Biotechnology Value Fund L P SC 13G/AVerastem / BIOTECHNOLOGY VALUE FUND L P ownership change

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 7)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 451,917 Shares (as defined below) underlying certain Series A Preferred Stock (as defined below) and 1,760,969 Shares underlying certain Series B Preferred Stock (as defined below).

(1) Includes 451,917 Shares underlying certain Series A Preferred Stock and 1,760,969 Shares underlying certain Series B Preferred Stock.

(1) Includes 319,083 Shares underlying certain Series A Preferred Stock.

(1) Includes 319,083 Shares underlying certain Series A Preferred Stock.

(1) Includes 44,583 Shares underlying certain Series A Preferred Stock.

(1) Includes 44,583 Shares underlying certain Series A Preferred Stock.

(1) Includes 771,000 Shares underlying certain Series A Preferred Stock and 1,760,969 Shares underlying certain Series B Preferred Stock.

(1) Includes 833,333 Shares underlying certain Series A Preferred Stock and 1,760,969 Shares underlying certain Series B Preferred Stock.

(1) Includes 833,333 Shares underlying certain Series A Preferred Stock and 1,760,969 Shares underlying certain Series B Preferred Stock.

(1) Includes 833,333 Shares underlying certain Series A Preferred Stock and 1,760,969 Shares underlying certain Series B Preferred Stock.

Verastem, Inc., a Delaware corporation (the “Issuer”).

117 Kendrick Street, Suite 500

Needham, MA 02494

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.0001 par value per share (the “Shares”).

92337C203

As of the close of business on September 30, 2024, the Reporting Persons and a certain Partners managed account (the “Partners Managed Account”) held an aggregate of 1,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), convertible for an aggregate of 833,333 Shares. A holder of the Series A Preferred Stock shall not have the right to convert any portion of the Series A Preferred Stock held by it to the extent that, after giving effect to such conversion, such holder, together with such holder’s affiliates and any other person whose beneficial ownership of Shares would be aggregated with such holder’s Shares for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, including any “group” of which the holder is a member, would beneficially own a number of Shares in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such conversion (the “Conversion A Limitation”). As of the close of business on September 30, 2024, the Conversion A Limitation does not limit the conversion of any of the Series A Preferred Stock held by the Reporting Persons and the Partners Managed Account.

As of the close of business on September 30, 2024, the Reporting Persons and the Partners Managed Account held an aggregate of 1,200,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”), convertible for an aggregate of 4,236,570 Shares. A holder of the Series B Preferred Stock shall not have the right to convert any portion of the Series B Preferred Stock held by it to the extent that, after giving effect to such conversion, such holder, together with such holder’s affiliates, would beneficially own a number of Shares in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such conversion (the “Conversion B Limitation”). As of the close of business on September 30, 2024, the Conversion B Limitation limits the conversion of the Series B Preferred Stock held by the Reporting Persons and the Partners Managed Account to 1,760,969 out of the 4,236,570 Shares underlying the Series B Preferred Stock held by them.

As of the close of business on September 30, 2024, the Reporting Persons and the Partners Managed Account held 2,500,000 Pre-funded Warrants (the “Pre-funded Warrants”) exercisable for an aggregate of 2,500,000 Shares. The Pre-funded Warrants are exercisable immediately at an exercise price of $0.001 per Share and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. A holder of the Pre-funded Warrants will not be entitled to exercise any Pre-funded Warrants that, upon giving effect to such exercise, would cause: (i) the aggregate number of Shares beneficially owned by such holder (together with its affiliates and other attribution parties) to exceed 9.99% of the number of Shares outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Issuer’s securities beneficially owned by such holder (together with its affiliates and other attribution parties) to exceed 9.99% of the combined voting power of all of the Issuer’s securities outstanding immediately after giving effect to the exercise (the “Pre-funded Warrants Blocker”). As of the close of business on September 30, 2024, the Pre-funded Warrants Blocker prohibits the exercise of all the Pre-funded Warrants held by the Reporting Persons and the Partners Managed Account.

As of the close of business on September 30, 2024, the Reporting Persons and the Partners Managed Account held 2,500,000 Warrants (the “Warrants”) exercisable for an aggregate of 2,500,000 Shares. The Warrants are exercisable immediately at an exercise price of $3.50 per Share and may be exercised until 18 months from the date of issuance. A holder of the Warrants will not be entitled to exercise any Warrants that, upon giving effect to such exercise, would cause: (i) the aggregate number of Shares beneficially owned by such holder (together with its affiliates and other attribution parties) to exceed 9.99% of the number of Shares outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Issuer’s securities beneficially owned by such holder (together with its affiliates and other attribution parties) to exceed 9.99% of the combined voting power of all of the Issuer’s securities outstanding immediately after giving effect to the exercise (the “Warrants Blocker”). As of the close of business on September 30, 2024, the Warrants Blocker prohibits the exercise of all the Warrants held by the Reporting Persons and the Partners Managed Account.

As of the close of business on September 30, 2024, (i) BVF beneficially owned 3,056,359 Shares, including 451,917 Shares underlying the Series A Preferred Stock held by it and 1,760,969 Shares underlying certain Series B Preferred Stock held by it, and excluding (a) 424,816 Shares underlying certain Series B Preferred Stock held by it, (b) 1,396,290 Shares underlying the Pre-funded Warrants held by it, and (c) 1,396,290 Shares underlying the Warrants held by it, (ii) BVF2 beneficially owned 976,287 Shares, including 319,083 Shares underlying the Series A Preferred Stock held by it and excluding (a) 1,907,456 Shares underlying the Series B Preferred Stock held by it, (b) 933,240 Shares underlying the Pre-funded Warrants held by it, and (c) 933,240 Shares underlying the Warrants held by it, and (iii) Trading Fund OS beneficially owned 170,021 Shares, including 44,583 Shares underlying the Series A Preferred Stock held by it and excluding (a) 132,499 Shares underlying the Series B Preferred Stock held by it, (b) 100,150 Shares underlying the Pre-funded Warrants held by it, and (c) 100,150 Shares underlying the Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 3,056,359 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 976,287 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 170,021 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 4,032,647 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 4,279,521 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 76,853 Shares held in the Partners Managed Account, including 17,750 Shares underlying the Series A Preferred Stock held by it and excluding (a) 10,831 Shares underlying the Series B Preferred Stock held by it, (b) 70,320 Shares underlying the Pre-funded Warrants held by it, and (c) 70,320 Shares underlying the Warrants held by it.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 4,279,521 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 4,279,521 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon a denominator that is the sum of (i) 40,243,745 Shares outstanding, which is the total number of Shares outstanding as of August 7, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024, (ii) certain or all of the 833,333 Shares underlying the Series A Preferred Stock held by the Reporting Persons and Partners Managed Account, as applicable, and (iii) 1,760,969 Shares underlying certain Series B Preferred Stock held by the Reporting Persons, as applicable.

As of the close of business on September 30, 2024, (i) BVF beneficially owned approximately 7.2% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.4% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 7.2% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.4% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.4% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1 to Amendment No. 1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2020.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2024