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): January 18, 2013

 

Verastem, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-35403

 

27-3269467

(State or Other Jurisdiction

of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

215 First Street, Suite 440, Cambridge, MA

 

02142

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (617) 252-9300

 

 

(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 January 18, 2013, Verastem, Inc. (the “Company”) appointed Robert Forrester as President of the Company. Mr. Forrester will continue to serve as Chief Operating Officer of the Company. Christoph Westphal, M.D., Ph.D. previously served as President and will remain Chief Executive Officer of the Company.

 

Mr. Forrester, 49, has served as Chief Operating Officer of the Company since March 2011. Prior to joining the Company, Mr. Forrester served as Chief Operating Officer of Forma Therapeutics, Inc. from 2010 until 2011. Previously he served as Interim President and Chief Executive Officer of CombinatoRx, Inc., now Zalicus Inc., from 2009 until 2010 and as its Executive Vice President and Chief Financial Officer from 2004 to 2009. Mr. Forrester served as Senior Vice President, Finance and Corporate Development at Coley Pharmaceuticals Group, Inc. from 2000 to 2003. Mr. Forrester is a member of the Board of Directors of Myrexis Pharmaceuticals.

 

A copy of the press release discussing these changes is filed as Exhibit 99.1 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.

 

 

VERASTEM, INC.

 

 

 

 

Date: January 22, 2013

By:

/s/ Paul Brannelly

 

 

Paul Brannelly

 

 

Vice President, Finance

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release issued by Verastem, Inc. on January 22, 2013

 

4


Exhibit 99.1

 

GRAPHIC

 

Verastem Promotes Chief Operating Officer Robert Forrester to President

 

CAMBRIDGE, Mass. — Jan. 22, 2013 — Verastem, Inc., (NASDAQ: VSTM) a clinical-stage biopharmaceutical company focused on discovering and developing drugs to treat cancer by the targeted killing of cancer stem cells, promoted Robert Forrester to President in addition to Chief Operating Officer.

 

“Verastem has rapidly progressed through Robert’s dedication and outstanding execution across all aspects of the company,” said Christoph Westphal, M.D., Ph.D., Chairman and CEO of Verastem. “I look forward to the future successes that we will achieve together for patients who are in desperate need of better medicines.”

 

In 2012, Verastem successfully completed an initial public offering raising gross proceeds of $63.5 million and forward integrated their focal adhesion kinase program (FAK) with the in-license of VS-6063.

 

“Robert has been instrumental as Verastem has translated the fundamentally transformative cancer stem cell work of Bob Weinberg into drugs now on the cusp of a potentially pivotal study,” said Henri Termeer, Lead Director of Verastem. “On behalf of the Board of Directors, I congratulate him on these accomplishments and look forward to his continued execution of Verastem’s strategy in the years to come.”

 

Verastem is planning multiple clinical trials for 2013 across their programs targeting FAK and PI3K/mTOR. The current clinical plans include a midyear initiation of a potentially pivotal trial in mesothelioma for lead FAK inhibitor, VS-6063.

 

“It is my honor and pleasure to work with Christoph and the entire Verastem team,” said Robert Forrester. “We have a tremendous opportunity to achieve one of the most important goals in medicine by directly addressing the problem of cancer resistance and recurrence through the targeted killing of cancer stem cells. In 2013, we will work diligently to meet key objectives in this mission and focus on clinical execution across each of our programs.”

 

Mr. Forrester has been the CEO, COO and CFO of both private and public biotechnology companies. Prior to his industry leadership experience, Robert oversaw investments in the life sciences industry as a managing director at MeesPierson. At BZW and UBS Robert was responsible for corporate transactions including M&A, public and private financings. Robert started his career as lawyer with Clifford Chance in London and Singapore and holds a LL.B. from Bristol University.

 

About Verastem, Inc.

 

Verastem, Inc. (NASDAQ: VSTM) is a clinical-stage biopharmaceutical company focused on discovering and developing drugs to treat cancer by the targeted killing of cancer stem cells. Cancer stem cells are an underlying cause of tumor recurrence and metastasis. Verastem is developing small molecule

 



 

inhibitors of signaling pathways that are critical to cancer stem cell survival and proliferation: FAK, PI3K/mTOR and Wnt. For more information, please visit www.verastem.com.

 

Forward-looking statements:

 

This press release includes forward-looking statements about the Company’s strategy, future plans and prospects, including statements regarding the development of the Company’s compounds, including VS-6063, the timeline for clinical development and regulatory approval of the Company’s compounds and the structure of the Company’s planned clinical trials. The words “anticipate,” “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 the Company’s compounds may not be predictive of the success of later clinical trials, that the Company will be unable to successfully complete the clinical development of its compounds, that the development of the Company’s compounds will take longer or cost more than planned, and that the Company’s compounds will not receive regulatory approval or become commercially successful products. Other risks and uncertainties include those identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and in any subsequent SEC filings. The forward-looking statements contained in this presentation reflect the Company’s current views with respect to future events, and the Company does not undertake and specifically disclaims any obligation to update any forward-looking statements.

 

Verastem, Inc.
Investor contact:
Brian Sullivan, 617-252-9314
bsullivan@verastem.com
or
Media contact:
Kari Watson, 781-235-3060
kwatson@macbiocom.com