UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On March 23, 2022, the Board of Directors (the “Board”) of Verastem, Inc. (the “Company”) approved, for purposes of Section 203 of the General Corporation Law of the State of Delaware (“Section 203”), the acquisition by Baker Bros. Advisors LP, a Delaware limited partnership (together with its affiliates and associates “Investor”), whether in a single transaction or multiple transactions from time to time, of additional shares of the Company’s common stock, par value $0.0001 per share, to the extent such acquisitions would result in Investor being the owner of 15% or more, but less than 20%, of the voting power of the shares of voting stock of the Company issued and outstanding from time to time.
On March 28, 2022, the Company and the Investor entered into an agreement pursuant to which Investor agreed that if Investor becomes the owner of shares of voting stock of the Company such that Investor would, in the aggregate, own 20% or more of the voting power of the issued and outstanding shares of voting stock of the Company under circumstances in which it would be an “interested stockholder” as defined in Section 203 (but, for this purpose, replacing “15%” in such definition with “20%”), then (i) notwithstanding the Board’s March 23, 2022 approval, the restrictions under Section 203 applicable to a “business combination” with an “interested stockholder” will apply as a matter of contract to Investor as if such Board approval had not been granted; and (ii) Investor will not engage in any business combination with the Company for a period of three years following the time that Investor became an owner of 20% or more of the voting power of the then-issued and outstanding shares of voting stock of the Company.
The foregoing description is a summary of the material terms of the March 28, 2022 agreement between the Company and Investor and does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
Exhibit No. |
| Description |
10.1 | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
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.
VERASTEM, INC. | ||
Dated: March 30, 2022 | By: | /s/ Brian M. Stuglik |
Brian M. Stuglik | ||
Chief Executive Officer |
Exhibit 10.1
SECTION 203 AGREEMENT
This Section 203 Agreement (the “Agreement”) is made and entered into as of March 28, 2022, by and between Baker Bros. Advisors LP, a Delaware limited partnership (together with its affiliates and associates “Investor”), and Verastem, Inc., a Delaware corporation (the “Company”).
WHEREAS, Investor may desire to acquire ownership of additional shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) without being subject to the restrictions under Section 203 of the General Corporation Law of the State of Delaware, as amended (“Section 203”), applicable to a “business combination” with an “interested stockholder” (each such term, as used in this Agreement, shall have the meaning given to it in Section 203, except as described in Section 4 hereof); and
WHEREAS, as of the date hereof, the Company and Investor have no current discussions or negotiations with each other regarding a business combination or other extraordinary transaction involving the Company;
NOW THEREFORE, in consideration of the premises and the covenants of the parties set forth in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the undersigned hereby agree as follows:
2
[Signatures Follow on a Separate Page]
3
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its respective officer thereunto duly authorized as of the date first written above.
BAKER BROS. ADVISORS LP
By: /s/ Scott Lessing
Name: Scott Lessing
Title: President
VERASTEM, INC.
By: /s/ Robert E. Gagnon
Name: Robert E. Gagnon
Title: Chief Business and Financial Officer
[Signature Page to Section 203 Agreement]