SCHEDULE 13G/A 0000921895-19-001575 0000918923 XXXXXXXX LIVE 9 Common Stock, $0.0001 par value per share 06/30/2025 0001526119 Verastem, Inc. 92337C203 117 KENDRICK STREET SUITE 500 NEEDHAM MA 02494 Rule 13d-1(c) BIOTECHNOLOGY VALUE FUND L P a DE 0.00 3244310.00 0.00 3244310.00 3244310.00 N 5.8 PN BVF I GP LLC a DE 0.00 3244310.00 0.00 3244310.00 3244310.00 N 5.8 OO BIOTECHNOLOGY VALUE FUND II LP a DE 0.00 2173798.00 0.00 2173798.00 2173798.00 N 3.9 PN BVF II GP LLC a DE 0.00 2173798.00 0.00 2173798.00 2173798.00 N 3.9 OO Biotechnology Value Trading Fund OS LP a E9 0.00 214663.00 0.00 214663.00 214663.00 N 0.4 PN BVF Partners OS Ltd. a E9 0.00 214663.00 0.00 214663.00 214663.00 N 0.4 CO BVF GP HOLDINGS LLC a DE 0.00 5418108.00 0.00 5418108.00 5418108.00 N 9.5 OO BVF PARTNERS L P/IL a DE 0.00 5720831.00 0.00 5720831.00 5720831.00 N 9.99 IA PN BVF INC/IL a DE 0.00 5720831.00 0.00 5720831.00 5720831.00 N 9.99 CO LAMPERT MARK N a X1 0.00 5720831.00 0.00 5720831.00 5720831.00 N 9.99 IN Verastem, Inc. 117 Kendrick Street, Suite 500, Needham, MA 02494 Biotechnology Value Fund, L.P. ("BVF") BVF I GP LLC ("BVF GP") Biotechnology Value Fund II, L.P. ("BVF2") BVF II GP LLC ("BVF2 GP") Biotechnology Value Trading Fund OS LP ("Trading Fund OS") BVF Partners OS Ltd. ("Partners OS") BVF GP Holdings LLC ("BVF GPH") BVF Partners L.P. ("Partners") BVF Inc. Mark N. Lampert ("Mr. Lampert") Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Biotechnology Value Fund, L.P. 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF I GP LLC 44 Montgomery St., 40th Floor San Francisco, California 94104 Biotechnology Value Fund II, L.P. 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF II GP LLC 44 Montgomery St., 40th Floor San Francisco, California 94104 Biotechnology Value Trading Fund OS LP PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands BVF Partners OS Ltd. PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands BVF GP Holdings LLC 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF Partners L.P. 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF Inc. 44 Montgomery St., 40th Floor San Francisco, California 94104 Mark N. Lampert 44 Montgomery St., 40th Floor San Francisco, California 94104 Biotechnology Value Fund, L.P. Delaware BVF I GP LLC Delaware Biotechnology Value Fund II, L.P. Delaware BVF II GP LLC Delaware Biotechnology Value Trading Fund OS LP Cayman Islands BVF Partners OS Ltd. Cayman Islands BVF GP Holdings LLC Delaware BVF Partners L.P. Delaware BVF Inc. Delaware Mark N. Lampert United States Y As of the close of business on June 30, 2025, the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held an aggregate of 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 June 30, 2025, the Warrants Blocker limits the exercise of the Warrants held by the Reporting Persons and the Partners Managed Account to 2,316,406 out of the 2,500,000 Shares underlying the Warrants held by them. As of the close of business on June 30, 2025, (i) BVF beneficially owned 3,244,310 Shares, including 1,396,290 Shares underlying the Warrants held by it, (ii) BVF2 beneficially owned 2,173,798 Shares, including 920,116 Shares underlying certain Warrants held by it and excluding 13,124 Shares underlying certain Warrants held by it, and (iii) Trading Fund OS beneficially owned 214,663 Shares, excluding 100,150 Shares underlying the Warrants held by it. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 3,244,310 Shares beneficially owned by BVF. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,173,798 Shares beneficially owned by BVF2. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 214,663 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 5,418,108 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 5,720,831 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 88,060 Shares held in the Partners Managed Account, which excludes 70,320 Shares underlying the Warrants held by it. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 5,720,831 Shares beneficially owned by Partners. Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 5,720,831 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) 54,949,170 Shares outstanding, which is the total number of Shares outstanding as of May 12, 2025, as disclosed in the Issuer's Prospectus filed with the Securities and Exchange Commission on May 20, 2025, and (ii) certain or all of the 2,316,406 Shares underlying certain Warrants held by the Reporting Persons and Partners Managed Account, as applicable. As of the close of business on June 30, 2025, (i) BVF beneficially owned approximately 5.8% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.9% 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 5.8% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.9% 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 9.5% 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. Y N 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. Y N 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. Y N By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under ?? 240.14a-11. BIOTECHNOLOGY VALUE FUND L P /s/ Mark N. Lampert 08/13/2025 BVF I GP LLC /s/ Mark N. Lampert 08/13/2025 BIOTECHNOLOGY VALUE FUND II LP /s/ Mark N. Lampert 08/13/2025 BVF II GP LLC /s/ Mark N. Lampert 08/13/2025 Biotechnology Value Trading Fund OS LP /s/ Mark N. Lampert 08/13/2025 BVF Partners OS Ltd. /s/ Mark N. Lampert 08/13/2025 BVF GP HOLDINGS LLC /s/ Mark N. Lampert 08/13/2025 BVF PARTNERS L P/IL /s/ Mark N. Lampert 08/13/2025 BVF INC/IL /s/ Mark N. Lampert 08/13/2025 LAMPERT MARK N /s/ Mark N. Lampert 08/13/2025