of your representative  group of public companies and do not believe
that the companies used to determine your vola tility have similar char acteristics, including
their stage of product development and therap eutic focus.  Some of the companies are
generating revenue, others have a significantl y different market capitalization compared to
your current valuation, some have product candida tes in clinical development, some have
products on the market and others have a ne w drug application under review by the Food and
Drug Administration.  These are not companies that  have similar characteristics or start-ups
in an early stage of product development as you id entify yourself to be in  your risk factors or
throughout your financial statements.  In additio n, we identified some companies out of the
seven companies used in your sample that have  similar characteristics and are in a similar
preclinical stage of product development but do not have a similar therapeutic focus.
 Note 10.  License Agreements, page F-21

4. We acknowledge your response to comment 22 th at the remaining license agreements are
individually not material to th e Company.  We would expect th at disclosure of individual
activity that is not material to the company w ould not be reported in the Company’s financial
statements.  Since these agreements are include d in your financial stat ements, please revise
your disclosures to discuss the annual main tenance fees, upfront fees and milestones
payments that could be made cumulatively for all of the remaining license agreements. With
regards to the annual maintenance fee for the Whitehead Institute for Biomedical Research
agreement, consistent with your response, please disclose that this amount is not material to
the financial statements.  Alternatively, please tell us why this activity is significant for
disclosure to investors but not material enough to quantify for investors.
 Note 12.  Subsequent Events, page F-22

5. We note your agreement with Poniard for th e issuance of 500,000 warrants to purchase your
common stock for cash or on a cashless basis.   Please tell us how you will account for the
warrants and cite for us the authoritativ e accounting literature  that you relied upon.

Christoph Westphal, M.D., Ph.D.
Verastem, Inc. December 19, 2011 Page 3
 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.
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/ Jeffrey P. Riedler
Jeffrey P. Riedler Assistant Director
cc: Brian A. Johnson (Wilmer Cutler Pickering Hale and Dorr LLP)

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FOIA   Confidential Treatment Request

The   entity requesting confidential treatment is

Verastem, Inc.

215   First Street, Suite 440

Cambridge,   MA 02142

Attn:   Robert Forrester

Chief   Operating Officer

617-252-9300

December 8, 2011

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Jeffrey P. Riedler

Re:

Verastem, Inc.

Registration   Statement on Form S-1

File   Number 333-177677

Ladies and Gentlemen:

On behalf of Verastem, Inc. (the “Company”), set forth below is additional information to supplement the Company’s prior response to comment 15 contained in the letter dated November 30, 2011 from Jeffrey P. Riedler of the Staff (the “Staff”) of the Securities and Exchange Commission to Christoph Westphal, M.D., Ph.D., the Company’s Chief Executive Officer, with respect to the Registration Statement referenced above.  The supplemental response set forth below is based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company.

On behalf of the Company, we advise you as follows:

15.                                 We will evaluate the valuations of your common stock and option issuances when an IPO price has been determined.

Rule 83 Confidential Treatment Request by Verastem, Inc.

Request #1

Response:                                        To provide additional context and further information for the Staff’s consideration, the Company supplementally advises the Staff that the

Company currently anticipates that the price range for this offering will be within the range of $[**] to $[**] per share (before giving effect to a reverse stock split that the Company plans to implement prior to effectiveness of the Registration Statement).  This indicative price range is based on a number of factors, including the Company’s prospects and the history of and prospects for the Company’s industry, the general condition of the securities markets, the recent market prices of, and the demand for, publicly-traded common stock of generally comparable companies and preliminary discussions with the underwriters regarding potential valuations of the Company.  The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control.  However, the Company believes that the foregoing indicative price range will not be subject to significant change.

Verastem, Inc. respectfully requests that the information contained in the response be treated as confidential information and that the Commission provide timely notice to Robert Forrester, Chief Operating Officer, Verastem, Inc., 215 First Street, Suite 440, Cambridge, MA 02142, before it permits any disclosure of the bracketed information in Request #1 (Response No. 15).

Once the estimated price range for this offering has been determined, the Company will reflect in a subsequent amendment to the Registration Statement an additional list of significant factors contributing to any difference between the most recent common stock valuation and the midpoint of the estimated price range for this offering.  The Company expects that such disclosure would be generally consistent with the following currently contemplated disclosure:

“On                         , we and our underwriters determined the estimated price range for this offering, as set forth on the cover page of this prospectus. The midpoint of the price range is $       per share.  In comparison, our estimate of the fair value of our common stock was $1.52 per share as of September 30, 2011.  We note that, as is typical in IPOs, the estimated price range for this offering was not derived using a formal determination of fair value, but was determined by negotiation between us and the underwriters. Among the factors that were considered in setting this range were our prospects and the history of and prospects for our industry, the general condition of the securities markets and the recent market prices of, and the demand for, publicly-traded common stock of generally comparable companies. Specifically, we believe that the difference between the fair value of our common stock as of September

2

30, 2011 and the midpoint of the estimated price range for this offering is primarily the result of the following factors:

·                  in November 2011, we sold 9.1 million shares of series C preferred stock at $2.25 per share for an aggregate purchase price of $20.4 million;

·                  in November 2011, we acquired the exclusive, worldwide license to develop, make, use and sell compounds and products covered by the licensed patent rights from Poniard Pharmaceuticals, Inc., including VS-4718 and VS 5095;

·                  we filed a registration statement with the Securities and Exchange Commission and are preparing to launch a roadshow for this offering;

·                  upon the closing of this offering, all outstanding shares of our preferred stock will convert into common stock, thus eliminating the superior rights and preferences of our preferred stock as compared to our common stock; and

·                  we initiated IND-enabling toxicology studies for VS-507 and progressed the preclinical development of VS-4718 and VS-5095.

*              *              *

If you have any further questions or comments, or if you require any additional information, please contact the undersigned by telephone at (212) 937-7206 or facsimile at (212) 230-8888.  Thank you for your assistance.

Very   truly yours,

/s/   Brian. A. Johnson

Brian   A. Johnson

3

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)