On June 15, 2023 Verastem Oncology, (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patients with cancer, reported that it intends to offer and sell shares of its common stock and pre-funded warrants in an underwritten public offering (Press release, Verastem, JUN 15, 2023, View Source [SID1234632734]). In connection with the proposed offering, Verastem Oncology intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of its common stock offered in the public offering (including shares underlying the pre-funded warrants), at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. All of the securities to be sold in the offering are to be sold by Verastem Oncology.

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RBC Capital Markets and Cantor are acting as joint book-running managers and representatives of the underwriters for the proposed offering.

Verastem Oncology intends to use the net proceeds from the proposed public offering for (i) continued research and development of its product candidates (ii) potential launch of avutometinib and defactinib in low-grade serous ovarian cancer, and (iii) working capital and other general corporate purposes.

A shelf registration statement on Form S-3 relating to the public offering of the securities described above was declared effective by the Securities and Exchange Commission (the "SEC") on April 6, 2022. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. Before you invest, you should read the preliminary prospectus supplement relating to and describing the terms of such public offering, the accompanying base prospectus, and the related registration statement and other documents that Verastem Oncology has filed with the SEC for more complete information about Verastem Oncology and the proposed offering. These documents, when available, are free and can be found by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus relating to the proposed offering may be obtained, when available, by contacting RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY, 10281, or by telephone at (877) 822-4089 or by email at [email protected] or Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 4th Floor, New York, NY, 10022, by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.