Verastem exchanges 10M common shares for 1M Series A convertible preferred shares with BVF

Verastem, Inc.

Exchange of 10M common shares for 1M Series A convertible preferred (convertible 10:1, $3.90 stated value).
Preferred has no voting rights; conversion blocker initially at 9.99%, can increase to 19.99%.
Transaction exempt under Section 3(a)(9); expected to close November 9, 2022.
Post-exchange: 200,090,850 common shares outstanding; preferred convertible into 10M common shares.
Holders included Biotechnology Value Fund entities (542,300; 382,900; 53,500; 21,300 preferred shares respectively).

item 3.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.7

Verastem, Inc.: Establishment of Series D Preferred Stock through Certificate of Designation.

Change: charter amendment

Exact text from the filing

e does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as an exhibit to this Report and is incorporated by reference herein. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained above in Item 3.02 of this Report regarding the Preferred Stock is incorporated by reference into this Item 5.03.

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Verastem, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-22-115103

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