Verastem, Inc. (VSTM) Form 8-K — Aug 6, 2026
On August 6, 2026, Verastem entered into Amendment No. 3 to its Note Purchase Agreement with funds managed by Oberland Capital Management LLC, establishing a new series of Revenue Notes of up to $75.0 million in two tranches that replaces the previously conditional second and third tranches under the senior secured facility originally signed January 13, 2025. A $50.0 million initial tranche of Revenue Notes is set to fund on August 28, 2026, subject to customary conditions, and the Company may draw an additional $25.0 million at any time prior to May 15, 2027 if worldwide net sales of avutometinib and defactinib reach at least $40.0 million in the immediately preceding calendar quarter.
Key figures
- Debt Amount
- Up to $75.0 million of new Revenue Notes (plus $75.0 million Initial Notes previously issued)
- Interest Rate
- Initial Notes: greater of Term SOFR and 4.29%, plus 3.71%, capped at 9.75% per annum; Revenue Notes bear no fixed interest — pay 4.50% of quarterly net sales, stepping down to 1.75%
- Maturity Date
- Revenue Notes: June 30, 2033; Initial Notes: seventh anniversary of January 13, 2025
- Pik option
- Up to 50% of Initial Notes interest may be paid-in-kind for first 8 payment dates
- Default rate
- +5.00% upon Event of Default
- Stock settlement
- Up to 25% of Revenue Notes Repayment Amount payable in common stock upon certain IP-sale prepayments, subject to 4.99% per-purchaser ownership cap
- Financial covenants
- None
- Repayment multiples
- 135% (change of control within 1 year) to 185% cap (after 3rd anniversary), decreasing to 150% post-Test Date if condition met
- Revenue notes capacity
- $75.0 million aggregate purchase price
- Third purchase tranche
- $25.0 million at Company option on or prior to May 15, 2027, conditioned on $40.0 million quarterly worldwide net sales of avutometinib and defactinib
- Initial notes principal
- $75.0 million (issued January 13, 2025)
- Second purchase tranche
- $50.0 million, funding August 28, 2026 subject to conditions
- Aggregate commitment cap
- $150,000,000
- Contingent make whole payment
- 100% of Funded Amount less Revenue Payments made, if Test Date Condition missed
- Revenue participation percentage
- 1.00% fixed on Initial Notes, subject to $100.0 million annual net sales cap
- Revenue payment percentage initial
- 4.50% of quarterly net sales
- Revenue payment percentage stepdown
- 1.75% if Test Date Condition met by December 31, 2031
Price after filing
Close on the filing date to close N calendar days later (from $5.81). Historical, not a forecast.
AI analysis
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