Form S-8 Verastem, Inc.
As filed with the Securities and Exchange Commission on May 29, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Verastem, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-3269467 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 117 Kendrick Street, Suite 500 Needham, MA |
02494 | |
| (Address of Principal Executive Offices) | (Zip Code) |
2014 Inducement Award Program
Amended and Restated 2021 Equity Incentive Plan
Amended and Restated 2018 Employee Stock Purchase Plan
(Full title of the plan)
Daniel Paterson
President and Chief Executive Officer
Verastem, Inc.
117 Kendrick St., Suite 500
Needham, MA 02494
(781) 292-4200
(Name, address, and telephone number, including area code, of agent for service)
With copies to:
Marko S. Zatylny
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer x | Smaller reporting company x | |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register (i) an additional 5,000,000 shares under the Registrant’s Amended and Restated 2018 Employee Stock Purchase Plan, (ii) an additional 12,000,000 shares under the Registrant’s Amended and Restated 2021 Equity Incentive Plan and (iii) an additional 600,000 shares under the Registrant’s 2014 Inducement Award Program. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statements on Form S-8 (File Nos. 333-201075, 333-218768, 333-223616, 333-228309, 333-229430, 333-257111, 333-277948, 333-279826 and 333-291253) filed with the Securities and Exchange Commission on December 19, 2014, June 15, 2017, March 13, 2018, November 9, 2018, January 30, 2019, June 15, 2021, March 14, 2024, May 30, 2024 and November 4, 2025, respectively.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Needham, Commonwealth of Massachusetts on May 29, 2026.
| VERASTEM, INC. | ||
| By: | /s/ Daniel Paterson | |
| Daniel Paterson | ||
| President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints Daniel Paterson and Daniel Calkins, and each of them singly, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| SIGNATURES | TITLE | DATE | ||
| /s/ Daniel Paterson | President, Chief Executive Officer and Director | May 29, 2026 | ||
| Daniel Paterson | (Principal executive officer) | |||
| /s/ Daniel Calkins | Chief Financial Officer | May 29, 2026 | ||
| Daniel Calkins | (Principal financial and accounting officer) | |||
| /s/ Michael P. Bailey | Director | May 29, 2026 | ||
| Michael P. Bailey | ||||
| /s/ Paul A. Bunn, M.D. | Director | May 29, 2026 | ||
| Paul A. Bunn, M.D. | ||||
| /s/ John H. Johnson | Director | May 29, 2026 | ||
| John H. Johnson | ||||
| /s/ Anil Kapur | Director | May 29, 2026 | ||
| Anil Kapur | ||||
| /s/ Michael Kauffman | Director | May 29, 2026 | ||
| Michael Kauffman, M.D., Ph.D. | ||||
| /s/ Michelle Robertson | Director | May 29, 2026 | ||
| Michelle Robertson | ||||
| /s/ Eric Rowinsky, M.D. | Director | May 29, 2026 | ||
| Eric Rowinsky, M.D. | ||||
| /s/ Brian Stuglik | Director | May 29, 2026 | ||
| Brian Stuglik | ||||
| /s/ Karin Tollefson | Director | May 29, 2026 | ||
| Karin Tollefson |
ATTACHMENTS / EXHIBITS