Verastem adds up to $75M Revenue Notes; $50M tranche set for Aug 28, 2026

Verastem, Inc.

Amendment No. 3 creates new Revenue Notes series (up to $75M) replacing conditional $25M and $50M Initial Note tranches.
$50M tranche issues Aug 28, 2026; optional $25M tranche open until May 15, 2027 if quarterly avutometinib/defactinib net sales hit $40M.
Revenue Payment Percentage is 4.50%, falling to 1.75% after Dec 31, 2031 if cumulative payments reach 100% of Funded Amount; maturity June 30, 2033.
Repayment amounts range from 135% to 185% of Funded Amount depending on timing; up to 25% can be paid in VSTM common stock on US IP sale.
Initial Notes' $75M principal, 9.75% interest cap, and no financial covenants remain; obligations secured by substantially all assets.

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