Current Report Filing (8-k)
April 23 2020 - 7:46AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April
23, 2020
Verastem,
Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-35403
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27-3269467
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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117 Kendrick Street, Suite 500, Needham, MA
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including
area code: (781) 292-4200
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.0001 par value per share
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VSTM
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The Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2020, the board of directors (the “Board”)
of Verastem, Inc. (the “Company”) unanimously voted to elect John Johnson as a Class I director of the Company and
to serve on the nominating and corporate governance and compensation committees of the Board, effective immediately. In connection
with his appointment as a director, Mr. Johnson received a stock option grant of 25,000 shares of the Company’s common stock.
Mr. Johnson will be eligible to receive certain annual cash retainer fees and an annual stock option grant under the Company’s
director compensation policy. Mr. Johnson also entered into a customary indemnification agreement with the Company.
A press release announcing Mr. Johnson’s appointment and
other matters is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VERASTEM, INC.
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Date: April 23, 2020
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By:
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/s/ Brian Stuglik
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Brian Stuglik
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President and Chief Operating Officer
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