# Verastem, Inc. (VSTM) — delisting/voluntary [pending]
Source: SEC API (secapi.ai) · situation sit_7dd6b4a5a2044fa401ed · retrieved 2026-08-12T06:59:17.201Z

## Overview
Verastem, Inc. is a pharmaceutical company developing combination therapies, including avutometinib and defactinib for oncology indications.

Verastem, Inc. amended its Note Purchase Agreement on August 6, 2026, restructuring its financing with funds managed by Oberland Capital Management LLC. The amendment establishes two separate series of senior secured notes: Initial Notes of $75.0 million (previously issued January 13, 2025) and new Revenue Notes of up to $75.0 million. The Revenue Notes will be issued in two tranches: $50.0 million on August 28, 2026 (subject to customary conditions), and an optional $25.0 million tranche by May 15, 2027 (contingent on worldwide net sales of avutometinib and defactinib reaching at least $40.0 million in the preceding quarter). The Revenue Notes bear interest as quarterly payments equal to 4.50% of net sales of the combined avutometinib-defactinib product, with the rate declining to 1.75% if cumulative payments reach 100% of the funded amount by December 31, 2031. The Revenue Notes mature June 30, 2033, and are secured by a first-priority security interest in substantially all company assets including intellectual property.

## Terms
- Counterparty: Oberland Capital Management LLC (and other purchasers) · Deal value: $150.0M · Consideration: mixed

## Key dates
- Announced 2026-08-06 · Expected close 2026-08-28

## Timeline
- 2026-08-06 · 8-K (0001104659-26-092216): 8-K - Verastem, Inc. — *Verastem, Inc. is a pharmaceutical company developing combination therapies, including avutometinib and defactinib for oncology indications.* Verastem, Inc. amended its Note Purchase Agreement on August 6, 2026, restructuring its financing with funds managed by Oberland Capital Management LLC. The amendment establishes two separate series of senior secured notes: Initial Notes of $75.0 million (previously issued January 13, 2025) and new Revenue Notes of up to $75.0 million. The Revenue Notes will be issued in two tranches: $50.0 million on August 28, 2026 (subject to customary conditions), and an optional $25.0 million tranche by May 15, 2027 (contingent on worldwide net sales of avutometinib and defactinib reaching at least $40.0 million in the preceding quarter). The Revenue Notes bear interest as quarterly payments equal to 4.50% of net sales of the combined avutometinib-defactinib product, with the rate declining to 1.75% if cumulative payments reach 100% of the funded amount by December 31, 2031. The Revenue Notes mature June 30, 2033, and are secured by a first-priority security interest in substantially all company assets including intellectual property.
  https://www.sec.gov/Archives/edgar/data/1526119/0001104659-26-092216.txt

## Citations
- 0001104659-26-092216 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926092216