Verastem Oncology Announces Conversion of Senior Notes Eliminating Substantially All Outstanding Debt

Verastem Oncology (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patients battling cancer, today announced that it has converted all of the $28.0 million aggregate principal of the Company’s 2020 5.00% Convertible Senior Notes due 2048 (the 2020 Notes) in exchange for approximately 8.6 million shares of the Company’s common stock, based on the Company’s existing Mandatory Conversion right. This transaction, which eliminates substantially all of the Company’s outstanding debt, preserves approximately $31.2 million in cash, including $3.2 million in future interest payments that would have been payable through November 1, 2023.

Robert Gagnon, Chief Financial Officer of Verastem Oncology, commented: “This conversion of our 2020 Notes eliminates substantially all outstanding debt and provides us with greater financial flexibility, all while reducing future cash needs for interest payments and to repay the notes at maturity. We now enter the second half of 2021 with a stronger balance sheet and believe we are well positioned to execute on our corporate objectives, including the advancement of VS-6766 and defactinib through registration-directed Phase 2 clinical trials in low-grade serous ovarian cancer (LGSOC) and KRAS G12V-mutant non-small cell lung cancer (NSCLC).”

On November 6, 2020, the Company entered into a privately negotiated agreement with an investor who held the Company’s 2018 5.00% Convertible Senior Notes due 2048 (the 2018 Notes), and exchanged approximately $28.0 million aggregate principal amount of the 2018 Notes for approximately $28.0 million aggregate principal amount of newly issued 2020 Notes. Under the terms of the 2020 Notes, Verastem became eligible to exercise its right to cause all outstanding 2020 Notes to be converted automatically because the daily volume weighted average price (VWAP) per share of the Company’s common stock was equal to or exceeded 123.08% of the conversion price on each of at least 20 VWAP trading days during a 30 consecutive VWAP trading day period. The conversion rate for the 2020 Notes was 307.6923 shares of the Company’s common stock per $1,000 principal amount of the 2020 Notes, which is equivalent to a conversion price of approximately $3.25 per share, representing an approximately 153.9% premium to the sale price of $1.28 per share of the Company’s common stock on November 5, 2020.