Verastem Oncology Files $100M At-The-Market Equity Offering Agreement With Cantor Fitzgerald

This registration statement contains the following documents:

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a base prospectus, which covers the offering, issuance and sale by us of an indeterminate amount of the securities identified below from time to time in one or more offerings; and

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an at-the-market offering prospectus supplement covering the offer, issuance and sale of up to a maximum aggregate offering price of $100,000,000 of our common stock that may be issued and sold under our sales agreement with Cantor Fitzgerald & Co., dated August 8, 2025.

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The base prospectus immediately follows this explanatory note. The at-the-market offering prospectus supplement immediately follows the base prospectus. Upon termination of the sales agreement with Cantor Fitzgerald & Co., any amounts included in the at-the-market offering prospectus supplement that remain unsold will be available for sale in other offerings pursuant to the base prospectus, and if no shares are sold under the sales agreement, the full amount of this registration statement may be sold in other offerings pursuant to the base prospectus and a corresponding prospectus supplement.

PROSPECTUS

Common Stock
Preferred Stock
Warrants
Debt Securities

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We may offer and sell from time to time, in one or more series or issuances and in an amount and on terms that we will determine at the time of the respective offering, any combination of the securities described in this prospectus.

We will provide specific terms of any offering in a supplement to this prospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and any amendments or prospectus supplements as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.

These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities and their compensation will be described in the applicable prospectus supplement.