Sec Form 13G Filing - Soleus Capital Master Fund, L.P. filing for Verastem, Inc. (VSTM) - 2025-02-11

Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus Private Equity Fund III, L.P. ("Soleus PE"). Soleus Private Equity GP III, LLC ("Soleus PE GP") is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management, L.P. ("Soleus Capital Management") is the investment manager for Soleus PE and for Soleus Capital Master Fund, L.P. ("Master Fund"), and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, Soleus Capital Management and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, Soleus Capital Management or Soleus GP, LLC is the beneficial owner of such shares for any other purpose.(2) The shares reported in this table include presently exercisable warrants to purchase up to 1,166,666 shares of the common stock of Verastem, Inc. (the "Issuer") at an initial exercise price of $3.50 per share.(3) The percentage listed in this table is calculated based upon 44,506,526 shares of the common stock of the Issuer outstanding as of November 5, 2024, as set forth on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 that was filed with the Securities and Exchange Commission on November 6, 2024 (the "Form 10-Q").

Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, Soleus Capital Management and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, Soleus Capital Management or Soleus GP, LLC is the beneficial owner of such shares for any other purpose.(2) The shares reported in this table include presently exercisable warrants to purchase up to 1,166,666 shares of the common stock of the Issuer at an initial exercise price of $3.50 per share.(3) The percentage listed in this table is calculated based upon 44,506,526 shares of common stock of the Issuer outstanding as of November 5, 2024, as set forth on the cover of the Form 10-Q.

Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of Soleus GP, LLC. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, Soleus Capital Management and Soleus GP, LLC disclaims beneficial ownership of these shares held by Soleus PE other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Mr. Levy, Soleus PE GP III, LLC, Soleus PE GP, Soleus Capital Management or Soleus GP, LLC is the beneficial owner of such shares for any other purpose.(2) The shares reported in this table include presently exercisable warrants to purchase up to 1,166,666 shares of the common stock of the Issuer at an initial exercise price of $3.50 per share.(3) The percentage listed in this table is calculated based upon 44,506,526 shares of common stock of the Issuer outstanding as of November 5, 2024, as set forth on the cover of the Form 10-Q.

Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus Capital Group, LLC and of Soleus GP, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose.(2) The percentage listed in this table is calculated based upon 44,506,526 shares of common stock of the Issuer outstanding as of November 5, 2024, as set forth on the cover of the Form 10-Q.

Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus Capital Group, LLC and of Soleus GP, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose.(2) The percentage listed in this table is calculated based upon 44,506,526 shares of common stock of the Issuer outstanding as of November 5, 2024, as set forth on the cover of the Form 10-Q.

Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Soleus PE and for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus Capital Group, LLC and of Soleus GP, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose.(2) The percentage listed in this table is calculated based upon 44,506,526 shares of common stock of the Issuer outstanding as of November 5, 2024, as set forth on the cover of the Form 10-Q.

Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, Soleus Capital Group, LLC and Soleus GP, LLC. Each of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of Soleus PE GP, Soleus PE GP III, LLC, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, Soleus GP, LLC or Mr. Levy is the beneficial owner of such shares for any other purpose.(2) The shares reported in this table include presently exercisable warrants to purchase up to 1,166,666 shares of the common stock of the Issuer at an initial exercise price of $3.50 per share.(3) The percentage listed in this table is calculated based upon 44,506,526 shares of common stock of the Issuer outstanding as of November 5, 2024, as set forth on the cover of the Form 10-Q.

Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, Soleus Capital Group, LLC and Soleus GP, LLC. Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund, and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of his pecuniary interest therein.(2) The shares reported in this table include presently exercisable warrants to purchase up to 1,166,666 shares of the common stock of the Issuer at an initial exercise price of $3.50 per share.(3) The percentage listed in this table is calculated based upon 44,506,526 shares of common stock of the Issuer outstanding as of November 5, 2024, as set forth on the cover of the Form 10-Q.

Comment for Type of Reporting Person:  (1) The shares reported in this table are held directly by Soleus PE and by Master Fund. Soleus PE GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus PE GP, Soleus Capital Management is the investment manager for Soleus PE, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of Soleus Capital Management. Guy Levy is the sole managing member of each of Soleus PE GP III, LLC, Soleus Capital Group, LLC and Soleus GP, LLC. Mr. Levy disclaims beneficial ownership of these shares held directly by Soleus PE and Master Fund, and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of his pecuniary interest therein.(2) The shares reported in this table include presently exercisable warrants to purchase up to 1,166,666 shares of the common stock of the Issuer at an initial exercise price of $3.50 per share.(3) The percentage listed in this table is calculated based upon 44,506,526 shares of common stock of the Issuer outstanding as of November 5, 2024, as set forth on the cover of the Form 10-Q.

Comments accompanying signature:  Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)