Results of Operations and Financial Condition Set forth below are certain preliminary unaudited financial results for the three months ended September 30, 2026 of Verastem, Inc. (the “Company”). The preliminary unaudited third quarter 2026 financial results included in this Current Report on Form 8-K (the “Preliminary Financial Information”) are preliminary and were prepared by the Company’s management, based upon the Company’s estimates, a number of assumptions and currently available inform…

CEO — Daniel W. Paterson: The CEO is retiring with a named internal successor (Michael Bailey) already appointed, indicating an orderly succession rather than a sudden loss of leadership.

Results of Operations and Financial Condition On August 6, 2026, Verastem, Inc. (the “Company”) issued a press release reporting financial results for the quarter ended June 30, 2026, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this

Entry into a Material Definitive Agreement On August 6, 2026 (the “Amendment Closing Date”), Verastem, Inc., (the “Company”) entered into Amendment No. 3 (the “Amendment”) to that certain Note Purchase Agreement, dated as of January 13, 2025 (the “Original Closing Date”), as previously amended by Amendment No. 1 dated as of October 31, 2025 and Amendment No. 2 dated as of March 2, 2026 (as so amended, the “Note Purchase Agreement”) by and among the Company, certain funds managed by Oberland C…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Other Events. On June 23, 2026, the Company also (i) announced preliminary data from the ongoing TARGET-D 101 Phase 1/2 clinical trial evaluating VS-7375 in patients with advanced KRAS G12D-mutated solid tumors and provided an update on the status of expected key milestones in the development of VS-7375 and (ii) announced its intent to enter into an agreement with Erasca, Inc. (together with Verastem, collectively, the "Companies") to evaluate VS-7375, Verastem’s oral KRAS G12D (On/Off) inhib…

Results of Operations and Financial Condition On February 4, 2026, Verastem, Inc. (the “Company”) issued a press release reporting preliminary financial results for the quarter and fiscal year ended December 31, 2025, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this

Other Events Recent Developments Update on RAMP 203 Phase 1/2 Clinical Trial for Advanced KRAS G12C Mutant Non-Small Cell Lung Cancer Following evaluation of interim data from the RAMP 203 clinical trial in advanced KRAS G12C-mutated NSCLC the Company will discontinue the trial to focus resources on clinical development of VS-7375, an oral KRAS G12D (ON/OFF) inhibitor, in advanced NSCLC and other solid tumors. There will be no further enrollment in RAMP 203 and patients currently enrolled wil…

Chief Operating Officer — Matthew Ros: Matthew Ros separated from the Company as its Chief Operating Officer.

Results of Operations and Financial Condition. On November 4, 2025, Verastem, Inc. (the “Company”) reported financial results for the quarter ended September 30, 2025, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Other Events Recent Developments Updated Data from VS-7375 Phase 1/2a Dose Escalation Trial of VS-7375 in Patients with KRAS G12D Mutant Solid Tumors The Company reported preliminary data from the first two dose levels in its ongoing Phase 1/2a clinical trial evaluating the safety and efficacy of VS-7375, an oral KRAS G12D (ON/OFF) inhibitor, in patients with previously-treated advanced KRAS G12D mutant solid tumors, including advanced pancreatic ductal adenocarcinoma (“PDAC”) both as monothe…

Other Events Recent Developments Updated Data from VS-7375 Phase 1/2 Monotherapy Study in Advanced KRAS G12D Mutant PDAC GenFleet reported updated safety and efficacy data specific to patients with advanced KRAS G12D mutant PDAC from the Phase 1/2 monotherapy study in China. The study population includes 66 patients with advanced KRAS G12D mutant PDAC, of which 59 were heavily pre-treated patients with at least two prior lines of anticancer therapy. As of the data cutoff of September 27, 2025…

Other Events Recent Developments Updated Data from VS-7375 Phase 1/A Study in Advanced KRAS G12D Mutant Solid Tumors GenFleet reported cumulative safety data across the entire study population and preliminary efficacy data specific to patients with advanced non-small cell lung cancer (“NSCLC”) from the Phase 1/2 study in China. The study population includes 142 patients, including 28 with advanced NSCLC, 85 with advanced pancreatic ductal adenocarcinoma (“PDAC”) and 29 with other solid tumors…

Other Events. On May 8, 2025, Verastem, Inc. announced it received FDA approval of AVMAPKI™ FAKZYNJA™ CO-PACK (avutometinib capsules; defactinib tablets) for the treatment of adult patients with recurrent KRAS mt LGSOC who received prior systemic therapy. Continued approval for this indication may be contingent upon verification and description of clinical benefit in a confirmatory trial.

by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. Note Regarding Forward-Looking Statements This Current Report on Fo…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On April 25, 2025, Verastem, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional accredited investors named therein (each, an “ Investor ” and collectively, the “ Investors ”), pursuant to which the Company agreed to sell to the Investors, in a private placement (the “ Private Placement ”), 3,429,287 shares (the “ Shares ”) of the Company’s common s…

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

Other Events. As previously disclosed, in August 2023, the Company entered into a collaboration and option agreement with GenFleet Therapeutics (Shanghai), Inc. (“GenFleet”) pursuant to which GenFleet granted the Company options to obtain exclusive development and commercialization rights worldwide outside of mainland China, Hong Kong, Macau, and Taiwan for up to three oncology programs targeting RAS pathway driven cancers (the “GenFleet Options”). On January 14, 2025, the Company exercised i…

Chief Operating Officer — Matthew E. Ros: The company appointed Matthew E. Ros as Chief Operating Officer with a comprehensive compensation package.

Entry into a Material Definitive Agreement On January 13, 2025 Verastem, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with RGCM SA LLC, as Purchaser Agent, Oberland Capital Management LLC and certain funds managed by Oberland Capital Management LLC, as purchasers (the “Oberland Funds” and, together with other purchasers party thereto from time to time, the “Purchasers”), pursuant to which the Company may sell to the Purchasers, and the Purchasers…

Termination of a Material Definitive Agreement. Substantially concurrently with the closing of the Note Purchase Agreement, on January 13, 2025, the Company will terminate its loan and security agreement entered into on March 25, 2022 with Oxford Capital, LLC and Oxford Finance Credit Fund III LP (as amended from time to time, the “Oxford Loan Agreement”), and will repay in full the balance of its obligations under the Oxford Loan Agreement of approximately $42.7 million. The obligations incl…

Results of Operations and Financial Condition. On January 13, 2025, the Company issued a press release announcing their entry into the Note Purchase Agreement and Stock Purchase Agreement, which includes information that, as of December 31, 2024, the Company had preliminary unaudited cash, cash equivalents and short-term investments of approximately $88.8 million. The foregoing information constitutes an unaudited and preliminary estimate that (i) represents the most current information avail…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Other Events. On December 30, 2024, the FDA accepted for review the Company’s New Drug Application (“NDA”) under the accelerated approval pathway for avutometinib, an oral RAF/MEK clamp, in combination with defactinib, an oral FAK inhibitor, for the treatment of adult patients with recurrent LGSOC, who received at least one prior systemic therapy and have a KRAS mutation. The NDA, which was completed by the Company in October 2024, has been granted Priority Review with a Prescription Drug Use…

The Company will issue the Shares in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration for private placements based in part on the representations made by the Investors, including the representations with respect to each Investor’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Investor’s…