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):  March 7, 2014

 

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.

 

(d) Election of Director.

 

On March 7, 2014, the Board of Directors of Verastem, Inc. (the “Company”) unanimously voted to increase the size of the Company’s Board of Directors, which had previously been set at 9, to 10 members and to elect Timothy J. Barberich, 66, as a director of the Company effective as of March 10, 2014.

 

In connection with his election as a director, Mr. Barberich received a stock option grant of 50,000 shares of the Company’s common stock. Consistent with the Company’s director compensation policy, Mr. Barberich will be eligible to receive certain annual cash retainer fees and an annual stock option grant of 25,000 shares of common stock.  Mr. Barberich also entered into a customary indemnification agreement with the Company.

 

A press release announcing Mr. Barberich’s appointment 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.

 

 

VERASTEM, INC.

 

 

 

 

Date: March 11, 2014

By:

/s/ John B. Green

 

 

John B. Green

 

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated March 11, 2014.

 

4


Exhibit 99.1

 

GRAPHIC

 

Timothy J. Barberich Joins Verastem Board of Directors

 

Cambridge, MA — March 11, 2014 — Verastem, Inc. (NASDAQ: VSTM), focused on discovering and developing drugs to treat cancer by the targeted killing of cancer stem cells, today announced the appointment of Timothy J. Barberich to its Board of Directors.

 

“Tim is an entrepreneur at heart who has become a very successful biopharmaceutical business leader,” said Christoph Westphal, M.D., Ph.D., Verastem Executive Chairman. “As the CEO and Chairman of Sepracor, he has been intimately involved in the development and commercialization of many successful products.  We are very pleased to welcome him to Verastem’s Board.”

 

Mr. Barberich founded Sepracor, Inc., a publicly-traded, fully integrated research pharmaceutical company, in 1984 and served as CEO and Chairman for more than 20 years.  Under his leadership at Sepracor, revenues grew to more than a billion dollars as the company partnered and commercialized a number of successful products, including Allegra®, Clarinex®, Lunesta® and Xopenex®.  In 2009, Sepracor, now known as Sunovion, was acquired by Dainippon Sumitomo to form one of the largest Japanese-based global pharmaceutical companies.  Prior to founding Sepracor, Mr. Barberich spent 10 years as a senior executive at Millipore Corporation, a major supplier of research tools to the life sciences industry.  He also served on the Board of Trustees of Boston Medical Center and the Pharmaceutical Research and Manufacturers’ Association. Mr. Barberich is a graduate of Kings College and holds a Bachelor of Science degree in Chemistry.

 

“Tim’s extensive experience in guiding successful biopharmaceutical companies will be invaluable to Verastem as we prepare for future clinical, regulatory and commercial milestones,” said Robert Forrester, Verastem President and Chief Executive Officer. “He has overseen the successful commercial launch of products that have made a profound impact in many patients’ lives.”

 

About Verastem, Inc.

 

Verastem, Inc. (NASDAQ: VSTM) is 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, the timeline for clinical development and regulatory approval of the Company’s compounds, the expected timing for

 



 

the reporting of data from ongoing trials, and the structure of the Company’s planned or pending clinical trials, and potential indications for clinical development. 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 the Company’s compounds and preliminary 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 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, 2013 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.

 

Contact Verastem, Inc.

 

Brian Sullivan

 

617-252-9314

 

bsullivan@verastem.com