Verastem Oncology Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

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Verastem, Inc. (Nasdaq: VSTM) announced the grant of stock options and restricted stock units (RSUs) to five new employees as an inducement for their employment, totaling 86,250 options and 43,125 RSUs, with exercise prices set at $2.20 per share. Additionally, Chief Medical Officer Frank Neumann received 350,000 stock options and 150,000 RSUs, with an exercise price of $2.22. Vesting for these awards occurs over four years, contingent on continued service to the company.

Verastem, Inc. (Nasdaq:VSTM) (also known as Verastem Oncology), a biopharmaceutical company committed to advancing new medicines for patients battling cancer, today announced the grant of options to purchase 86,250 shares of its common stock and the grant of 43,125 restricted stock units (RSUs) to five new employees. The awards were granted as an inducement material to the employees' acceptance of employment with Verastem Oncology in accordance with Nasdaq Listing Rule 5635(c)(4). The options have an exercise price equal to $2.20 per share, the closing price of Verastem Oncology's common stock as reported by Nasdaq on January 4, 2021. The stock options and RSUs that were granted to the five new employees will vest at a rate of twenty-five percent (25%) on the one year anniversary of the employee's date of hire, with the remaining shares vesting quarterly over the next three (3) years in equal quarterly amounts, provided the employees continue to serve as employees of or other service providers to Verastem Oncology on each such vesting date.

In addition, Verastem Oncology granted to Frank Neumann M.D., PhD stock options to purchase an aggregate of 350,000 shares of Verastem Oncology’s common stock and 150,000 RSUs in connection with his appointment to Chief Medical Officer, effective January 6, 2020. This offering is pursuant to the Nasdaq inducement grant exception as an inducement material to Dr. Neumann’s acceptance of employment with Verastem Oncology in accordance with Nasdaq Listing Rule 5635(c)(4). A stock option to purchase 300,000 shares of Verastem Oncology’s common stock and the 150,000 RSUs will vest as to 25% of the shares on the first anniversary of the date of hire and as to an additional 6.25% of the shares at the end of each successive three-month period following the first anniversary of the date of hire, provided that Dr. Neumann continues to serve as an employee of or other service provider to Verastem Oncology on each such vesting date. A stock option to purchase 50,000 shares will vest upon achievement of certain clinical development milestones, provided that Dr. Neumann continues to serve as an employee of or other service provider to Verastem Oncology on the vesting dates. Both stock options have an exercise price equal to $2.22, the closing price of Verastem Oncology's common stock as reported by Nasdaq on January 6, 2021.

About Verastem Oncology

Verastem Oncology (Nasdaq: VSTM) is a development-stage biopharmaceutical company committed to the development and commercialization of new medicines to improve the lives of patients diagnosed with cancer. Our pipeline is focused on novel small molecule drugs that inhibit critical signaling pathways in cancer that promote cancer cell survival and tumor growth, including RAF/MEK inhibition and focal adhesion kinase (FAK) inhibition. For more information, please visit www.verastem.com.

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FAQ

What stock options were granted by Verastem on January 4, 2021?

Verastem granted options to purchase 86,250 shares at an exercise price of $2.20 per share to five new employees.

How many stock options and RSUs were awarded to Dr. Frank Neumann?

Dr. Frank Neumann was granted 350,000 stock options and 150,000 RSUs with an exercise price of $2.22.

What is the vesting schedule for the stock options and RSUs at Verastem?

The options and RSUs vest 25% on the one-year anniversary and the remaining shares vest quarterly over three years.

What rule did Verastem follow for granting these stock options?

The grants were made under Nasdaq Listing Rule 5635(c)(4) as an inducement for employment.