Verastem Oncology Announces Pricing of $85.0 Million Public Offering of Common Stock and Pre-Funded Warrants
16 Junho 2023 - 6:00AM
Business Wire
Verastem Oncology, (Nasdaq: VSTM), a biopharmaceutical company
committed to advancing new medicines for patients with cancer,
today announced the pricing of an underwritten public offering of
7,181,409 shares of its common stock at a price to the public of
$9.75 per share and, in lieu of common stock to certain investors,
pre-funded warrants to purchase up to an aggregate of 1,538,591
shares of its common stock at a price of $9.749 per pre-funded
warrant, which represents the per share public offering price for
the common stock less the $0.001 per share exercise price for each
such pre-funded warrant. In connection with the offering, Verastem
Oncology has granted the underwriters a 30-day option to purchase
up to an additional 1,308,000 shares of its common stock at the
public offering price, less underwriting discounts and commissions.
The gross proceeds from the offering, before deducting underwriting
discounts and commissions and other offering expenses payable by
Verastem Oncology, are expected to be approximately $85.0 million.
The offering is expected to close on June 21, 2023, subject to
customary conditions. All of the securities to be sold in the
offering are to be sold by Verastem Oncology.
RBC Capital Markets and Cantor are acting as joint book-running
managers and representatives of the underwriters for the offering.
BTIG is acting as lead manager for the offering. H.C. Wainwright
& Co. and A.G.P./Alliance Global Partners are acting as
co-managers for the offering.
Verastem Oncology intends to use the net proceeds from the
public offering for (i) continued research and development of its
product candidates (ii) potential launch of avutometinib and
defactinib in low-grade serous ovarian cancer, and (iii) working
capital and other general corporate purposes.
A shelf registration statement on Form S-3 relating to the
public offering of the securities described above was declared
effective by the Securities and Exchange Commission (the “SEC”) on
April 6, 2022. The offering is being made by means of a written
prospectus and prospectus supplement that form a part of the
registration statement. Before you invest, you should read the
preliminary prospectus supplement relating to and describing the
terms of the public offering, the accompanying base prospectus, and
the related registration statement and other documents that
Verastem Oncology has filed with the SEC for more complete
information about Verastem Oncology and the offering. An electronic
copy of the preliminary prospectus supplement and accompanying
prospectus relating to the offering is free and can be found by
visiting EDGAR on the SEC website at www.sec.gov. An electronic
copy of the final prospectus supplement and accompanying prospectus
relating to the offering will be available on the SEC website at
www.sec.gov or may be obtained, when available, by contacting RBC
Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey
Street, 8th Floor, New York, NY, 10281, or by telephone at (877)
822-4089 or by email at equityprospectus@rbccm.com or Cantor
Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue,
4th Floor, New York, NY, 10022, by email at
prospectus@cantor.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Verastem Oncology
Verastem Oncology (Nasdaq: VSTM) is a development-stage
biopharmaceutical company committed to the development and
commercialization of new medicines to improve the lives of patients
diagnosed with cancer. Our pipeline is focused on novel small
molecule drugs that inhibit critical signaling pathways in cancer
that promote cancer cell survival and tumor growth, including
RAF/MEK inhibition and focal adhesion kinase (FAK) inhibition.
Forward-looking statements:
Certain of the statements made in this press release, including
those relating to Verastem Oncology’s public offering, are
forward-looking statements. The words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “plan,” “predict,”
“project,” “target,” “potential,” “will,” “would,” “could,”
“should,” “continue,” “can,” “promising” and similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Each forward-looking statement is subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied in such statement. Applicable risks
and uncertainties include, without limitation: our ability to
successfully complete the offering on the timeline and with terms
and conditions satisfactory to us; the possible adverse impact on
the market price of our shares of common stock due to the dilutive
effect of the securities to be sold in the offering; capital market
risks; and the impact of general economic or industry conditions.
There can be no assurance that we will be able to complete the
public offering on the anticipated terms, or at all. You should not
place undue reliance on these forward-looking statements, which
apply only as of the date of this press release. Other risks and
uncertainties include those identified in Verastem Oncology’s
Annual Report on Form 10-K for the year ended December 31, 2022 as
filed with the SEC on March 14, 2023 and any subsequent SEC
filings, including the registration statement and prospectus
supplement related to the offering. The forward-looking statements
contained in this press release reflect Verastem Oncology’s views
as of the date of this release, and Verastem Oncology does not
undertake and specifically disclaims any obligation to update any
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20230615940696/en/
Investors: Dan Calkins +1 781-469-1694 dcalkins@verastem.com
Nate LiaBraaten +1 212-600-1902 nate@argotpartners.com
Media: Lisa Buffington +1 (781) 292-4205
lbuffington@verastem.com
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