Verastem Secures $150 Million Note Purchase Agreement with Oberland Capital

Verastem, Inc. (NASDAQ: VSTM) recently disclosed in an 8-K filing with the Securities and Exchange Commission that on January 13, 2025, the company entered into a Note Purchase Agreement with RGCM SA LLC, along with Oberland Capital Management LLC and certain funds managed by Oberland Capital Management LLC (collectively referred to as “Purchasers”). This agreement allows the company to issue Notes with an aggregate principal amount of up to $150.0 million.

The Note Purchase Agreement outlined several key details. Initially, Verastem sold Notes totaling $75.0 million on the Closing Date, receiving net proceeds of around $32.3 million following the repayment of its outstanding balance under the existing Oxford Loan Agreement. The agreement further enables the issuance of an additional $25.0 million of Notes upon specific conditions, and up to $50.0 million more under certain conditions.

The Notes come with an interest rate per annum based on the Term SOFR and 4.29%, with certain adjustments, payable quarterly until the seventh anniversary of the Closing Date. Moreover, the Purchasers are entitled to receive a percentage of net sales of included products, with the rate increasing upon subsequent sales of Notes.

In addition to the Note Purchase Agreement, a Stock Purchase Agreement was entered into with Oberland Funds and affiliates, resulting in the purchase of 1,416,939 shares of Verastem’s common stock at $5.2931 per share. The company also granted the investors the right to participate in future equity offerings up to $2.5 million for a three-year period after closing.

This strategic financial transaction aligns with Verastem’s objectives and strengthens its position as it prepares for potential FDA approval of avutometinib in combination with defactinib for the treatment of patients with LGSOC. The company has also announced a collaboration with IQVIA to support its commercialization efforts in anticipation of the mid-2025 launch of this investigational combination product.

The information provided in the filing reflects Unaudited Preliminary Estimates as of December 31, 2024, and should be considered preliminary, subject to revision upon final audit completion. More details on the Note Purchase Agreement and Stock Purchase Agreement can be found in the full text of the 8-K filing.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Verastem’s 8K filing here.

About Verastem

Verastem, Inc, a development-stage biopharmaceutical company, focuses on developing and commercializing drugs for the treatment of cancer in the United States. Its product candidates are Avutometinib, an orally available small molecule RAF/MEK clamp that inhibits the ras sarcoma RAF/MEK, ERK mitogen activated pathway kinase pathway which is involved in cell proliferation, migration, transformation, and survival of tumor cells; and Defactinib, an oral small molecule inhibitor of FAK and proline-rich tyrosine kinase for various solid tumors.