Verastem Oncology Announces Reverse Stock Split

Verastem Oncology, (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patients with cancer, today announced that it will effect a 1-for-12 reverse stock split of its issued and outstanding common stock. Verastem’s stockholders approved an amendment to Verastem’s Restated Certificate of Incorporation (as amended, the “Amended Charter”) to effect the reverse stock split at Verastem’s Annual Meeting of Stockholders held on May 15, 2023. The reverse stock split is intended to increase the per share trading price of the Verastem’s common stock to ensure Verastem will satisfy the price requirement for continued listing on the Nasdaq Global Market, and potentially attract a broader range of investors. Pursuant to the Amended Charter, the reverse stock split will become effective at 5:00 p.m. Eastern Time on May 31, 2023 (the “Effective Time”) and the Company expects that its common stock will open for trading on June 1, 2023 on the Nasdaq Capital Market on a split-adjusted basis under the Company’s existing trading symbol “VSTM”. As a result of the reverse stock split, the CUSIP number for the Company’s common stock will now be 92337C203.

Upon effectiveness of the reverse stock split, every 12 shares of Verastem’s issued and outstanding common stock will automatically be converted into one share of common stock at the Effective Time. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split results in some stockholders receiving cash in lieu of fractional shares. No fractional shares will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to a fractional share will receive a cash payment equal to the closing price of our common stock as reported on the Nasdaq Capital Market on May 30, 2023, as adjusted by the reverse stock split ratio of 1-for-12, multiplied by the applicable fraction of a share to which the stockholder would otherwise be entitled. The reverse stock split will reduce the number of shares of outstanding common stock from approximately 200,872,633 shares to approximately 16,739,386 shares. Proportional adjustments will be made to the number of shares of common stock issuable upon exercise of Verastem’s outstanding stock options, restricted stock units, and preferred stock, as well as the applicable exercise price. The par value of Verastem’s common stock will remain unchanged at $0.0001 per share after the reverse stock split. There will be no change in the authorized number of shares of the Company’s common stock or preferred stock after the reverse stock split.