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): June 14, 2016

Verastem, Inc.

(Exact Name of Registrant as Specified in Charter)

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 (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 14, 2016, Verastem (the “Company”) announced several changes to the Company’s Board of Directors.

(b) Departure of Directors.

Henri Termeer, Christoph Westphal, M.D., PhD and Stephen Sherwin, M.D. resigned from the Company’s Board of Directors on June 13, 2016.  Dr. Sherwin will serve as a consultant to the Company and as a member of the Company’s Clinical and Scientific Advisory Board going forward.

In addition, the Company announced that Michael Kauffman, M.D., has been named Lead Director as of June 14, 2016.

(d) Election of Director.

On June 14, 2016, the Company unanimously voted to elect Bruce J. Wendel as a director of the Company effective as of June 14, 2016. Mr. Wendel will serve on both the compensation committee and the nominating and corporate governance committee of the Company’s Board of Directors.

In connection with his election as a director, Mr. Wendel received a stock option grant of 50,000 shares of the Company’s common stock. Mr. Wendel will be eligible to receive certain annual cash retainer fees and an annual stock option grant under the Company’s director compensation policy.  Mr. Wendel also entered into a customary indemnification agreement with the Company.

A press release announcing Mr. Wendel’s appointment and other changes to the Company’s Board of Directors is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

See Exhibit Index attached hereto.

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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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EXHIBIT INDEX

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Exhibit 99.1

Verastem Announces Changes to its Board of Directors

BOSTON, MA —June 14, 2016 — Verastem, Inc. (NASDAQ: VSTM), focused on discovering and developing drugs to treat cancer, today announced several changes to the Company’s Board of Directors.  Michael Kauffman, MD, PhD, who has served as a director since November 2012, will become Lead Director and Bruce J. Wendel will join the Board as an independent director.

“Bruce is a proven leader whose experience building companies and bringing oncology drugs to market will prove invaluable as we work to unlock the potential of our pipeline,” said Robert Forrester, President and Chief Executive Officer of Verastem. “His work in the development and commercialization of Abraxane® as CEO of Abraxis will provide important insight as we move forward.”

As the Company and Board transitions, Henri Termeer and Christoph Westphal, MD, PhD, will step down from their roles as Directors. Separately, Stephen Sherwin, MD, will transition from his role as Director to become a member of Verastem’s Clinical and Scientific Advisory Board.

Mr. Forrester added: “As we welcome Bruce to the Board, we also deeply thank Christoph and Henri, both industry leaders, who helped shape our vision and strategy, for their many years of service.  We also welcome Steve to his new role and look forward to working closely with him on our Clinical and Scientific Advisory Board.”

“Verastem is positioned to play a leading role in oncology by enhancing the key mechanisms that drive responses to cancer,” said Mr. Wendel. “This science driven approach is what has attracted me to Verastem, and I look forward to contributing to the Company’s growth and future value creation as a Director.”

Bruce Wendel currently serves as Chief Strategic Officer of Hepalink USA, the U.S. subsidiary of Shenzhen Hepalink Pharmaceutical Company. Prior to Hepalink, Mr. Wendel served as Vice Chairman and Chief Executive Officer at Abraxis BioScience, LLC where he oversaw the development and commercialization of Abraxane®.  He also led the negotiations that culminated in the acquisition of Abraxis by Celgene in a deal valued at over $2.9 billion.  Prior to Abraxis, Mr. Wendel served in business and corporate development roles of increasing responsibility at American Pharmaceutical Partners, IVAX Corporation and Bristol-Myers Squibb.  He began his 14 years with Bristol-Myers Squibb as in-house counsel before shifting to global business and corporate development.  He currently serves as a director of ProMetic Life Sciences Inc.  Mr. Wendel earned a juris doctorate degree from Georgetown University Law School, and a B.S. from Cornell University.

About Verastem, Inc.

Verastem, Inc. (NASDAQ:VSTM) is a biopharmaceutical company focused on discovering and developing drugs to improve outcomes for patients with cancer. Our product candidates utilize a multi-faceted approach to treat cancer by reducing cancer stem cells, enhancing anti-tumor immunity, and modulating the local tumor microenvironment. Our most advanced clinical product candidates are the Focal Adhesion

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Kinase inhibitors, VS-6063 and VS-4718, and the dual PI3K/mTOR inhibitor, VS-5584. For more information, please visit www.verastem.com.

Verastem forward-looking statements notice:

This press release includes forward-looking statements about Verastem’s strategy, future plans and prospects, including statements regarding the development of the Company’s product candidates and diagnostics programs generally. The words “anticipate,” “appear,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include the risks that the preclinical testing of Verastem’s product candidates and preliminary or interim data from clinical trials may not be predictive of the results or success of ongoing or later clinical trials, that data may not be available when we expect it to be, that enrollment of clinical trials may take longer than expected, that our product candidates will cause unexpected safety events, that Verastem will be unable to successfully initiate or complete the clinical development of its product candidates, that the development of Verastem’s product candidates will take longer or cost more than planned, and that Verastem’s product candidates will not receive regulatory approval or become commercially successful products. Other risks and uncertainties include those identified under the heading “Risk Factors” in Verastem’s Annual Report on Form 10-K for the year ended December 31, 2015 and in any subsequent SEC filings. The forward-looking statements contained in this press release reflect Verastem’s current views with respect to future events, and Verastem does not undertake and specifically disclaims any obligation to update any forward-looking statements.

Verastem, Inc.

Brian Sullivan, 781-292-4214

bsullivan@verastem.com

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