Verastem amends Oberland note agreement, adds new revenue-linked notes tranche
The amendment creates a $75 million Revenue Notes series tied to product sales, replacing prior conditional tranches of Initial Notes.
Verastem, Inc. entered into Amendment No. 3 to its Note Purchase Agreement with funds managed by Oberland Capital Management LLC on August 6, 2026, according to an 8-K filing. The amendment modifies a Note Purchase Agreement originally dated January 13, 2025, as previously amended on October 31, 2025 and March 2, 2026, involving the Company, Oberland-managed funds, and RGCM SA LLC as purchaser agent.1
The amendment restructures the financing into two separate series of senior secured notes: Initial Notes, representing $75.0 million in principal already issued on the original closing date, and new Revenue Notes to be issued in two tranches totaling up to $75.0 million.1 The Revenue Notes replace the previously planned conditional second and third tranches of $25.0 million and $50.0 million in additional Initial Notes.1
Under the amendment, a $50.0 million initial tranche of Revenue Notes is set to be issued on August 28, 2026, subject to customary closing conditions, with an optional second tranche of $25.0 million available any time through May 15, 2027 if quarterly net sales of avutometinib and defactinib reach at least $40.0 million.1
Rather than carrying fixed interest, the Revenue Notes entitle purchasers to quarterly payments equal to 4.50% of net sales of the Company's avutometinib-defactinib combination products.1 That rate drops to 1.75% if cumulative revenue payments reach 100% of the funded amount by a test date of December 31, 2031.1 If that threshold is not met, purchasers are entitled to a one-time make-whole payment covering the shortfall.1 The Revenue Notes mature on June 30, 2033.1
Written by readthrough’s AI from the linked primary sources and fact-checked against them automatically before publishing. Not investment advice.